Terms and Conditions

Below are the Terms and Conditions of Sale by Nexise.

All contracts, previous, current or future that have been or are approved by buyer are subject to the terms and conditions listed below and/or any additional terms by Nexise, its parent companies, subsidiaries, divisions and/or affiliates of Nexise.

1. Binding Contract

All proposals issued by Nexise shall form a binding contract upon receipt of purchase order, letter of intent, deposit payment and/or signed proposal, the project will be deemed as a binding with a full understanding of these terms set forth and obligation of such by the buying party. All orders for the supply of goods, service(s) and/or products by Nexise will be subject to the conditions to the exclusion of any addition, modification, or variation except any that is agreed to in writing and approved on Nexise letterhead only.

2. Scope Responsibility

Nexise is not responsible for any item or feature not included in the description of the scope of work.

3. Product Delivery and Storage

All products, goods and/or services are to be taken at the time of completion. Any product not taken after that time will be billed and may incur deliver and storage charges. Any product or item not taken within thirty (30) days of notification of completion will result in a $750.00 monthly storage charge.

4. Taxes and Levies

Nexise will not be responsible for any levies or taxes by Federal, State or Local Authority upon the sale or use of foregoing products. If we do not receive a certificate of capital improvement with your purchase order, the appropriate sales or use tax will be added to your final billing statement.

5. Order Acceptance

An executed contract or purchase order referencing our proposal number is required to commence the project. All purchase orders, or letters of intent are governed by the terms and conditions specified by Nexise with no exception. It is understood that the terms and conditions as noted by Nexise will supersede all terms and conditions by others, regardless of any mutual agreements, both verbal or written. In such circumstances, the terms by Nexise shall prevail. In all instance(s) buyer acknowledges and agrees to the fullest extent and understands that terms and conditions by others are deemed expressly rejected by Nexise regardless of any conditional terms and/or clauses from buying party whether in writing or verbal and shall be of no force or effect, and which the terms by Nexise shall be of full force and expressly govern any and all terms by others indefinitely upon immediate receipt of purchase order, signed agreement or other notice to Nexise to proceed with an order. In the event that conditions in any order, codes, purchase orders, AIA documents, letters and/or any other documentation provided by buyer conflict with the terms and conditions as specified by Nexise, these terms shall fully prevail with no exception. The terms and conditions by Nexise shall be deemed approved and accepted by buyer upon receipt of the purchase order, letter of intent, financial deposit or any other monetary exchange, or documentation, including electronic, to proceed with a project and/or signed agreement or electronic mail noting approval to proceed with manufacturing, service(s) and/or delivery of products or goods. Under such circumstances, buyer notes that they have read, acknowledged, accepted and understood all terms and conditions and buyer agrees to the terms and conditions set forth by Nexise with no exceptions, objections or denial.

6. General Material Warranty

Nexise guarantees a warranty of all materials and workmanship for a period of one (1) year. This warranty is limited to any manufacturing defects, installation defects and/or materials damaged by Nexise. Damage to materials caused by use by others is not covered by the terms of warranty of Nexise. Warranty claims are to be made within fifteen (15) calendar days of delivery to an authorized representative of Nexise with photographs detailing the claim(s) for review and investigation. Nexise reserves the right to deny warranty coverage at their discretion if it is found that damage is not a result of workmanship or is the result of a third party manufacturer of goods.

7. Field Labor

All field work is to be completed during normal working hours, from 8:30 a.m. – 4:30 p.m., with the work area being made available to us at all times during the scheduled dates provided by Nexise. Should a need for overtime hours occur or shall buyer request work to be performed on an overtime schedule, Nexise reserves the right to charge an overtime rate in the form of an additional cost change order to this proposal. All work will follow a schedule provided by Nexise. All requests for expedited completion will be subject to additional costs submitted through a change order and at the sole cost of the buyer. If Nexise approves work to be completed outside of normal working hours, buyer acknowledges understands and agrees that overtime rates may be added to their final invoice and shall be responsible for any and all charges associated with work performed outside of normal working hours as noted in the terms and conditions by Nexise.

7.1

It is further understood and agreed that should circumstances allow, Nexise reserves the right, at their own discretion and at their own costs, to perform work outside of the normal working hours based upon the needs of the company, current workflow of the company, availability of manpower and/or desire to perform work in an expeditious manner to benefit the needs of the company. Such circumstances are not a requirement of the agreement nor shall buyer hold Nexise at an expectation to perform work outside of normal working hours at no charge. You understand that in such events, Nexise reserves the right to alter, adjust, update and/or change the schedule accordingly.

8. Update to Terms

Nexise reserves the right to alter, update and/or change terms and conditions at their sole discretion. Any updates to the terms and conditions will be deemed accepted by buyer and will supersede previous terms and conditions by Nexise and will expressly follow section (5) of these terms and conditions. A copy of the most recent terms can be found online at www.Nexisegroup.com/terms. By use of the website and/or communication with authorized personnel of Nexise both written and/or verbal, buyer agrees to be bound by the most recent terms and conditions of Nexise with no exceptions. You understand and acknowledge that you are responsible for ensuring that you, the buyer, are up to date with all terms and conditions by Nexise. In the event that buyer is unsure of the terms and conditions by Nexise including any clauses, updates or changes, buyer is responsible to contact Nexise at hello@Nexisegroup.com.

9. Shop Drawings

We can provide shop drawings within two (2) to four (4) weeks of receipt of purchase order if required. This is subject to change based on the most current workflow. If a project has architectural drawings, Nexise reserves the right to not produce shop drawings and explicitly follow the design, material items, and/or dimensions as noted on the architectural drawings. Buyer is responsible for verifying all final dimensions with no responsibility bearing on Nexise.

10. Payment Delay

Delays in timely payments will result in project and/or projects for an account being removed from production workflow until buyer/customer's full account is resolved and made current. Any scheduling conflicts that arise because of failure to meet payment deadlines will be at the sole responsibility of buyer. All fees associated with legal collection including lawyer fees, collection agency fees, lien fees, court of law fees, and any other fees not mentioned in this section will be the sole responsibility of buyer. Nexise reserves the right at their discretion to continue forward with the work, cancel the work and/or pause the work until the account is made current. You understand and acknowledge that Nexise will review your account as a whole and not on a project-by-project basis. If the entire account is past due, Nexise reserves the right to stop one or all projects until the account is made current.

11. Payment Terms

Payment terms are subject to change at the discretion of Nexise based on customer's payment history on their account. Buyer acknowledges, understands, and agrees that late payments are subject to a late fee plus a daily interest charge as noted on the account statement with no exception. Such fees will be reasonable and at the discretion of Nexise.

12. Permits

Building is responsible to verify with existing contractor, government agency or any agency that requires, and issues permits if there are any existing permits; otherwise, permits will need to be filed separately for an additional fee at no cost or responsibility to Nexise. Nexise will not be held responsible for building's failure to file for a permit or any type of permit that may be required with the proper agency. Nexise is a manufacturing company and not a general contractor, contractor, or architect and does not act in any of those roles in any capacity.

13. Termination of Contract/Project

In the event a customer decides to not move forward with a project after intention, Nexise reserves the right to charge a pro-rated fee for any work completed by Nexis including but not limited to sample manufacturing, engineering submittals and listings, third-party sourcing, subcontractors employed by Nexise, and any and all manufacturing completed by Nexise or one of its suppliers. Cancellations issued by the buyer for any order shall only be by mutual consent, in writing and condition upon payment to Nexise of all payments due on account and of reasonable cancellation charges based on percentage of scope of work completed by Nexise. No order/project and/or contract shall be deemed terminated without written and final consent by an authorized member of Nexise, written on Nexise's letterhead. At no point may a contract be cancelled mid-cycle of the project without authorization from Nexise. In such instances, the balances due on the account will be accelerated and must be paid within fifteen (15) days of approval of cancellation. Cancellations of orders shall not warrant any refund(s) of any payments, including deposit payments made to Nexise. Such payments shall be relieved of any claims by buying party and applied to the account for services rendered by Nexise including but to limited to surveying, meetings, engineering, sample manufacturing and/or delivery, material procurement, production/manufacturing of goods, etc. Nexise reserves the right to charge a cancellation fee of 25% of the project order or $10,000.00, whichever is greater, for any projects approved by Nexise for cancellation. Nexise reserves the right at their discretion to cancel any project for any reason without cause. In such circumstances, Nexise shall notify buyer in writing that the contract will be cancelled at their discretion. In such circumstances, Nexise reserves the right to withhold any and/all deposits, materials whether raw or completed and retain full title and ownership of all funds and materials. Alternatively, Nexise reserves the right to deliver partial or full materials to the buyer whether raw or completed and transfer title and ownership to buyer. Such circumstances are at full discretion of Nexise.

14.1. Authorized Members

Authorized members of Nexise is limited the following executive roles only: Ownership, President, Vice President, CEO and CFO only. It is acknowledged, understood and agreed that no member, owner or officer of Nexise personally guarantees any project, contract and/or purchase order and shall not be personally liable for any debts, refunds or fees whatsoever in any capacity and/or for any reasons.

14.2. Indemnification

You, the Buyer, agrees to the fullest extent permitted by law and at its own cost and expense, to assume the entire responsibility and liability to pay for the defense of and to pay and indemnify and hold Nexise, their partners, directors, owners, officers, employees, servants, representatives, agents, subsidiaries, parent companies, successors and assigns, agents (the foregoing entities shall hereinafter be referred to as the "Indemnified Parties") harmless against any loss, cost expense, liability or damage (including without limitation, statutory liability, judgment, attorney's fees, court costs and the cost of appellate proceedings) because of sickness, injury to or death of any person or on account of damage to or destruction of property, including loss of use thereof, or any other claim arising out of, in connection with, or as a consequence of the performance of the services or the furnishing of the equipment and supplies and/or any acts or omissions of Nexise or any of its officers, directors, employees, agents, subcontractors, or anyone directly or indirectly employed by Nexise or its subcontractors or anyone for whom it may be liable as it relates to the scope of the proposal and shall not be limited in any way by an amount or type of damages, compensation or benefits payable under any applicable Workers Compensation, Disability Benefits or other similar employee benefits acts. Buyer agrees to waive its right of subrogation against the Nexise, its partners, directors, officers, employees, servants, representatives and agents applicable to any claims brought by buyer's employees. The provisions of this section shall survive the expiration or sooner termination of this proposal or work.

15. Delivery Dates

While Nexise will use its best endeavors to keep promised delivery dates, they are approximate, and no guarantee or warranty can be given. Time(s) and date(s) for delivery shall not be of the essence unless agreed to by Nexise in writing. Nexise accepts no liability for any loss, damages, or loss of profit resulting in delay in completed works or delivery of the goods howsoever, nor shall any delay entitle buyer/customer to cancel an order or not to accept delivery or withhold all or any part of the purchase agreement.

15.1. Completion Dates

This section shall apply to projects that require installation and field manpower. While Nexise will use its best endeavors to keep promised completion dates, they are approximate, and no guarantee or warranty can be given. Time(s) and date(s) for completion shall not be of the essence unless agreed to by Nexise in writing. Nexise accepts no liability for any loss, damages, or loss of profit resulting in delay in completed works or delivery of the goods howsoever, nor shall any delay entitle buyer/customer to cancel an order or not to accept delivery or withhold all or any part of the purchase agreement.

16. Force Majeure

If at any time Nexise shall be hindered or prevented from making or delivering goods by reason of strikes or other labor disputes, fire, war, accidents, governmental action, or any other cause beyond its control, Nexise may at any time during the continuance of such hinderance or prevention by notice to the buyer, terminate any contract between the parties without incurring any liability for costs or damages to the buyer by reason of such termination.

17. Title and Property

No property in the goods or products or any of them shall pass from Nexise to the buyer while the products, services or goods are in the possession and control of Nexise , its agents and subcontractors or any person, firm or company employed by Nexise . The risk in the goods shall pass from Nexise to the buyer upon delivery or collection of such goods to the buyer as is agreed with each order. Notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until Nexise has received payment in full for all goods delivered under the agreement and all other contracts between Nexise and the buyer for which payment of the full price of the goods, products and/or services has not been paid. Payment of the full price of the products, services or goods shall include the amount of interest or other sum(s) payable under the terms of this and all other contracts between Nexise and the buyer under which the goods, services and/or products were delivered. Buyer hereby grants Nexise, its agents and its employees an irrevocable license to enter any premises where the goods are stored and/or installed to repossess them or to inspect them at any time.

17.1. Repossession

If a repossession must occur, notice will be given of said intention to move forward. Buyer understands and agrees that a scheduled date for the repossession will not be provided and that all items must be free and clear of any and all damages. Damages to any materials, items or goods that remain under the title of Nexise will be subject to damage fees as set forth by Nexise. It is further understood and agreed to that if Nexise, its employees and its agents are denied access to the premises to repossess the goods, there will be a penalty fee of $2,500.00 charged to the account statement per each visit that is denied. Should items be relocated to another location unbeknownst to Nexise, buyer will be held responsible to the fullest extent for the value of three (3x) times the amount of the original purchase order/contract amount plus any interest, collection fees, repossession fees and/or legal fees.

18. Customer's Property

Any and all property belonging to the buyer/customer (including raw materials) received by Nexise whether for incorporation into the goods or otherwise, will be held by Nexise at the customer's risk as regards loss or damage or incorrect usage and the customer will indemnify and keep Nexise indemnified against any claim for loss, injury, damage, costs or otherwise caused by the said Customer's property to any person, vehicle or property including but without limitation machinery used by Nexise in the course of its business save where any loss injury or damage shall arise directly from negligence. Such goods are the insurance responsibility of the customer while on Nexise's premises. In the event said items/property remain in the custody of Nexise in any capacity or facility owned or leased by Nexise for a period greater than six (6) months, buyer/customer shall automatically transfer title of said items to Nexise, with full and final release of all financial costs, losses or claims against said property and at no future point gain access, title or authority to said property.

19. Customer's Insolvency

If the Customer commits an act of bankruptcy or becomes insolvent or makes any arrangements with its creditors or being a company is placed in liquidation or suffers a receiver and/or administrator to be appointed, Nexise may without liability or notice and without prejudice to any other rights determine all or any contract with the Customer and the Customer will bear all and any loss or damage incurred by Nexise resulting from a resale of the goods comprised in such contract determined as aforesaid.

20. Right of First Repair/Resolution

Every project, contract, proposal and/or purchase order grants Nexise the right of first repair/resolution to any damage, conflicts, material defects, workmanship, installation and/or delivery. Shall any issue and/or issues arise because of poor-quality workmanship, delivery and/or installation, Nexise shall be granted full and undeniable access to remedy the situation at their sole expense within six (6) months of initial notification with no financial claims, losses, refunds and/or returns to the buyer/customer. No such instance of damages, conflicts, poor-quality workmanship, delivery and/or installation shall entitle buyer/customer to cancel an order or not to accept delivery or withhold all or any part of the purchase agreement and/or payments to Nexise without allowing Nexise to rectify or remedy said defects or damages as specified in this section.

21. Claim's Dispute

Any and all claims resulting from the workmanship, delivery, installation of any products and/or services provided by Nexise shall be delivered in writing via electronic mail or written letterhead within fifteen (15) days of delivery and/or installation. Nexise reserves the right to carefully investigate the validity of any and all claims. Buyer/customer agrees to grant full access to any real property, location and/or premises to an authorized representatives of Nexise to conduct said investigation with no limitations. Nexise shall provide a report of said investigation within thirty (30) days of the date of the claim submission with no limitations, damages or financial costs. It is further understood and agreed to that if Nexise, its employees and its agents are denied access to the premises to review and/or investigate the claims, there will be a penalty fee of $2,500.00 charged to the account statement per each visit that is denied. If Nexise is denied access for two (2) or more visits to the property to review the items noted in the claims request, it shall be acknowledged that buyer/customer is in material breach of the contract and shall be fully responsible for payment in full to Nexise as noted in the original agreement/contract(s), including any fees associated with legal, collection, arbitration and/or court of law fees.

22. Dispute Resolution

All parties agree that any claim or dispute relating to this agreement, a project contract/proposal, as well as any other matters, disputes, or claims, shall be Mediated and/or Arbitrated to resolve any and all issues. Buyer waives its right to litigation and jury trial to the fullest extent. Initially, the parties agree to mediate the claims or dispute within sixty (60) days of the first claims/dispute communication via "Invitation to Mediate" in good faith with authorized executive representatives of member of each organization. Executive representatives shall be limited to Ownership, President, and/or Vice President of each party. If the matter has not been resolved by a Mediation procedure, within ninety (90) days of the initiation, the dispute may be referred to final and binding arbitration by any party to be administered by the National Arbitration and Mediation. Should Nexise prevail with respect to any disputes arising out of and/or related to a purchase agreement and the performance thereunder, Nexise shall be entitled to recover its reasonable attorney's fees and costs from buyer to the fullest extent with no exception.

22.1

As per the rules and regulations of National Arbitration and Mediation: "The parties agree that all Mediations and Arbitrations shall be governed by NAM's Comprehensive Rules and Procedures and the fee schedule in effect at the time such claim is filed. Any award of the Arbitrator is final and binding and may be entered into as a judgment in any court having jurisdiction. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective, and the remainder of the agreement shall remain effective. NAM can be contacted at 800- 358-2550 Attn: Construction Claims Dept., to file a claim for Mediation or Arbitration, respond to any questions regarding the dispute resolution process, or to request a copy of NAM's current Comprehensive Rules and Procedures and fee schedule. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. §1-16."

23. Third Party/End User of Finished Goods

In the event buyer/customer is re-selling products and/or services by Nexise, buyer/customer agrees to ensure full compliance, acknowledgement and understanding of the terms and conditions of sale by Nexise by third-party/end user. Such compliance and/or understanding by third party and/or end user shall be at the full and sole responsibility of buyer/customer. At no point shall any third party and/or end-user of finished goods provided, manufactured, delivered, or installed by Nexise under this agreement, project, proposal, purchase order and/or letter of intent, be relinquished by the terms and conditions by Nexise until the conclusion of project, installation, delivery and/or service(s). Party shall be subject and fully responsible for all terms and conditions as noted by Nexise under this agreement until the completion of each project, service, delivery and/or installation. Title of goods/services shall not pass from shall not pass to the buyer/customer or third-party and/or end user until Nexise has received payment in full for all goods delivered under the agreement. Third Party/End User are to be bound by the terms and conditions of sale by Nexise and shall have no right to financial claims, title, losses, refusal to remedy, denial of access to Nexise, refusal of access to Nexise, its agents, employees, or representatives.

24. Outside Vendors/Contractors

Buyer is hereby precluded from engaging in contract, verbal or written and/or hiring any outside vendor, contractor, subcontractor and/or employee to complete any form of the scope of work as noted in the purchase order agreement/contract without prior written approval by an authorized representative of Nexise. If at any point customer engages in such activity(ies), it is at the buyer's own risk, outside of the agreement and will immediately void the warranty of any products, services or goods provided under the terms of the contract with Nexise. Buyer understands and agrees that in the event buyer engages with a party outside of Nexise while in contract with Nexise, to complete any form of the agreed upon scope of work, it will be at the sole expense of the buyer with no risk, responsibility, penalties or damages, etc., on Nexise and that buyer will be fully responsible for payment in full to Nexise as noted in the original agreement/contract(s).

25. Subcontractor

In the event of Nexise employing an agent or subcontractor to carry out the order or any part thereof Nexise will not be liable to the buyer/customer for any loss, damage or loss of profit arising from such delay or default and nor shall any delay or default entitle the buyer/customer to cancel any order or to refuse to accept delivery or withhold all or any part of the purchase price.

26. Libel/Defamation

The parties agree that in no event and at no point in time during the term of the contract or any time thereafter, shall either of party disparage, denigrate, slander, libel or otherwise defame the other party or the other's business, businesses, services, properties, assets, employees, agents, subcontractors, representatives or personnel. Shall such instances occur, buyer shall be in violation of these terms and be held responsible for all damages, loss of profits to Nexise and any other costs to the highest extent as deemed appropriate in a court of law. Such instances of defamation and/or libel includes but is not limited to, harming the reputation of Nexise, its subsidiaries, its agents and associates to award a project to a competitor, attempt to remove Nexise from a pending project, and/or attempt to harm future profits, projects and/or the reputation of Nexise with future customers.

27. Intellectual Property

Both parties agree to the fullest extent without hesitation that any design, artwork, inventions, ideas, know-how, developments, techniques, methods, formula(s), drawings, creations, sketches or any item featured on documentation with Nexise's logo and/or letterhead, as a result of bidding to perform services or performing services upon receipt of purchase order, financial exchange, letter of intent, contract, etc., whether or not reduced to practice and whether or not patentable, shall be the sole and exclusive property of Nexise. At no point may any party replicate, directly or indirectly, any item or design submitted by Nexise, whether common or uncommon in an industry. Such circumstances shall result in liquidated damages of forty-five (45%) percent of the total contract value be payable to Nexise. Nexise shall retain full ownership of any design, materials, trade secrets, products, product enhancements, etc., of any item or feature shown on renderings, shop drawings, sketches, emails, etc., submitted by Nexise.

27.1

Buyer understands and agrees to the fullest extent to not share, distribute, request pricing or bids, submit for manufacturing by another company, with any party any items mentioned in Section 27 of these terms and conditions unless written authorization is received by Nexise on Nexise letterhead. In such instances, buyer shall be liable to Nexise for liquidated damages in the amount of forty-five (45%) percent of the total contract value and/or $20,000.00, whichever is greater.

27.2

Buyer understands and agrees to the fullest extent that in the event a project with Nexise is cancelled for any reason, buyer is prohibited from utilizing any design, specified materials, and/or items mentioned in Section 27 of these terms and conditions. All items, scales, materials, dimensions reflected in shop drawings, bill of materials, sample submissions and/or renderings provided by Nexise shall remain as full intellectual property of Nexise and may not be used under any circumstances. In the event buyers engage in such acts, buyer shall be liable to Nexise for liquidated damages in the amount of sixty-five (65%) percent of the total contract value and/or $20,000.00, whichever is greater.

28. Scope of Work

All projects are to follow the detailed scope of work as noted on the proposal, estimate or quote submitted by Nexise. Buyer is responsible to review, approve and/or request additional changes to be made to the scope of work prior to issuing a purchase order, letter of intent, deposit, executed proposal or notification to Nexise to commence the project. In the event buyer requests changes to be made to the scope of work, any time after the project is mutually agreed, buyer is responsible for any and all costs associated with the changes to the scope of work. Nexise is responsible to fully adhering, produce, manufacture and complete all items as noted in the scope of work only, unless agreed to in writing on Nexise's letterhead or email associated with Nexise.

29. Special Products Warranty

Nexise does not warranty wood, stone or masonry products ("Special Products"). Due to the nature of Special Products and their unique properties, Nexise does not offer any guarantee or warranty on Special Products. Knots, cracks, splitting, discoloration, scratches, chips, holes or any other irregularities in the visual or structure of the material, whether discovered upon delivery or resulting over a period of time, shall not be deemed an error, defective or damaged. Special Products contain unique properties and qualities which are considered authentic features of the products and deemed to add character.

30. Binding Statements

No statement made by Nexise's staff or account executive(s) will be binding on Nexise unless incorporated in the proposal agreement in writing or subsequent written instrument on Nexise's letterhead. Although the additional agreement may be signed by Nexise's staff or account executive(s), the proposal agreement shall not be binding upon Nexise for any purpose until an executive officer or another authorized agent of Nexise accepts the agreement by providing a written signature evidencing such acceptance on the applicable document. At no time may the additional agreement or document govern the terms and conditions of sale by Nexise. At all times the terms and conditions by Nexise shall prevail and govern the proposal agreement, project and any subsequent agreement. In the event there is a conflict between any of the terms and conditions by Nexise or subsequent agreement or document by buyer/purchaser, the terms and conditions of Nexise shall govern.

31. Orientations

When the client requires Nexise workers to complete job specific training, site orientation and/or project prequalifications ("Orientations"). Orientations may be noted in the Transaction Document; however, they are only estimates. You agree to pay the actual cost for these Orientations as invoiced by Nexise. You agree to bear the risk of Orientation increases in excess of the amounts included in the Transaction Document, including but not limited to increases due to changes in scheduling or travel arrangements, to and from Nexise main office headquarters.

32. Severability

If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the intent and economic effect of the original provision to the fullest extent permitted by law, and the remaining provisions shall continue in full force and effect.

33. Color Matching

Pantone colors must be provided by the client to perform color matching. Exact color matching on digital or printed proofs may not be an exact match to pantone colors. Each computer monitor and digital devices display colors differently and are interpreted differently by the human eye.

34. Entire Agreement

The agreement constitutes a mutual understanding between the parties regarding the subject matter hereof and may not be modified or altered by any terms on customer's and/or buyer's purchase order, acknowledgement, or any other document, regardless of when provided to Nexise.

35. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PROPOSAL; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO ANY OF THE FOLLOWING: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THE PROPOSAL; OR (B) ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY A PARTY.

36. Scope Adjustments

Nexise reserves the right to increase or decrease the quantity or services of scope of work, in which case the proposal agreement price may be adjusted appropriately by Nexise only. Buyer/purchaser shall not, nor be entitled to, for any reason whatsoever determine any price adjustments.

37. Counterparts

This proposal may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or email of a signed copy of the proposal or other copy made by reliable mechanical means may be relied upon as an original.

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updated: January 2025. As noted above, all previous, current and future contracts which have been approved by buyer whether through purchase order, letter of intent, executed contract or verbal intent shall be governed by these updated terms and conditions with no exceptions. Buyer hereby acknowledges they have read, understood, maintained updates and agreed to all terms with no exceptions or claims otherwise.