TERMS & CONDITIONS

CHESAPEAKE PLYWOOD, LLC

TERMS AND CONDITIONS

BY PLACING AN ORDER AND ACCEPTING GOODS OR SERVICES FROM SELLER (as defined in Section 1 below), YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN GOODS OR SERVICES FROM SELLER IF YOU (i) DO NOT AGREE TO THESE TERMS, OR (ii) ARE NOT AT LEAST 18 YEARS OF AGE.

1. GENERAL.  The following terms and conditions (“Terms and Conditions”) cover all sales of products and rendering of services by Chesapeake Plywood, LLC (“Seller”) to the customer or purchaser (the “Customer”) of goods or services identified in the written agreement, proposal, task order, purchase order, warehouse confirmation or other ordering document to which these Terms and Conditions are attached and/or referenced (the “Proposal”). By purchasing from Seller, Customer agrees to these Terms and Conditions. If Customer does not agree, Customer shall not purchase from Seller. 
2. ORDERS AND TERMS OF PAYMENT.  All Proposals are subject to Seller’s acceptance and product availability. Pricing is provided to Customer in U.S. dollars and is subject to change without notice. Seller reserves the right to cancel or limit any order for any reason. Seller will not accept any orders which are less than $500.  Unless otherwise specified in a Proposal, terms of payment are cash, net thirty (30) days after date of invoice. Any invoice not paid when due is subject to a late payment fee of one and one-half percent (1.50%) per month, or, if such rate exceeds that permitted by applicable law, then the highest lawful rate.  Customer will also reimburse Seller for all collection costs on any delinquent accounts, including, without limitation, attorneys’ fees and court costs, including each of the foregoing costs incurred prior to the commencement of any action or in any appeal.  Any overdue payment must be paid before additional shipments are made, and Seller reserves the right to cancel any order or refuse to accept or fill any order then outstanding until payment of overdue amounts are paid. In the event that Seller, in its sole and absolute discretion, deems Customer’s credit to be unsatisfactory, Seller shall have the right to (a) limit the amount of credit which Seller extends to Customer, and delay the delivery of products and/or rendering of services based upon such limitations; (b) require full or partial payment in advance; (c) deliver products to Customer C.O.D. or require payment to be secured by letters of credit; (d) require written guarantees or payment satisfactory to Seller; and/or (e) cancel or refuse to accept or fill any order from Customer then outstanding or thereafter placed.
3. TAXES.  Unless specifically designated, prices do not include sales, use, excise, value-added or similar taxes applicable to sales or services hereunder, or their use by Customer or Customer’s own customers.  Customer will be responsible for paying all such taxes, or, if Seller pays such taxes, invoices will be increased accordingly.  Seller reserves the right to adjust the price at any time to correct any tax miscalculation and to issue to Customer an additional invoice with either a credit or an additional amount owed and Customer agrees to pay any additional amount owed according to this Agreement.
4. SHIPMENT.  The Proposal will state whether the Customer will collect the goods from Seller or if the goods will be shipped to Seller.  If the goods are shipped, shipment will be made by common carrier, an affiliate of the Seller, or by Seller to Customer’s F.O.B. point of shipment from Seller’s warehouse.  Risk of loss or damage will pass to the Customer upon delivery by Seller to the carrier. Delivery dates are estimates and not guaranteed. Delays may occur due to weather, supply chain disruptions, or other factors. Customer is responsible for ensuring the delivery site is accessible for large truck deliveries and for unloading materials unless otherwise agreed in writing. Customer shall examine goods promptly upon receipt of delivery from the carrier.  Prior to acceptance of goods, Customer shall advise the carrier and the Seller of any damages or shortages by noting such damages or shortages on the bill of lading or order confirmation.  To the fullest extent permitted by applicable law, failure to so advise the carrier and the Seller shall relieve Seller from any and all claims by Customer for shortages or damages and shall constitute a waiver by Customer of all claims with respect to said goods.  Customer is responsible for any and all damages caused by a common carrier selected by Customer (other than an affiliate of Seller) in the process of obtaining and transporting the goods, whether to the goods, the property of Seller or its affiliates, or to any other third party. All unloading shall be performed by Customer.  All demurrage for delays in unloading and responsibility for damages to persons or property resulting from such unloading shall be chargeable to Customer’s account.  If Customer is not available to accept delivery of the goods on the agreed delivery date as set forth in the Proposal, then Customer shall pay a minimum fee of $250.  
5. RETURN AND CANCELLATION.  All sales are final.  Customer may not cancel any order or return any products including but not limited to stock order goods, goods that have been special or custom ordered, custom manufactured, tested or configured.
6. EXCUSABLE DELAYS.  Seller’s delivery dates are approximate and are based upon prompt receipt of all necessary information from Customer.  Seller will not be in default and Seller will not be liable to the extent that, and for so long as, performance of Seller’s obligations under the Agreement are delayed, hindered, prevented, or rendered impracticable by any Force Majeure Event. For purposes of these Terms and Conditions, the term “Force Majeure Event” means any event or condition which is beyond the reasonable control of a either party, including, without limitation, the existence, outbreak, escalation or worsening of any act of war (declared or undeclared), hostility, civil disorder, riot, act of terrorism, sabotage, cyberattack, strike, lockout or other labor disturbance, natural disaster, flood, hurricane, earthquake and other elements of nature, acts of God or comparable events, epidemic, pandemic or disease outbreak (including the COVID-19 virus), delays or interruptions in transportation or congregations of people, or any statutes, laws, regulations, ordinances, orders, rules, or similar action issued or promulgated by any government, governmental agency, governmental instrumentality after the date of the Agreement. 
7. GRANT OF SECURITY INTEREST.   FOR VALUE RECEIVED, Customer grants to Seller a security interest in all of the following property of Customer that is purchased from Seller, wherever located, whether now owned or hereafter acquired and all identifiable proceeds of any of the following property: each item of Seller’s inventory, supplies, equipment, and other goods purchased from Seller, as a secured party, specifically including all lumber, wood, wood products, and all accessions and products, and all accessories, supplies and parts, including repossessions, returns, and all proceeds from the sale thereof, documents, including books and records, and all existing or subsequently arising accounts and all accounts receivable which arise from time to time hereafter or come into existence (the “Collateral”). The foregoing security interest in each item of Collateral shall secure the purchase price of that item and also secure any other obligations of Customer to Seller related to the purchase price of the goods to the extent that such other obligations may, under applicable law, be secured by a security interest in that item. Customer acknowledges that the security interest granted herein is intended to constitute a purchase-money security interest as defined under the Uniform Commercial Code and shall take all actions necessary to maintain such status, including ensuring segregation of purchased goods and their proceeds. Customer authorizes Seller to file one or more UCC financing statements, including amendments, describing the Collateral and designating Seller as the secured party, without the signature of Customer. Customer shall promptly execute and deliver any additional documents reasonably requested by Seller to perfect or continue Seller’s security interest in the Collateral. Upon the occurrence of any default by Customer, including failure to pay when due any amount owed in connection with the purchase of goods, Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, including but not limited to the right to take possession of the Collateral without judicial process.
8. DEFAULT. Customer will be in default under these Terms and Conditions upon the occurrence of any of the following events: (i) Customer breaches this Agreement or any other agreement between the Customer and Seller, including, but not limited to, Customer’s failure to pay any sums to Seller when due, without notice or demand of any kind whatsoever, (ii) any statement, representation of warranty of any Customer made in the Agreement or in any other document furnished in connection herewith to Seller proves to have been untrue, incorrect, misleading or incomplete in any material respect as of the date made or deemed made, (iii) failure of the Customer to punctually and fully perform, observe, discharge or comply with the Proposal, these Terms and Conditions, or in any other document furnished in connection herewith, or (iv) the occurrence of a voluntary or involuntary petition under the United States Bankruptcy Code filed by or against the Customer.
9. REMEDIES: Upon the occurrence of an event of default, Seller may, at its option and without notice or demand to the Customer, in addition to all rights and remedies available to Seller under any other agreement, at law, in equity, or otherwise, do any one or more of the following: (i) declare any and all sums or obligations due to Seller to be immediately due and payable including all fees and costs including reasonable attorneys’ fees, (ii) enforce Seller’s security interest in the collateral in the manner permitted by law or provided for in this Agreement, or (iii) in addition to and not in limitation of, the foregoing rights and remedies, the Seller shall have all other rights and remedies available to it under applicable law and hereunder, including the right to institute any proceeding at law or in equity.
10. WARRANTIES.  WITH RESPECT TO ANY PRODUCTS SOLD BY SELLER TO THE CUSTOMER, SELLER DISCLAIMS LIABILITY AND RESPONSIBILITY FOR ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES FOR MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.  SELLER DOES NOT MANUFACTURE THE PRODUCTS SOLD HEREUNDER AND DOES NOT HAVE THE CAPABILITY NOR THE OBLIGATION TO REPAIR OR REMEDY ANY DEFECT IN THE PRODUCTS.  THE MANUFACTURER PROVIDES THE ONLY WARRANTIES FOR THE PRODUCTS AND, TO THE EXTENT SUCH WARRANTIES ARE IN EFFECT, THE MANUFACTURER IS THE ONLY AUTHORIZED SOURCE TO REPAIR OR REMEDY ANY DEFECT IN THE PRODUCTS CONSISTENT WITH THE TERMS AND CONDITIONS OF THE MANUFACTURER’S WARRANTIES.

FROM TIME TO TIME SELLER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, ASSIST THE CUSTOMER IN OBTAINING WARRANTY SERVICES ON THE PRODUCTS FROM THE MANUFACTURER, INCLUDING BUT NOT LIMITED TO, MAKING ARRANGEMENTS FOR THE RETURN OF THE PRODUCTS TO THE MANUFACTURER, OR THE REPAIR OF THE PRODUCTS BY THE MANUFACTURER.  HOWEVER, SUCH ASSISTANCE BY SELLER SHALL NOT, UNDER ANY CIRCUMSTANCES, OBLIGATE SELLER FOR THE PERFORMANCE OF ANY WARRANTY WORK ON THE PRODUCTS OR IMPOSE ANY LIABILITY UPON SELLER FOR DEFECTIVE OR MALFUNCTIONING PRODUCTS.  THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE FOR DEFECTIVE OR MALFUNCTIONING PRODUCTS IS TO OBTAIN WARRANTY WORK FROM THE MANUFACTURER.

ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE PRODUCT SHALL CONFORM TO THE AFFIRMATION OR PROMISE.  ANY DESCRIPTION OF THE PRODUCTS WHICH CONTAINS AN AFFIRMATION OF FACT OR PROMISE IS FOR THE SOLE PURPOSE OF IDENTIFYING THEM AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE PRODUCTS SHALL CONFORM TO THE DESCRIPTION.  ANY SAMPLE OR MODEL IS FOR ILLUSTRATIVE PURPOSES ONLY AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE WHOLE OF THE PRODUCTS SHALL CONFORM TO THE SAMPLE OR MODEL, AND NO AFFIRMATION OR PROMISE, OR DESCRIPTION, OR SAMPLE OR MODEL SHALL BE DEEMED PART OF THE BASIS OF THE BARGAIN. CUSTOMER HEREBY ACKNOWLEDGES THAT THE PRODUCTS ARE MADE OF WOOD WHICH IS A NATURAL MATERIAL.  NO TWO PIECES ARE EXACTLY THE SAME. WOOD VARIES GREATLY IN GRAIN PATTERN AND SOME FINISHES NATURALLY EXAGGERATE DIFFERENT DEFINING CHARACTERISTICS, SUCH AS, BUT NOT LIMITED TO, MINERAL DEPOSITS/STREAKS, KNOTS, SAP RUNS, PIN HOLES AND WORM HOLES. SELLER SHALL NOT BE LIABLE FOR ANY OF THE AFOREMENTIONED VARIATIONS IN THE PRODUCT DUE TO THE NATURAL CHARACTERISTICS OF THE WOOD.  

1. 1. LIMITATION OF DAMAGES. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including Seller’s negligence), strict liability or otherwise, shall Seller’s liability to Customer for any loss or damage arising out of, or resulting from the Agreement, or from its performance or breach, or from the products or services furnished hereunder, exceed the price of the specific product or service which gives rise to the claim, and any such liability shall terminate upon the expiration of the warranty specified in Section 10 herein, entitled “Warranties.”  As a precondition to a claim, the Customer must have first noted any damage or shortage on the bill of lading order confirmation in accordance with Section 4, hereof.  Any such claim of liability must be timely commenced in a court of competent jurisdiction in accordance with the applicable statute of limitations, but in no event later than one (1) year from the termination of the said warranty.  IN NO EVENT SHALL SELLER, ITS AFFILIATES, OFFICERS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE AGREEMENT, INCLUDING (WITHOUT LIMITATION) LOSS OF PROFITS OR REVENUES, INTERRUPTION OF BUSINESS, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, MATERIALS, COMPONENTS OR PRODUCTS, DAMAGE TO ASSOCIATED EQUIPMENT, MATERIALS, COMPONENTS OR PRODUCTS, COST OF SUBSTITUTE PARTS, OR CLAIMS OF CUSTOMER’S CUSTOMERS FOR SUCH DAMAGES.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER’S SOLE REMEDY FOR ANY LIABILITY OF SELLER OF ANY KIND IS LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS OR SERVICES.  
   2. INDEMNIFICATION.  Customer will indemnify and hold Seller, its officers, directors, employees, agents, affiliated and subsidiary entities, successors and assigns (“Seller Parties”) harmless from and against all claims, liabilities, losses, damages, costs and expenses sustained by them (including court costs and attorneys’ fees) arising out of or in any way connected with the breach of the Agreement by Customer or any of its affiliates, employees, officers or agents, any damage caused to the property of the Seller Parties by Customer or any person or entity acting on Customer’s behalf, and any workers compensation claims made by an employee or agent of Customer.
   3. WAIVER OF TRIAL BY JURY.   Seller and Customer hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto, against the other on, or in respect of, or any matter whatsoever arising out of or in any way connected with the Agreement, the relationship between Seller and Customer hereunder, and the Customer’s use, purchase, and resale of any products purchased from Seller, and/or any claim of injury or damage.

• NOTICE.  

• To Customer. Seller may provide any notice to Customer under this Agreement by: (i) sending a message to the e-mail address provided by Customer or (ii) personal delivery, overnight courier or registered or certified mail to Customer’s address set forth in the Proposal. Notices sent by e-mail will be effective when Seller sends the e-mail. Notices sent by overnight courier will be effective upon delivery. Notices provided by registered or certified mail will be effective three business days after they are sent. It is Customer’s responsibility to keep Customer’s e-mail address current.

• To Seller. To give Seller notice under this Agreement, Customer must contact Seller as follows: (i) by personal delivery, overnight courier or registered or certified mail to Chesapeake Plywood, Attn: President, 3400 E Biddle Street, Baltimore, MD 21213. Seller may update the address for notices to Seller by posting a notice at: https://chesapeakeplywood.com/terms-and-conditions/. Notices provided by personal delivery will be effective immediately. Notices sent by overnight courier will be effective upon delivery. Notices provided by registered or certified mail will be effective three business days after they are sent.

• ENTIRE AGREEMENT. These Terms and Conditions together with the Proposal and any other written agreement signed by Seller and Customer relating to the purchase of products and/or services by Customer from Seller (collectively, the “Agreement”) constitute the entire agreement between Seller and Customer and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No purchase order or other ordering document, terms and conditions, or other document supplied by the Customer will add to, vary, modify or amend these terms and conditions unless signed by Seller.

1. WAIVER. No waiver, amendment or modification of this Agreement will be effective unless in writing and signed by both parties; and, in the case of Seller, no such waiver, amendment or modification will be effective unless signed by an officer of Seller. No failure or delay of Seller to exercise any right or remedy pursuant to the Agreement shall affect such right or remedy or constitute a waiver by such party of any right or remedy thereto.  Resort to one form of remedy shall not constitute a waiver of alternative remedies.  
2. CONFLICT. In the event of a conflict or inconsistency between these Terms and Conditions, and any other terms and conditions agreed to between Seller and Customer, such conflict or inconsistency will be resolved by giving precedence in the following order: (i) first, these Terms and Conditions, and (ii) the Proposal, except that the Proposal shall control over these Terms and Conditions with respect to the specific goods to be provided under such Proposal and any provisions which explicitly supersede these Terms and Conditions.  In the event of any conflict between a warehouse confirmation and any other Proposal, the warehouse confirmation shall control. 
3. BINDING EFFECT.  The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legatees, personal representatives and other legal representatives, successors and assigns, except that Customer may not assign its rights or obligations hereunder without the prior written consent of Seller. 
4. GOVERNING LAW; NO JURY TRIAL; ATTORNEYS’ FEES.  This Agreement shall be governed by the internal laws of Maryland without regard to any conflicts of law provisions and by applicable laws of the United States. Each party hereby consents and agrees that the state or federal courts sitting in the County of Howard, State of Maryland, shall have exclusive jurisdiction and venue to hear and determine any claims or disputes between the parties pertaining to this Terms and Conditions, any Proposal, and to any matter arising out of or related to these Terms and Conditions and/or any Proposal. Each party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each party hereby waives any objection such party may have based upon lack of personal jurisdiction, improper venue or forum non conviens and further waives the right to trial by jury.
5. SEVERABILITY; SURVIVAL. If any of the terms and provisions of this Agreement are deemed unenforceable, in violation of or prohibited by any law, statute or ordinance of the country, province, state or locality called upon to enforce such terms and provisions, such term or provision shall be of no force or effect in that jurisdiction to the extent of such violation or prohibition, without invalidating any of the other terms and provisions of the relevant Proposal, provided that where possible, such term shall be reformed in a manner that would make it enforceable and lawful. Any obligation of a party that by its terms or nature arises at, or is intended to continue beyond, the termination of the Proposal shall survive termination of the applicable Proposal. 
6. INDEPENDENT CONTRACTOR RELATIONSHIP. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, tenancy, landlord-tenant relationship, license, interest in real estate, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.