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<p style="text-align: center;"><strong>General Terms & Conditions of the <br>Sales Agreement of KODA Modular Houses</strong></p><br /> <p>Big Sun Modular, LLC, a Delaware limited liability company, with an office location at 777 Third Avenue, New York, NY 10017 (hereafter, “Seller”), and {first_name} {last_name} an individual/business located at {address} {city}, {state} {zipcode} (hereafter, “Buyer”) (collectively, “Parties”), agree on {today} as follows:</p><br /> <p><strong>1. General terms and conditions </strong></p><br /> <p>1.1. These general terms and conditions (hereinafter “General Terms”) apply to all sales agreements (hereafter, “Sales Agreement”) of KODA modular houses, directly or indirectly manufactured by Seller or Seller’s sublicensee (“Koda” or “Modular House”).</p><br /> <p>1.2. The Annexes to the Sales Agreement include the User Manual attached as Annex A and the Customized List of Equipment attached as Annex B. </p><br /> <p>1.3. In the event of any conflict between the Sales Agreement and these General Terms, the provisions of the Sales Agreement shall trump. If there are any conflicts between the Sales Agreement and the Annexes to the Sales Agreement, the provisions of Sales Agreement will be controlling. </p><br /> <p><strong>2. Sale of Modular House</strong></p><br /> <p>2.1. Pursuant to this Sales Agreement the Seller sells and the Buyer buys the factory-prefabricated Modular House, the model and quantity of which are specified in the Sales Agreement.</p><br /> <p>2.2. The Parties have agreed that the Modular House must adhere to the Technical Specification and descriptions provided in the Annexes to this Sales Agreement in all material respects.</p><br /> <p><strong>3. Term and delivery of Modular House</strong></p><br /> <p>3.1. The Seller will use commercially reasonable efforts to deliver the purchased Modular House to the Buyer on or around the date and time specified in the Sales Agreement (“Delivery Dates”). However, Delivery Dates are estimates and not guaranteed. </p><br /> <p>3.2. Upon delivery of the Modular House to the Buyer, the Parties will sign an instrument of delivery and receipt. Buyer will have twenty-four (24) hours to inspect the Modular House after signing to report any issues.</p><br /> <p>3.3. The Buyer is solely responsible for procuring any necessary permits for the Modular House and for ensuring that the delivery site is fully prepared for delivery of the Modular House, and fully accessible for delivery of the Modular House. Buyer’s general contractor will send Seller a signed letter that all necessary permits have been procured, and that the site to which the Modular House is to be delivered is fully prepared for delivery and fully accessible to the Seller. Seller’s obligation to deliver the Modular House from the licensed manufacturer is contingent upon receipt of the aforementioned letter from the Buyer’s general contractor, and the delivery date in the Sales Agreement will be adjusted in the event that such confirming letter is not provided by the date specified in the Sales Agreement. </p><br /> <p>3.4. The risk of loss (including without limitation for accidental destruction and damage) of the Modular House transfers to the Buyer upon delivery of the Modular House to a common carrier at place of business of Seller or Seller’s licensed manufacturer as applicable.</p><br /> <p>3.5. The Buyer acknowledges that special knowledge and equipment is needed for assembly and disassembly of the Modular House, its connection to and disconnection from utility lines, and its lifting and transport. Buyer hereby acknowledges that they understand these actions can only be properly performed by a specialist with special knowledge and expertise concerning these actions. The Buyer is solely responsible for ensuring that each of the above-referenced actions is only performed by individuals who have the special knowledge and equipment necessary to competently perform the above-referenced tasks. The Parties agree that except in the event of gross negligence or willful misconduct by the Seller, the Seller does not, and shall not, have any liability for any damage, loss, claim or injury that occurs as a result of the above-referenced actions, including any damage or injury to, or caused by, the Modular House. </p><br /> <p><strong>4. Pricing and invoice management </strong></p><br /> <p>4.1. The Buyer will pay the Seller the amount set forth in the Sales Agreement (the “Price”). </p><br /> <p>4.2. The Price includes only the costs and expenses relating to the manufacture of the Modular House and does not include any other costs or expenses, including without limitation the cost of delivery, preparing the ground under the Modular House, the establishment of utility lines to the Modular House, or the assembly, installation, and connection to utility lines unless explicitly agreed otherwise by the Parties. The Price is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes, provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, or gross receipts. The Buyer will directly pay third-party service providers for any services relating to the Modular House, or, if mutually agreed, reimburse Seller for any such third-party costs and expenses paid directly by Seller. </p><br /> <p>4.3. The Buyer understands and agrees that the Price also does not include the cost of after-sales services, maintenance, spare parts, or replacement parts (except with respect to costs arising from any defects in the Modular House that are covered by the warranty set forth in Section 5.1 hereof or any original manufacturer warranty as may be further set forth in the User Manual as attached at Annex A). Further, the Buyer agrees that if, during the performance of this Agreement, the price of the materials used to build the Modular House significantly increases, through no fault of Seller or Seller’s third-party manufacturer, the Price shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. In such case, the Seller will provide the Buyer with written notice via email and/or publication on the BSM website (https://bigsunmodular.io/) at least fourteen (14) days prior to the price increase.</p><br /> <p>4.4. If the Parties have agreed that the Buyer will make an advance payment (“Deposit”) to Seller and the Buyer fails to make the Deposit in a timely manner, the Seller has no obligation to perform any of its obligations under this Agreement until the Buyer has paid the Deposit in full. </p><br /> <p>4.5. If the Buyer fails to pay the Price in a timely manner, time being of the essence, the Seller has the right to demand the payment of default interest at the lesser of the amount set forth in the Sales Agreement and the maximum amount chargeable under applicable law. </p><br /> <p>4.6. Unless otherwise agreed by the Parties, the Buyer will pay all financial obligations arising from the Sales Agreement (including without limitation with respect to the Price) within fourteen (14) days from the date of any invoice. </p><br /> <p>4.7. Unless otherwise agreed by the Parties, legal title to the Modular House belongs to the Seller until Seller receives full payment of the Price from the Buyer. </p><br /> <p>4.8. In the event Buyer purchases services from Seller relating to the Modular House that are not included in the Price, Buyer will pay Seller the then-current list price of Seller for such services. </p><br /> <p><strong>5. Warranty; Liability </strong></p><br /> <p>5.1. The Seller agrees to pass through, to the extent transferable, all warranties from original equipment manufacturers to parts of the Modular House as may be further detailed per the User Manual as attached at Annex A. EXCEPT AS OTHERWISE SET FORTH IN SECTION 5.1 HERETO, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE MODULAR HOUSE IS PROVIDED BY SELLER TO BUYER AS-IS WITHOUT WARRANTIES OF ANY KIND.</p><br /> <p>5.2 The Parties agree that immediately upon delivery of the Modular House the Buyer will inspect the Modular House and confirm within twenty-four (24) hours that it corresponds to the agreed terms and conditions and is free of defects. Buyer shall notify Seller of any defects found on the Modular House within thirty (30) days from the moment when the Buyer discovers or should discover the defect of the Modular House. Upon notifying the Seller of a defect of the Modular House, the Buyer will undertake describe to Seller in writing and via submission of photographs of the defect in sufficient detail. If the Buyer fails to notify the Seller of a defect during the provided term and/or fails to describe the defects in sufficient detail, the warranty is void with respect to such defect and Seller shall have no liability with respect thereto. The Buyer acknowledges and agrees that the Modular House must be used and maintained (including, yet not limited to, regular inspections and maintenance) in adherence to the User Manual attached as Annex A to this Sales Agreement. The Parties acknowledge and agree that the Seller is not liable for any design or manufacturing defects and that if any liability to Buyer due to a design or manufacturing defect may arise, any such liability may be due to a design or manufacturing defect as a result of the design of a third-party licensor and/or the manufacturing of a third-party manufacturer as applicable. Parties further agree that the Seller is not liable for any defects of the Modular House if such defects occur as a result of improper or undue use of the Modular House or if the Buyer fails to maintain the Modular House in adherence to the User Manual attached at Annex A. The Parties acknowledge and agree that the implementation of regular inspections and maintenance does not constitute the object of this Sales Agreement and such services, if contractually agreed to be provided by Seller, will be subject to separate written agreement and invoicing. </p><br /> <p>5.3. THE PARTIES AGREE THAT THE SELLER’S LIABILITY TO THE BUYER BASED ON THIS SALES AGREEMENT SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE LESSER OF THE PRICE OF THE SALES AGREEMENT OR THE AGGREGATE AMOUNT PAID BY BUYER TO SELLER UNDER THIS SALES AGREEMENT. THE PARTIES FURTHER AGREE THAT IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. </p><br /> <p>5.4. NOTWITHSTANDING ANY OTHER PROVISION OF THIS SALES AGREEMENT, THE REMEDIES SET FORTH IN SECTION 5.1 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN. </p><br /> <p>5.5. If the Buyer fails to accept the Modular House on the due date and in the location prescribed in the Sales Agreement or if delivery of the Modular House proves otherwise impossible due to reasons related to the Buyer (e.g., the ground underlying the Modular House has not been properly prepared), the Seller has the right to demand reimbursement from the Buyer for expenses related to the delay in delivery of the Modular House, including without limitation costs and expenses relating to transportation, storage or warehousing. </p><br /> <p><strong>6. Intellectual property and processing of personal data </strong></p><br /> <p>6.1. All documents and information of which the Buyer has gained possession based on or concerning this Sales Agreement are protected by intellectual property rights of the Seller or a third-party licensor, including copyright.</p><br /> <p>6.2. The Parties acknowledge and agree that all intellectual property concerning the Modular House (including without limitation trademarks, business names, patents, utility models, trade secrets and know how) constitute the sole property of the Seller or a third-party licensor as applicable, unless otherwise provided herein, and the Buyer has no right to use or incorporate said intellectual property unless otherwise agreed by Seller and/or a third-party licensor, as applicable, in writing. None of the provisions of this Sales Agreement can be interpreted to mean that the Seller grants the Buyer a license and permission to use or change the intellectual property of Seller or any applicable licensor. </p><br /> <p>6.3. Any information provided to the Buyer by the Seller or any of its agents or representatives, including but not limited to, drawings, descriptions, customer information, the production process, estimates, and financial data, is confidential information of Seller. The Buyer shall not disclose or use such confidential information or any other confidential or proprietary information of Seller without the Seller’s prior written consent. </p><br /> <p>6.4. By signing this Sales Agreement, the Buyer grants the Seller consent to process (record, arrange, store etc.) the Buyer’s personal data for the following purposes: communication with the Buyer and making offers to the Buyer, management and analysis of the customer base, implementation of customer satisfaction surveys, and performance of the Seller’s obligations arising from the law. </p><br /> <p>6.5. If Buyer is a business entity, Buyer hereby grants to Seller a limited, non-transferable, non-sublicensable, royalty-free, and non-exclusive license to reproduce, use and display its names, trademarks, trade names, logos and/or services marks ("Marks") for purposes of press releases, publicity, branding, marketing and distribution of Modular Houses of Seller as set forth in this Agreement and for no other purpose. Seller acknowledges that any such Marks remain the proprietary property of Buyer and Seller shall have no right to use any such Marks outside the scope of this Agreement. To enable Seller to perform its obligations under this Agreement, Buyer grants to Seller a non-exclusive license to copy, modify, display, store, use, transmit and display (including on and via the Internet) such content of Buyer, solely to the extent necessary for purposes of marketing with regard to the purchase and sale of Modular Houses and not for any purpose outside the scope of this Agreement. Seller will not claim ownership of any such content of Buyer, and Buyer is solely responsible for the content.</p><br /> <p><strong>7. Termination of Sales Agreement </strong></p><br /> <p>7.1. Either Party may terminate the Sales Agreement if the other Party has materially breached the Sales Agreement and fails to cure the breach within twenty-one (21) business days of being provided written notice of the breach by the other party. </p><br /> <p>7.2. Notwithstanding the foregoing, it is agreed that the Seller will not be deemed to be in material breach of the Sales Agreement for failure to timely deliver the Modular House to the Buyer unless the Seller has failed to use commercially reasonable efforts to deliver the Modular House within thirty (30) days of the delivery date specified in the Sales Agreement and such failure by Seller is due to matters within Seller's reasonable control (and not due to any Force Majeure Event as defined in Section 8.8 or other matter outside Seller's reasonable control). Seller disclaims any liability or responsibility, and Buyer shall hold Seller harmless, for the late or non-delivery of Modular House in case that the Buyer fails to fulfill the obligations in Section 3.3 and 4.4. Buyer acknowledges that it has no right to delay or defer delivery or acceptance.</p><br /> <p><strong>8. Final Provisions</strong></p><br /> <p>8.1. The Parties shall send any notices and notifications relating to performance of this Sales Agreement by e-mail or by registered mail to the address in the Sales Agreement. If a notice was sent to the address noted in the Sales Agreement, the other Party is deemed to have received the notice within five (5) working days from mailing of the notice, and within one (1) working day if sent by e-mail. </p><br /> <p>8.2. The Sales Agreement shall be governed by and interpreted under the laws of New York without regard to its conflict of law rules.</p><br /> <p>8.3. The Parties agree to arbitrate any and all disputes or claims the Parties could not resolve with informal negotiation as arising from or relating to this Sales Agreement, whether the disputes or claims arise in tort, contract, or pursuant to a statute, regulation or ordinance now in existence of which may in the future be enacted or recognized, pursuant to the applicable rules of arbitration of the American Arbitration Association (“AAA Rules”) before one neutral arbitrator. The venue of arbitration shall be New York, New York. Any situation not expressly covered by this Agreement shall be decided in accordance with the AAA Rules. Such arbitration of the disputes and claims shall be the sole and exclusive method of resolving any and all existing and future disputes or claims arising out of this Sales Agreement, which shall be binding and final. Each party shall bear its own costs of the arbitration and share equally the cost of the arbitrator. The parties expressly waive all rights to a court or jury trial.</p><br /> <p>8.4. The Parties confirm that they are not subject to any restrictions or hindrances which would prevent them from performing their obligations under this Sales Agreement. </p><br /> <p>8.5. The Sales Agreement may only be amended in a writing that has been signed by all Parties. This Sales Agreement (including the General Terms, and Annexes) contains the entire agreement of the Parties. </p><br /> <p>8.6. Buyer shall not assign any of its rights or delegate any of its obligations under this Sales Agreement without the prior written consent of Seller, and any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Sales Agreement. This Sales Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Seller may assign it rights and obligations under this Sales Agreement at any time, and may retain subcontractors to perform any of its obligations under the Sales Agreement. </p><br /> <p>8.7. This Sales Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Any counterpart may be executed by facsimile, PDF or other electronic format and such electronic signature shall be deemed an original. </p><br /> <p>8.8. Neither Party shall be liable to the other by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, acts of God, acts of nature, government regulations, embargoes, epidemics, terrorist acts, work stoppages, power blackouts, riots, civil disorder, employment strike, inability to secure products or services or transportation facilities, acts or omissions of transportation carriers, supply shortages, insurrection, war, pandemics, fires, flood, earthquakes and explosions (“Force Majeure Event”); provided that the affected party gives written notice of the cause of the delay to the other party within forty-eight (48) hours of the start of the Force Majeure Event and that each party shall use commercially reasonable efforts to resolve any issue that arises due to a Force Majeure event.</p><br /> <p>[SIGNATURE BLOCKS TO FOLLOW]</p><br /> <p>The Parties hereto have caused their duly authorized representatives to execute and deliver this Agreement as of the date first written above.</p><br /> ------<br /> Digital executed on {today} by {first_name} {last_name}
<p style="text-align: center;"><strong>General Terms & Conditions of the <br>Sales Agreement of KODA Modular Houses</strong></p><br /> <p>Big Sun Modular, LLC, a Delaware limited liability company, with an office location at 777 Third Avenue, New York, NY 10017 (hereafter, “Seller”), and {first_name} {last_name} an individual/business located at {address} {city}, {state} {zipcode} (hereafter, “Buyer”) (collectively, “Parties”), agree on {today} as follows:</p><br /> <p><strong>1. General terms and conditions </strong></p><br /> <p>1.1. These general terms and conditions (hereinafter “General Terms”) apply to all sales agreements (hereafter, “Sales Agreement”) of KODA modular houses, directly or indirectly manufactured by Seller or Seller’s sublicensee (“Koda” or “Modular House”).</p><br /> <p>1.2. The Annexes to the Sales Agreement include the User Manual attached as Annex A and the Customized List of Equipment attached as Annex B. </p><br /> <p>1.3. In the event of any conflict between the Sales Agreement and these General Terms, the provisions of the Sales Agreement shall trump. If there are any conflicts between the Sales Agreement and the Annexes to the Sales Agreement, the provisions of Sales Agreement will be controlling. </p><br /> <p><strong>2. Sale of Modular House</strong></p><br /> <p>2.1. Pursuant to this Sales Agreement the Seller sells and the Buyer buys the factory-prefabricated Modular House, the model and quantity of which are specified in the Sales Agreement.</p><br /> <p>2.2. The Parties have agreed that the Modular House must adhere to the Technical Specification and descriptions provided in the Annexes to this Sales Agreement in all material respects.</p><br /> <p><strong>3. Term and delivery of Modular House</strong></p><br /> <p>3.1. The Seller will use commercially reasonable efforts to deliver the purchased Modular House to the Buyer on or around the date and time specified in the Sales Agreement (“Delivery Dates”). However, Delivery Dates are estimates and not guaranteed. </p><br /> <p>3.2. Upon delivery of the Modular House to the Buyer, the Parties will sign an instrument of delivery and receipt. Buyer will have twenty-four (24) hours to inspect the Modular House after signing to report any issues.</p><br /> <p>3.3. The Buyer is solely responsible for procuring any necessary permits for the Modular House and for ensuring that the delivery site is fully prepared for delivery of the Modular House, and fully accessible for delivery of the Modular House. Buyer’s general contractor will send Seller a signed letter that all necessary permits have been procured, and that the site to which the Modular House is to be delivered is fully prepared for delivery and fully accessible to the Seller. Seller’s obligation to deliver the Modular House from the licensed manufacturer is contingent upon receipt of the aforementioned letter from the Buyer’s general contractor, and the delivery date in the Sales Agreement will be adjusted in the event that such confirming letter is not provided by the date specified in the Sales Agreement. </p><br /> <p>3.4. The risk of loss (including without limitation for accidental destruction and damage) of the Modular House transfers to the Buyer upon delivery of the Modular House to a common carrier at place of business of Seller or Seller’s licensed manufacturer as applicable.</p><br /> <p>3.5. The Buyer acknowledges that special knowledge and equipment is needed for assembly and disassembly of the Modular House, its connection to and disconnection from utility lines, and its lifting and transport. Buyer hereby acknowledges that they understand these actions can only be properly performed by a specialist with special knowledge and expertise concerning these actions. The Buyer is solely responsible for ensuring that each of the above-referenced actions is only performed by individuals who have the special knowledge and equipment necessary to competently perform the above-referenced tasks. The Parties agree that except in the event of gross negligence or willful misconduct by the Seller, the Seller does not, and shall not, have any liability for any damage, loss, claim or injury that occurs as a result of the above-referenced actions, including any damage or injury to, or caused by, the Modular House. </p><br /> <p><strong>4. Pricing and invoice management </strong></p><br /> <p>4.1. The Buyer will pay the Seller the amount set forth in the Sales Agreement (the “Price”). </p><br /> <p>4.2. The Price includes only the costs and expenses relating to the manufacture of the Modular House and does not include any other costs or expenses, including without limitation the cost of delivery, preparing the ground under the Modular House, the establishment of utility lines to the Modular House, or the assembly, installation, and connection to utility lines unless explicitly agreed otherwise by the Parties. The Price is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes, provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, or gross receipts. The Buyer will directly pay third-party service providers for any services relating to the Modular House, or, if mutually agreed, reimburse Seller for any such third-party costs and expenses paid directly by Seller. </p><br /> <p>4.3. The Buyer understands and agrees that the Price also does not include the cost of after-sales services, maintenance, spare parts, or replacement parts (except with respect to costs arising from any defects in the Modular House that are covered by the warranty set forth in Section 5.1 hereof or any original manufacturer warranty as may be further set forth in the User Manual as attached at Annex A). Further, the Buyer agrees that if, during the performance of this Agreement, the price of the materials used to build the Modular House significantly increases, through no fault of Seller or Seller’s third-party manufacturer, the Price shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. In such case, the Seller will provide the Buyer with written notice via email and/or publication on the BSM website (https://bigsunmodular.io/) at least fourteen (14) days prior to the price increase.</p><br /> <p>4.4. If the Parties have agreed that the Buyer will make an advance payment (“Deposit”) to Seller and the Buyer fails to make the Deposit in a timely manner, the Seller has no obligation to perform any of its obligations under this Agreement until the Buyer has paid the Deposit in full. </p><br /> <p>4.5. If the Buyer fails to pay the Price in a timely manner, time being of the essence, the Seller has the right to demand the payment of default interest at the lesser of the amount set forth in the Sales Agreement and the maximum amount chargeable under applicable law. </p><br /> <p>4.6. Unless otherwise agreed by the Parties, the Buyer will pay all financial obligations arising from the Sales Agreement (including without limitation with respect to the Price) within fourteen (14) days from the date of any invoice. </p><br /> <p>4.7. Unless otherwise agreed by the Parties, legal title to the Modular House belongs to the Seller until Seller receives full payment of the Price from the Buyer. </p><br /> <p>4.8. In the event Buyer purchases services from Seller relating to the Modular House that are not included in the Price, Buyer will pay Seller the then-current list price of Seller for such services. </p><br /> <p><strong>5. Warranty; Liability </strong></p><br /> <p>5.1. The Seller agrees to pass through, to the extent transferable, all warranties from original equipment manufacturers to parts of the Modular House as may be further detailed per the User Manual as attached at Annex A. EXCEPT AS OTHERWISE SET FORTH IN SECTION 5.1 HERETO, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE MODULAR HOUSE IS PROVIDED BY SELLER TO BUYER AS-IS WITHOUT WARRANTIES OF ANY KIND.</p><br /> <p>5.2 The Parties agree that immediately upon delivery of the Modular House the Buyer will inspect the Modular House and confirm within twenty-four (24) hours that it corresponds to the agreed terms and conditions and is free of defects. Buyer shall notify Seller of any defects found on the Modular House within thirty (30) days from the moment when the Buyer discovers or should discover the defect of the Modular House. Upon notifying the Seller of a defect of the Modular House, the Buyer will undertake describe to Seller in writing and via submission of photographs of the defect in sufficient detail. If the Buyer fails to notify the Seller of a defect during the provided term and/or fails to describe the defects in sufficient detail, the warranty is void with respect to such defect and Seller shall have no liability with respect thereto. The Buyer acknowledges and agrees that the Modular House must be used and maintained (including, yet not limited to, regular inspections and maintenance) in adherence to the User Manual attached as Annex A to this Sales Agreement. The Parties acknowledge and agree that the Seller is not liable for any design or manufacturing defects and that if any liability to Buyer due to a design or manufacturing defect may arise, any such liability may be due to a design or manufacturing defect as a result of the design of a third-party licensor and/or the manufacturing of a third-party manufacturer as applicable. Parties further agree that the Seller is not liable for any defects of the Modular House if such defects occur as a result of improper or undue use of the Modular House or if the Buyer fails to maintain the Modular House in adherence to the User Manual attached at Annex A. The Parties acknowledge and agree that the implementation of regular inspections and maintenance does not constitute the object of this Sales Agreement and such services, if contractually agreed to be provided by Seller, will be subject to separate written agreement and invoicing. </p><br /> <p>5.3. THE PARTIES AGREE THAT THE SELLER’S LIABILITY TO THE BUYER BASED ON THIS SALES AGREEMENT SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE LESSER OF THE PRICE OF THE SALES AGREEMENT OR THE AGGREGATE AMOUNT PAID BY BUYER TO SELLER UNDER THIS SALES AGREEMENT. THE PARTIES FURTHER AGREE THAT IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. </p><br /> <p>5.4. NOTWITHSTANDING ANY OTHER PROVISION OF THIS SALES AGREEMENT, THE REMEDIES SET FORTH IN SECTION 5.1 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN. </p><br /> <p>5.5. If the Buyer fails to accept the Modular House on the due date and in the location prescribed in the Sales Agreement or if delivery of the Modular House proves otherwise impossible due to reasons related to the Buyer (e.g., the ground underlying the Modular House has not been properly prepared), the Seller has the right to demand reimbursement from the Buyer for expenses related to the delay in delivery of the Modular House, including without limitation costs and expenses relating to transportation, storage or warehousing. </p><br /> <p><strong>6. Intellectual property and processing of personal data </strong></p><br /> <p>6.1. All documents and information of which the Buyer has gained possession based on or concerning this Sales Agreement are protected by intellectual property rights of the Seller or a third-party licensor, including copyright.</p><br /> <p>6.2. The Parties acknowledge and agree that all intellectual property concerning the Modular House (including without limitation trademarks, business names, patents, utility models, trade secrets and know how) constitute the sole property of the Seller or a third-party licensor as applicable, unless otherwise provided herein, and the Buyer has no right to use or incorporate said intellectual property unless otherwise agreed by Seller and/or a third-party licensor, as applicable, in writing. None of the provisions of this Sales Agreement can be interpreted to mean that the Seller grants the Buyer a license and permission to use or change the intellectual property of Seller or any applicable licensor. </p><br /> <p>6.3. Any information provided to the Buyer by the Seller or any of its agents or representatives, including but not limited to, drawings, descriptions, customer information, the production process, estimates, and financial data, is confidential information of Seller. The Buyer shall not disclose or use such confidential information or any other confidential or proprietary information of Seller without the Seller’s prior written consent. </p><br /> <p>6.4. By signing this Sales Agreement, the Buyer grants the Seller consent to process (record, arrange, store etc.) the Buyer’s personal data for the following purposes: communication with the Buyer and making offers to the Buyer, management and analysis of the customer base, implementation of customer satisfaction surveys, and performance of the Seller’s obligations arising from the law. </p><br /> <p>6.5. If Buyer is a business entity, Buyer hereby grants to Seller a limited, non-transferable, non-sublicensable, royalty-free, and non-exclusive license to reproduce, use and display its names, trademarks, trade names, logos and/or services marks ("Marks") for purposes of press releases, publicity, branding, marketing and distribution of Modular Houses of Seller as set forth in this Agreement and for no other purpose. Seller acknowledges that any such Marks remain the proprietary property of Buyer and Seller shall have no right to use any such Marks outside the scope of this Agreement. To enable Seller to perform its obligations under this Agreement, Buyer grants to Seller a non-exclusive license to copy, modify, display, store, use, transmit and display (including on and via the Internet) such content of Buyer, solely to the extent necessary for purposes of marketing with regard to the purchase and sale of Modular Houses and not for any purpose outside the scope of this Agreement. Seller will not claim ownership of any such content of Buyer, and Buyer is solely responsible for the content.</p><br /> <p><strong>7. Termination of Sales Agreement </strong></p><br /> <p>7.1. Either Party may terminate the Sales Agreement if the other Party has materially breached the Sales Agreement and fails to cure the breach within twenty-one (21) business days of being provided written notice of the breach by the other party. </p><br /> <p>7.2. Notwithstanding the foregoing, it is agreed that the Seller will not be deemed to be in material breach of the Sales Agreement for failure to timely deliver the Modular House to the Buyer unless the Seller has failed to use commercially reasonable efforts to deliver the Modular House within thirty (30) days of the delivery date specified in the Sales Agreement and such failure by Seller is due to matters within Seller's reasonable control (and not due to any Force Majeure Event as defined in Section 8.8 or other matter outside Seller's reasonable control). Seller disclaims any liability or responsibility, and Buyer shall hold Seller harmless, for the late or non-delivery of Modular House in case that the Buyer fails to fulfill the obligations in Section 3.3 and 4.4. Buyer acknowledges that it has no right to delay or defer delivery or acceptance.</p><br /> <p><strong>8. Final Provisions</strong></p><br /> <p>8.1. The Parties shall send any notices and notifications relating to performance of this Sales Agreement by e-mail or by registered mail to the address in the Sales Agreement. If a notice was sent to the address noted in the Sales Agreement, the other Party is deemed to have received the notice within five (5) working days from mailing of the notice, and within one (1) working day if sent by e-mail. </p><br /> <p>8.2. The Sales Agreement shall be governed by and interpreted under the laws of New York without regard to its conflict of law rules.</p><br /> <p>8.3. The Parties agree to arbitrate any and all disputes or claims the Parties could not resolve with informal negotiation as arising from or relating to this Sales Agreement, whether the disputes or claims arise in tort, contract, or pursuant to a statute, regulation or ordinance now in existence of which may in the future be enacted or recognized, pursuant to the applicable rules of arbitration of the American Arbitration Association (“AAA Rules”) before one neutral arbitrator. The venue of arbitration shall be New York, New York. Any situation not expressly covered by this Agreement shall be decided in accordance with the AAA Rules. Such arbitration of the disputes and claims shall be the sole and exclusive method of resolving any and all existing and future disputes or claims arising out of this Sales Agreement, which shall be binding and final. Each party shall bear its own costs of the arbitration and share equally the cost of the arbitrator. The parties expressly waive all rights to a court or jury trial.</p><br /> <p>8.4. The Parties confirm that they are not subject to any restrictions or hindrances which would prevent them from performing their obligations under this Sales Agreement. </p><br /> <p>8.5. The Sales Agreement may only be amended in a writing that has been signed by all Parties. This Sales Agreement (including the General Terms, and Annexes) contains the entire agreement of the Parties. </p><br /> <p>8.6. Buyer shall not assign any of its rights or delegate any of its obligations under this Sales Agreement without the prior written consent of Seller, and any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Sales Agreement. This Sales Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Seller may assign it rights and obligations under this Sales Agreement at any time, and may retain subcontractors to perform any of its obligations under the Sales Agreement. </p><br /> <p>8.7. This Sales Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Any counterpart may be executed by facsimile, PDF or other electronic format and such electronic signature shall be deemed an original. </p><br /> <p>8.8. Neither Party shall be liable to the other by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, acts of God, acts of nature, government regulations, embargoes, epidemics, terrorist acts, work stoppages, power blackouts, riots, civil disorder, employment strike, inability to secure products or services or transportation facilities, acts or omissions of transportation carriers, supply shortages, insurrection, war, pandemics, fires, flood, earthquakes and explosions (“Force Majeure Event”); provided that the affected party gives written notice of the cause of the delay to the other party within forty-eight (48) hours of the start of the Force Majeure Event and that each party shall use commercially reasonable efforts to resolve any issue that arises due to a Force Majeure event.</p><br /> <p>[SIGNATURE BLOCKS TO FOLLOW]</p><br /> <p>The Parties hereto have caused their duly authorized representatives to execute and deliver this Agreement as of the date first written above.</p><br /> ------<br /> Digital executed on {today} by {first_name} {last_name}
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<p style="text-align: center;"><strong>General Terms & Conditions of the <br>Sales Agreement of KODA Modular Houses</strong></p><br /> <p>Big Sun Modular, LLC, a Delaware limited liability company, with an office location at 777 Third Avenue, New York, NY 10017 (hereafter, “Seller”), and {first_name} {last_name} an individual/business located at {address} {city}, {state} {zipcode} (hereafter, “Buyer”) (collectively, “Parties”), agree on {today} as follows:</p><br /> <p><strong>1. General terms and conditions </strong></p><br /> <p>1.1. These general terms and conditions (hereinafter “General Terms”) apply to all sales agreements (hereafter, “Sales Agreement”) of KODA modular houses, directly or indirectly manufactured by Seller or Seller’s sublicensee (“Koda” or “Modular House”).</p><br /> <p>1.2. The Annexes to the Sales Agreement include the User Manual attached as Annex A and the Customized List of Equipment attached as Annex B. </p><br /> <p>1.3. In the event of any conflict between the Sales Agreement and these General Terms, the provisions of the Sales Agreement shall trump. If there are any conflicts between the Sales Agreement and the Annexes to the Sales Agreement, the provisions of Sales Agreement will be controlling. </p><br /> <p><strong>2. Sale of Modular House</strong></p><br /> <p>2.1. Pursuant to this Sales Agreement the Seller sells and the Buyer buys the factory-prefabricated Modular House, the model and quantity of which are specified in the Sales Agreement.</p><br /> <p>2.2. The Parties have agreed that the Modular House must adhere to the Technical Specification and descriptions provided in the Annexes to this Sales Agreement in all material respects.</p><br /> <p><strong>3. Term and delivery of Modular House</strong></p><br /> <p>3.1. The Seller will use commercially reasonable efforts to deliver the purchased Modular House to the Buyer on or around the date and time specified in the Sales Agreement (“Delivery Dates”). However, Delivery Dates are estimates and not guaranteed. </p><br /> <p>3.2. Upon delivery of the Modular House to the Buyer, the Parties will sign an instrument of delivery and receipt. Buyer will have twenty-four (24) hours to inspect the Modular House after signing to report any issues.</p><br /> <p>3.3. The Buyer is solely responsible for procuring any necessary permits for the Modular House and for ensuring that the delivery site is fully prepared for delivery of the Modular House, and fully accessible for delivery of the Modular House. Buyer’s general contractor will send Seller a signed letter that all necessary permits have been procured, and that the site to which the Modular House is to be delivered is fully prepared for delivery and fully accessible to the Seller. Seller’s obligation to deliver the Modular House from the licensed manufacturer is contingent upon receipt of the aforementioned letter from the Buyer’s general contractor, and the delivery date in the Sales Agreement will be adjusted in the event that such confirming letter is not provided by the date specified in the Sales Agreement. </p><br /> <p>3.4. The risk of loss (including without limitation for accidental destruction and damage) of the Modular House transfers to the Buyer upon delivery of the Modular House to a common carrier at place of business of Seller or Seller’s licensed manufacturer as applicable.</p><br /> <p>3.5. The Buyer acknowledges that special knowledge and equipment is needed for assembly and disassembly of the Modular House, its connection to and disconnection from utility lines, and its lifting and transport. Buyer hereby acknowledges that they understand these actions can only be properly performed by a specialist with special knowledge and expertise concerning these actions. The Buyer is solely responsible for ensuring that each of the above-referenced actions is only performed by individuals who have the special knowledge and equipment necessary to competently perform the above-referenced tasks. The Parties agree that except in the event of gross negligence or willful misconduct by the Seller, the Seller does not, and shall not, have any liability for any damage, loss, claim or injury that occurs as a result of the above-referenced actions, including any damage or injury to, or caused by, the Modular House. </p><br /> <p><strong>4. Pricing and invoice management </strong></p><br /> <p>4.1. The Buyer will pay the Seller the amount set forth in the Sales Agreement (the “Price”). </p><br /> <p>4.2. The Price includes only the costs and expenses relating to the manufacture of the Modular House and does not include any other costs or expenses, including without limitation the cost of delivery, preparing the ground under the Modular House, the establishment of utility lines to the Modular House, or the assembly, installation, and connection to utility lines unless explicitly agreed otherwise by the Parties. The Price is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes, provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, or gross receipts. The Buyer will directly pay third-party service providers for any services relating to the Modular House, or, if mutually agreed, reimburse Seller for any such third-party costs and expenses paid directly by Seller. </p><br /> <p>4.3. The Buyer understands and agrees that the Price also does not include the cost of after-sales services, maintenance, spare parts, or replacement parts (except with respect to costs arising from any defects in the Modular House that are covered by the warranty set forth in Section 5.1 hereof or any original manufacturer warranty as may be further set forth in the User Manual as attached at Annex A). Further, the Buyer agrees that if, during the performance of this Agreement, the price of the materials used to build the Modular House significantly increases, through no fault of Seller or Seller’s third-party manufacturer, the Price shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. In such case, the Seller will provide the Buyer with written notice via email and/or publication on the BSM website (https://bigsunmodular.io/) at least fourteen (14) days prior to the price increase.</p><br /> <p>4.4. If the Parties have agreed that the Buyer will make an advance payment (“Deposit”) to Seller and the Buyer fails to make the Deposit in a timely manner, the Seller has no obligation to perform any of its obligations under this Agreement until the Buyer has paid the Deposit in full. </p><br /> <p>4.5. If the Buyer fails to pay the Price in a timely manner, time being of the essence, the Seller has the right to demand the payment of default interest at the lesser of the amount set forth in the Sales Agreement and the maximum amount chargeable under applicable law. </p><br /> <p>4.6. Unless otherwise agreed by the Parties, the Buyer will pay all financial obligations arising from the Sales Agreement (including without limitation with respect to the Price) within fourteen (14) days from the date of any invoice. </p><br /> <p>4.7. Unless otherwise agreed by the Parties, legal title to the Modular House belongs to the Seller until Seller receives full payment of the Price from the Buyer. </p><br /> <p>4.8. In the event Buyer purchases services from Seller relating to the Modular House that are not included in the Price, Buyer will pay Seller the then-current list price of Seller for such services. </p><br /> <p><strong>5. Warranty; Liability </strong></p><br /> <p>5.1. The Seller agrees to pass through, to the extent transferable, all warranties from original equipment manufacturers to parts of the Modular House as may be further detailed per the User Manual as attached at Annex A. EXCEPT AS OTHERWISE SET FORTH IN SECTION 5.1 HERETO, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE MODULAR HOUSE IS PROVIDED BY SELLER TO BUYER AS-IS WITHOUT WARRANTIES OF ANY KIND.</p><br /> <p>5.2 The Parties agree that immediately upon delivery of the Modular House the Buyer will inspect the Modular House and confirm within twenty-four (24) hours that it corresponds to the agreed terms and conditions and is free of defects. Buyer shall notify Seller of any defects found on the Modular House within thirty (30) days from the moment when the Buyer discovers or should discover the defect of the Modular House. Upon notifying the Seller of a defect of the Modular House, the Buyer will undertake describe to Seller in writing and via submission of photographs of the defect in sufficient detail. If the Buyer fails to notify the Seller of a defect during the provided term and/or fails to describe the defects in sufficient detail, the warranty is void with respect to such defect and Seller shall have no liability with respect thereto. The Buyer acknowledges and agrees that the Modular House must be used and maintained (including, yet not limited to, regular inspections and maintenance) in adherence to the User Manual attached as Annex A to this Sales Agreement. The Parties acknowledge and agree that the Seller is not liable for any design or manufacturing defects and that if any liability to Buyer due to a design or manufacturing defect may arise, any such liability may be due to a design or manufacturing defect as a result of the design of a third-party licensor and/or the manufacturing of a third-party manufacturer as applicable. Parties further agree that the Seller is not liable for any defects of the Modular House if such defects occur as a result of improper or undue use of the Modular House or if the Buyer fails to maintain the Modular House in adherence to the User Manual attached at Annex A. The Parties acknowledge and agree that the implementation of regular inspections and maintenance does not constitute the object of this Sales Agreement and such services, if contractually agreed to be provided by Seller, will be subject to separate written agreement and invoicing. </p><br /> <p>5.3. THE PARTIES AGREE THAT THE SELLER’S LIABILITY TO THE BUYER BASED ON THIS SALES AGREEMENT SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE LESSER OF THE PRICE OF THE SALES AGREEMENT OR THE AGGREGATE AMOUNT PAID BY BUYER TO SELLER UNDER THIS SALES AGREEMENT. THE PARTIES FURTHER AGREE THAT IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. </p><br /> <p>5.4. NOTWITHSTANDING ANY OTHER PROVISION OF THIS SALES AGREEMENT, THE REMEDIES SET FORTH IN SECTION 5.1 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN. </p><br /> <p>5.5. If the Buyer fails to accept the Modular House on the due date and in the location prescribed in the Sales Agreement or if delivery of the Modular House proves otherwise impossible due to reasons related to the Buyer (e.g., the ground underlying the Modular House has not been properly prepared), the Seller has the right to demand reimbursement from the Buyer for expenses related to the delay in delivery of the Modular House, including without limitation costs and expenses relating to transportation, storage or warehousing. </p><br /> <p><strong>6. Intellectual property and processing of personal data </strong></p><br /> <p>6.1. All documents and information of which the Buyer has gained possession based on or concerning this Sales Agreement are protected by intellectual property rights of the Seller or a third-party licensor, including copyright.</p><br /> <p>6.2. The Parties acknowledge and agree that all intellectual property concerning the Modular House (including without limitation trademarks, business names, patents, utility models, trade secrets and know how) constitute the sole property of the Seller or a third-party licensor as applicable, unless otherwise provided herein, and the Buyer has no right to use or incorporate said intellectual property unless otherwise agreed by Seller and/or a third-party licensor, as applicable, in writing. None of the provisions of this Sales Agreement can be interpreted to mean that the Seller grants the Buyer a license and permission to use or change the intellectual property of Seller or any applicable licensor. </p><br /> <p>6.3. Any information provided to the Buyer by the Seller or any of its agents or representatives, including but not limited to, drawings, descriptions, customer information, the production process, estimates, and financial data, is confidential information of Seller. The Buyer shall not disclose or use such confidential information or any other confidential or proprietary information of Seller without the Seller’s prior written consent. </p><br /> <p>6.4. By signing this Sales Agreement, the Buyer grants the Seller consent to process (record, arrange, store etc.) the Buyer’s personal data for the following purposes: communication with the Buyer and making offers to the Buyer, management and analysis of the customer base, implementation of customer satisfaction surveys, and performance of the Seller’s obligations arising from the law. </p><br /> <p>6.5. If Buyer is a business entity, Buyer hereby grants to Seller a limited, non-transferable, non-sublicensable, royalty-free, and non-exclusive license to reproduce, use and display its names, trademarks, trade names, logos and/or services marks ("Marks") for purposes of press releases, publicity, branding, marketing and distribution of Modular Houses of Seller as set forth in this Agreement and for no other purpose. Seller acknowledges that any such Marks remain the proprietary property of Buyer and Seller shall have no right to use any such Marks outside the scope of this Agreement. To enable Seller to perform its obligations under this Agreement, Buyer grants to Seller a non-exclusive license to copy, modify, display, store, use, transmit and display (including on and via the Internet) such content of Buyer, solely to the extent necessary for purposes of marketing with regard to the purchase and sale of Modular Houses and not for any purpose outside the scope of this Agreement. Seller will not claim ownership of any such content of Buyer, and Buyer is solely responsible for the content.</p><br /> <p><strong>7. Termination of Sales Agreement </strong></p><br /> <p>7.1. Either Party may terminate the Sales Agreement if the other Party has materially breached the Sales Agreement and fails to cure the breach within twenty-one (21) business days of being provided written notice of the breach by the other party. </p><br /> <p>7.2. Notwithstanding the foregoing, it is agreed that the Seller will not be deemed to be in material breach of the Sales Agreement for failure to timely deliver the Modular House to the Buyer unless the Seller has failed to use commercially reasonable efforts to deliver the Modular House within thirty (30) days of the delivery date specified in the Sales Agreement and such failure by Seller is due to matters within Seller's reasonable control (and not due to any Force Majeure Event as defined in Section 8.8 or other matter outside Seller's reasonable control). Seller disclaims any liability or responsibility, and Buyer shall hold Seller harmless, for the late or non-delivery of Modular House in case that the Buyer fails to fulfill the obligations in Section 3.3 and 4.4. Buyer acknowledges that it has no right to delay or defer delivery or acceptance.</p><br /> <p><strong>8. Final Provisions</strong></p><br /> <p>8.1. The Parties shall send any notices and notifications relating to performance of this Sales Agreement by e-mail or by registered mail to the address in the Sales Agreement. If a notice was sent to the address noted in the Sales Agreement, the other Party is deemed to have received the notice within five (5) working days from mailing of the notice, and within one (1) working day if sent by e-mail. </p><br /> <p>8.2. The Sales Agreement shall be governed by and interpreted under the laws of New York without regard to its conflict of law rules.</p><br /> <p>8.3. The Parties agree to arbitrate any and all disputes or claims the Parties could not resolve with informal negotiation as arising from or relating to this Sales Agreement, whether the disputes or claims arise in tort, contract, or pursuant to a statute, regulation or ordinance now in existence of which may in the future be enacted or recognized, pursuant to the applicable rules of arbitration of the American Arbitration Association (“AAA Rules”) before one neutral arbitrator. The venue of arbitration shall be New York, New York. Any situation not expressly covered by this Agreement shall be decided in accordance with the AAA Rules. Such arbitration of the disputes and claims shall be the sole and exclusive method of resolving any and all existing and future disputes or claims arising out of this Sales Agreement, which shall be binding and final. Each party shall bear its own costs of the arbitration and share equally the cost of the arbitrator. The parties expressly waive all rights to a court or jury trial.</p><br /> <p>8.4. The Parties confirm that they are not subject to any restrictions or hindrances which would prevent them from performing their obligations under this Sales Agreement. </p><br /> <p>8.5. The Sales Agreement may only be amended in a writing that has been signed by all Parties. This Sales Agreement (including the General Terms, and Annexes) contains the entire agreement of the Parties. </p><br /> <p>8.6. Buyer shall not assign any of its rights or delegate any of its obligations under this Sales Agreement without the prior written consent of Seller, and any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Sales Agreement. This Sales Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Seller may assign it rights and obligations under this Sales Agreement at any time, and may retain subcontractors to perform any of its obligations under the Sales Agreement. </p><br /> <p>8.7. This Sales Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Any counterpart may be executed by facsimile, PDF or other electronic format and such electronic signature shall be deemed an original. </p><br /> <p>8.8. Neither Party shall be liable to the other by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, acts of God, acts of nature, government regulations, embargoes, epidemics, terrorist acts, work stoppages, power blackouts, riots, civil disorder, employment strike, inability to secure products or services or transportation facilities, acts or omissions of transportation carriers, supply shortages, insurrection, war, pandemics, fires, flood, earthquakes and explosions (“Force Majeure Event”); provided that the affected party gives written notice of the cause of the delay to the other party within forty-eight (48) hours of the start of the Force Majeure Event and that each party shall use commercially reasonable efforts to resolve any issue that arises due to a Force Majeure event.</p><br /> <p>[SIGNATURE BLOCKS TO FOLLOW]</p><br /> <p>The Parties hereto have caused their duly authorized representatives to execute and deliver this Agreement as of the date first written above.</p><br /> ------<br /> {today}
<p style="text-align: center;"><strong>General Terms & Conditions of the <br>Sales Agreement of KODA Modular Houses</strong></p><br /> <p>Big Sun Modular, LLC, a Delaware limited liability company, with an office location at 777 Third Avenue, New York, NY 10017 (hereafter, “Seller”), and {first_name} {last_name} an individual/business located at {address} {city}, {state} {zipcode} (hereafter, “Buyer”) (collectively, “Parties”), agree on {today} as follows:</p><br /> <p><strong>1. General terms and conditions </strong></p><br /> <p>1.1. These general terms and conditions (hereinafter “General Terms”) apply to all sales agreements (hereafter, “Sales Agreement”) of KODA modular houses, directly or indirectly manufactured by Seller or Seller’s sublicensee (“Koda” or “Modular House”).</p><br /> <p>1.2. The Annexes to the Sales Agreement include the User Manual attached as Annex A and the Customized List of Equipment attached as Annex B. </p><br /> <p>1.3. In the event of any conflict between the Sales Agreement and these General Terms, the provisions of the Sales Agreement shall trump. If there are any conflicts between the Sales Agreement and the Annexes to the Sales Agreement, the provisions of Sales Agreement will be controlling. </p><br /> <p><strong>2. Sale of Modular House</strong></p><br /> <p>2.1. Pursuant to this Sales Agreement the Seller sells and the Buyer buys the factory-prefabricated Modular House, the model and quantity of which are specified in the Sales Agreement.</p><br /> <p>2.2. The Parties have agreed that the Modular House must adhere to the Technical Specification and descriptions provided in the Annexes to this Sales Agreement in all material respects.</p><br /> <p><strong>3. Term and delivery of Modular House</strong></p><br /> <p>3.1. The Seller will use commercially reasonable efforts to deliver the purchased Modular House to the Buyer on or around the date and time specified in the Sales Agreement (“Delivery Dates”). However, Delivery Dates are estimates and not guaranteed. </p><br /> <p>3.2. Upon delivery of the Modular House to the Buyer, the Parties will sign an instrument of delivery and receipt. Buyer will have twenty-four (24) hours to inspect the Modular House after signing to report any issues.</p><br /> <p>3.3. The Buyer is solely responsible for procuring any necessary permits for the Modular House and for ensuring that the delivery site is fully prepared for delivery of the Modular House, and fully accessible for delivery of the Modular House. Buyer’s general contractor will send Seller a signed letter that all necessary permits have been procured, and that the site to which the Modular House is to be delivered is fully prepared for delivery and fully accessible to the Seller. Seller’s obligation to deliver the Modular House from the licensed manufacturer is contingent upon receipt of the aforementioned letter from the Buyer’s general contractor, and the delivery date in the Sales Agreement will be adjusted in the event that such confirming letter is not provided by the date specified in the Sales Agreement. </p><br /> <p>3.4. The risk of loss (including without limitation for accidental destruction and damage) of the Modular House transfers to the Buyer upon delivery of the Modular House to a common carrier at place of business of Seller or Seller’s licensed manufacturer as applicable.</p><br /> <p>3.5. The Buyer acknowledges that special knowledge and equipment is needed for assembly and disassembly of the Modular House, its connection to and disconnection from utility lines, and its lifting and transport. Buyer hereby acknowledges that they understand these actions can only be properly performed by a specialist with special knowledge and expertise concerning these actions. The Buyer is solely responsible for ensuring that each of the above-referenced actions is only performed by individuals who have the special knowledge and equipment necessary to competently perform the above-referenced tasks. The Parties agree that except in the event of gross negligence or willful misconduct by the Seller, the Seller does not, and shall not, have any liability for any damage, loss, claim or injury that occurs as a result of the above-referenced actions, including any damage or injury to, or caused by, the Modular House. </p><br /> <p><strong>4. Pricing and invoice management </strong></p><br /> <p>4.1. The Buyer will pay the Seller the amount set forth in the Sales Agreement (the “Price”). </p><br /> <p>4.2. The Price includes only the costs and expenses relating to the manufacture of the Modular House and does not include any other costs or expenses, including without limitation the cost of delivery, preparing the ground under the Modular House, the establishment of utility lines to the Modular House, or the assembly, installation, and connection to utility lines unless explicitly agreed otherwise by the Parties. The Price is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes, provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, or gross receipts. The Buyer will directly pay third-party service providers for any services relating to the Modular House, or, if mutually agreed, reimburse Seller for any such third-party costs and expenses paid directly by Seller. </p><br /> <p>4.3. The Buyer understands and agrees that the Price also does not include the cost of after-sales services, maintenance, spare parts, or replacement parts (except with respect to costs arising from any defects in the Modular House that are covered by the warranty set forth in Section 5.1 hereof or any original manufacturer warranty as may be further set forth in the User Manual as attached at Annex A). Further, the Buyer agrees that if, during the performance of this Agreement, the price of the materials used to build the Modular House significantly increases, through no fault of Seller or Seller’s third-party manufacturer, the Price shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. In such case, the Seller will provide the Buyer with written notice via email and/or publication on the BSM website (https://bigsunmodular.io/) at least fourteen (14) days prior to the price increase.</p><br /> <p>4.4. If the Parties have agreed that the Buyer will make an advance payment (“Deposit”) to Seller and the Buyer fails to make the Deposit in a timely manner, the Seller has no obligation to perform any of its obligations under this Agreement until the Buyer has paid the Deposit in full. </p><br /> <p>4.5. If the Buyer fails to pay the Price in a timely manner, time being of the essence, the Seller has the right to demand the payment of default interest at the lesser of the amount set forth in the Sales Agreement and the maximum amount chargeable under applicable law. </p><br /> <p>4.6. Unless otherwise agreed by the Parties, the Buyer will pay all financial obligations arising from the Sales Agreement (including without limitation with respect to the Price) within fourteen (14) days from the date of any invoice. </p><br /> <p>4.7. Unless otherwise agreed by the Parties, legal title to the Modular House belongs to the Seller until Seller receives full payment of the Price from the Buyer. </p><br /> <p>4.8. In the event Buyer purchases services from Seller relating to the Modular House that are not included in the Price, Buyer will pay Seller the then-current list price of Seller for such services. </p><br /> <p><strong>5. Warranty; Liability </strong></p><br /> <p>5.1. The Seller agrees to pass through, to the extent transferable, all warranties from original equipment manufacturers to parts of the Modular House as may be further detailed per the User Manual as attached at Annex A. EXCEPT AS OTHERWISE SET FORTH IN SECTION 5.1 HERETO, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE MODULAR HOUSE IS PROVIDED BY SELLER TO BUYER AS-IS WITHOUT WARRANTIES OF ANY KIND.</p><br /> <p>5.2 The Parties agree that immediately upon delivery of the Modular House the Buyer will inspect the Modular House and confirm within twenty-four (24) hours that it corresponds to the agreed terms and conditions and is free of defects. Buyer shall notify Seller of any defects found on the Modular House within thirty (30) days from the moment when the Buyer discovers or should discover the defect of the Modular House. Upon notifying the Seller of a defect of the Modular House, the Buyer will undertake describe to Seller in writing and via submission of photographs of the defect in sufficient detail. If the Buyer fails to notify the Seller of a defect during the provided term and/or fails to describe the defects in sufficient detail, the warranty is void with respect to such defect and Seller shall have no liability with respect thereto. The Buyer acknowledges and agrees that the Modular House must be used and maintained (including, yet not limited to, regular inspections and maintenance) in adherence to the User Manual attached as Annex A to this Sales Agreement. The Parties acknowledge and agree that the Seller is not liable for any design or manufacturing defects and that if any liability to Buyer due to a design or manufacturing defect may arise, any such liability may be due to a design or manufacturing defect as a result of the design of a third-party licensor and/or the manufacturing of a third-party manufacturer as applicable. Parties further agree that the Seller is not liable for any defects of the Modular House if such defects occur as a result of improper or undue use of the Modular House or if the Buyer fails to maintain the Modular House in adherence to the User Manual attached at Annex A. The Parties acknowledge and agree that the implementation of regular inspections and maintenance does not constitute the object of this Sales Agreement and such services, if contractually agreed to be provided by Seller, will be subject to separate written agreement and invoicing. </p><br /> <p>5.3. THE PARTIES AGREE THAT THE SELLER’S LIABILITY TO THE BUYER BASED ON THIS SALES AGREEMENT SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE LESSER OF THE PRICE OF THE SALES AGREEMENT OR THE AGGREGATE AMOUNT PAID BY BUYER TO SELLER UNDER THIS SALES AGREEMENT. THE PARTIES FURTHER AGREE THAT IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. </p><br /> <p>5.4. NOTWITHSTANDING ANY OTHER PROVISION OF THIS SALES AGREEMENT, THE REMEDIES SET FORTH IN SECTION 5.1 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN. </p><br /> <p>5.5. If the Buyer fails to accept the Modular House on the due date and in the location prescribed in the Sales Agreement or if delivery of the Modular House proves otherwise impossible due to reasons related to the Buyer (e.g., the ground underlying the Modular House has not been properly prepared), the Seller has the right to demand reimbursement from the Buyer for expenses related to the delay in delivery of the Modular House, including without limitation costs and expenses relating to transportation, storage or warehousing. </p><br /> <p><strong>6. Intellectual property and processing of personal data </strong></p><br /> <p>6.1. All documents and information of which the Buyer has gained possession based on or concerning this Sales Agreement are protected by intellectual property rights of the Seller or a third-party licensor, including copyright.</p><br /> <p>6.2. The Parties acknowledge and agree that all intellectual property concerning the Modular House (including without limitation trademarks, business names, patents, utility models, trade secrets and know how) constitute the sole property of the Seller or a third-party licensor as applicable, unless otherwise provided herein, and the Buyer has no right to use or incorporate said intellectual property unless otherwise agreed by Seller and/or a third-party licensor, as applicable, in writing. None of the provisions of this Sales Agreement can be interpreted to mean that the Seller grants the Buyer a license and permission to use or change the intellectual property of Seller or any applicable licensor. </p><br /> <p>6.3. Any information provided to the Buyer by the Seller or any of its agents or representatives, including but not limited to, drawings, descriptions, customer information, the production process, estimates, and financial data, is confidential information of Seller. The Buyer shall not disclose or use such confidential information or any other confidential or proprietary information of Seller without the Seller’s prior written consent. </p><br /> <p>6.4. By signing this Sales Agreement, the Buyer grants the Seller consent to process (record, arrange, store etc.) the Buyer’s personal data for the following purposes: communication with the Buyer and making offers to the Buyer, management and analysis of the customer base, implementation of customer satisfaction surveys, and performance of the Seller’s obligations arising from the law. </p><br /> <p>6.5. If Buyer is a business entity, Buyer hereby grants to Seller a limited, non-transferable, non-sublicensable, royalty-free, and non-exclusive license to reproduce, use and display its names, trademarks, trade names, logos and/or services marks ("Marks") for purposes of press releases, publicity, branding, marketing and distribution of Modular Houses of Seller as set forth in this Agreement and for no other purpose. Seller acknowledges that any such Marks remain the proprietary property of Buyer and Seller shall have no right to use any such Marks outside the scope of this Agreement. To enable Seller to perform its obligations under this Agreement, Buyer grants to Seller a non-exclusive license to copy, modify, display, store, use, transmit and display (including on and via the Internet) such content of Buyer, solely to the extent necessary for purposes of marketing with regard to the purchase and sale of Modular Houses and not for any purpose outside the scope of this Agreement. Seller will not claim ownership of any such content of Buyer, and Buyer is solely responsible for the content.</p><br /> <p><strong>7. Termination of Sales Agreement </strong></p><br /> <p>7.1. Either Party may terminate the Sales Agreement if the other Party has materially breached the Sales Agreement and fails to cure the breach within twenty-one (21) business days of being provided written notice of the breach by the other party. </p><br /> <p>7.2. Notwithstanding the foregoing, it is agreed that the Seller will not be deemed to be in material breach of the Sales Agreement for failure to timely deliver the Modular House to the Buyer unless the Seller has failed to use commercially reasonable efforts to deliver the Modular House within thirty (30) days of the delivery date specified in the Sales Agreement and such failure by Seller is due to matters within Seller's reasonable control (and not due to any Force Majeure Event as defined in Section 8.8 or other matter outside Seller's reasonable control). Seller disclaims any liability or responsibility, and Buyer shall hold Seller harmless, for the late or non-delivery of Modular House in case that the Buyer fails to fulfill the obligations in Section 3.3 and 4.4. Buyer acknowledges that it has no right to delay or defer delivery or acceptance.</p><br /> <p><strong>8. Final Provisions</strong></p><br /> <p>8.1. The Parties shall send any notices and notifications relating to performance of this Sales Agreement by e-mail or by registered mail to the address in the Sales Agreement. If a notice was sent to the address noted in the Sales Agreement, the other Party is deemed to have received the notice within five (5) working days from mailing of the notice, and within one (1) working day if sent by e-mail. </p><br /> <p>8.2. The Sales Agreement shall be governed by and interpreted under the laws of New York without regard to its conflict of law rules.</p><br /> <p>8.3. The Parties agree to arbitrate any and all disputes or claims the Parties could not resolve with informal negotiation as arising from or relating to this Sales Agreement, whether the disputes or claims arise in tort, contract, or pursuant to a statute, regulation or ordinance now in existence of which may in the future be enacted or recognized, pursuant to the applicable rules of arbitration of the American Arbitration Association (“AAA Rules”) before one neutral arbitrator. The venue of arbitration shall be New York, New York. Any situation not expressly covered by this Agreement shall be decided in accordance with the AAA Rules. Such arbitration of the disputes and claims shall be the sole and exclusive method of resolving any and all existing and future disputes or claims arising out of this Sales Agreement, which shall be binding and final. Each party shall bear its own costs of the arbitration and share equally the cost of the arbitrator. The parties expressly waive all rights to a court or jury trial.</p><br /> <p>8.4. The Parties confirm that they are not subject to any restrictions or hindrances which would prevent them from performing their obligations under this Sales Agreement. </p><br /> <p>8.5. The Sales Agreement may only be amended in a writing that has been signed by all Parties. This Sales Agreement (including the General Terms, and Annexes) contains the entire agreement of the Parties. </p><br /> <p>8.6. Buyer shall not assign any of its rights or delegate any of its obligations under this Sales Agreement without the prior written consent of Seller, and any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Sales Agreement. This Sales Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Seller may assign it rights and obligations under this Sales Agreement at any time, and may retain subcontractors to perform any of its obligations under the Sales Agreement. </p><br /> <p>8.7. This Sales Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Any counterpart may be executed by facsimile, PDF or other electronic format and such electronic signature shall be deemed an original. </p><br /> <p>8.8. Neither Party shall be liable to the other by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, acts of God, acts of nature, government regulations, embargoes, epidemics, terrorist acts, work stoppages, power blackouts, riots, civil disorder, employment strike, inability to secure products or services or transportation facilities, acts or omissions of transportation carriers, supply shortages, insurrection, war, pandemics, fires, flood, earthquakes and explosions (“Force Majeure Event”); provided that the affected party gives written notice of the cause of the delay to the other party within forty-eight (48) hours of the start of the Force Majeure Event and that each party shall use commercially reasonable efforts to resolve any issue that arises due to a Force Majeure event.</p><br /> <p>[SIGNATURE BLOCKS TO FOLLOW]</p><br /> <p>The Parties hereto have caused their duly authorized representatives to execute and deliver this Agreement as of the date first written above.</p><br /> ------<br /> {today}
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