TERMS NET 30: Buyer will pay each invoice in full in accordance with the terms of the particular Purchase Agreement, invoice, or other shipping document, with or without Buyer’s signature. In the event Buyer fails to make payment when due, Buyer will pay, in addition to the invoice amount, a monthly late payment charge of 1.5%. Seller reserves the right to change such charges from time to time in its sole discretion and without notice. All payments are due within terms. Buyer agrees that should the late payment charge be deemed by a court of competent jurisdiction to violate any law, Buyer’s sole remedy against Seller for such violation will be the application of any late payment charge paid in excess of the maximum rate allowable by law toward the unpaid account balance (or a refund of such excess if no account balance remains unpaid).

Buyer authorizes all persons, institutions, organizations, companies, and credit reporting agencies to furnish all pertinent information, including commercial and consumer credit reports, requested from time to time by Terrain Civil. The undersigned and Buyer, if different, each warrant that the information given is true and no unfavorable information has been omitted. The extension of credit hereunder, the amount of credit and the cancellation or reduction of credit shall be within the sole discretion of Terrain Civil. Buyer agrees to be bound by Terrain Civil’s Credit Agreement and Purchase Agreement and acknowledges receipt of same. Each undersigned individual who is either a partner of the Buyer as credit applicant or a sole proprietorship of the Buyer as credit applicant, recognizing that his other individual credit history may be a factor in the evaluation of the credit history of the buyer, hereby consents for and authorizes Terrain Civil to obtain and use consumer credit reports for each undersigned individual, from time to time as may be needed, to evaluate the credit of Buyer.

As a condition to the election of Terrain, LLC a Tennessee entity with its principal place of business at 3800 Dickerson Pike, Nashville, TN 37207 (hereinafter, “Seller”) to extend credit to Buyer, Buyer has executed Sellers’s Credit Application and agrees to the following terms and conditions for all purchases made by Buyer from Seller or any of its subsidiaries. All purchases by Buyer from Seller are made pursuant to this Credit Agreement, the Seller Credit Application, and Seller Purchase Agreement. The terms and conditions of the Seller Credit Application and the Seller Purchase Agreement are incorporated by reference herein. The Credit Application, Credit Agreement, the Purchase Agreement terms and conditions (if applicable) together constitute the entire agreement between Seller and Buyer and will be collectively referred to from time to time as the Agreement. In the event of any conflict in the terms of the aforementioned, the terms of the Seller Purchase Agreement will control.

1.     Indemnity: TO THE FULL EXTENT PERMITTED BY LAW, BUYER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER (INCLUDING ITS AFFILIATED COMPANIES, AGENTS, OFFICERS, AND EMPLOYEES, COLLECTIVELY REFERRED TO AS THE “INDEMNITEE”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL EXPENSES, CLAIMS, DEMANDS, CAUSES OF ACTIONS, SUITS OR OTHER LITIGATION (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR ACTUAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, AND ALL COSTS THEREOF AND ATTORNEYS’ FEES) OF EVERY KIND AND CHARACTER ON ACCOUNT OF PROPERTY DAMAGE, BODILY INJURY, SICKNESS, DEATH OR OTHER LOSS (HEREIN COLLECTIVELY REFERRED TO AS THE “LOSS”) IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF OR IN CONNECTION WITH (1) BREACH OF THE WARRANTIES AND REPRESENTATIONS PROVIDED HEREIN; (2) ANY MISREPRESENTATIONS MADE BY BUYER HEREIN; OR (3) ANY BREACH OF OR DEFAULT UNDER THE CREDIT APPLICATION AND AGREEMENT

2.     Material is quoted F.O.B. Terrain, LLC, warehouse Nashville, TN, unless indicated otherwise.

3.     Buyer will pay each invoice in full in accordance with the terms of the particular Purchase Agreement, invoice, or other shipping document, with or without Buyer’s signature. In the event Buyer fails to make payment when due, Buyer will pay, in addition to the invoice amount, a monthly late payment charge of 1.5%. Seller reserves the right to change such charges from time to time in its sole discretion and without notice. All payments are due within terms. Buyer agrees that should the late payment charge be deemed by a court of competent jurisdiction to violate any law, Buyer’s sole remedy against Seller for such violation will be the application of any late payment charge paid in excess of the maximum rate allowable by law toward the unpaid account balance (or a refund of such excess if no account balance remains unpaid)..

4.     Buyer agrees to pay all costs of collection by Seller of any amounts due hereunder, including actual attorney’s fees. Buyer further agrees that, in the event any action arising out of or related to the Agreement between Buyer and Seller, and Seller prevails, Buyer will pay Seller its actual attorney’s fees and other costs incurred as a result of or in connection with such action. To the extent state law limits the recoverability of attorney’s fees, Seller will be entitled to recover its fees up to the maximum allowed by state law

5.     In any case, in which Seller makes delivery, Buyer hereby agrees to pay Terrain Civil’s customary shipping charges. Delivery shall be made at the project site or other place of delivery adjacent to the closest public right of way. The risk of loss shall pass to Buyer upon delivery of the goods should Buyer not be present to accept’ delivery. Buyer hereby authorizes Terrain Civil to unload the goods and leave them at the delivery destination. Buyer shall release Terrain Civil and shall indemnify and hold harmless Terrain Civil from and against any and all claims demands, actions, causes of action, cost, expenses, and attorney’s fees arising out of or in connection with any and all injury including death, to any person or persons (whether third parties or agents, servants, or employees of Buyer), any and all damages to or loss of any property (whether belonging to Buyer or a third party), and any and all other damages recognized at law or in equity caused in whole or in part by or in any way related to the delivery of goods onto the project site, whenever such delivery is made in accordance with or pursuant to Buyer’s instructions.

6.     Buyer shall have the right to inspect the goods upon arrival. Buyer’s inspection rights shall expire 24 hours after the arrival of the goods at the delivery destination. A failure to make inspection within that time shall waive notice of any defect which reasonable inspection would have revealed. A rejection of the goods by Buyer shall not be effective unless it is made, and written notice thereof is given to Terrain Civil within 2 calendar days of delivery.

7.     Buyer shall not hold Terrain Civil responsible for any delay caused in whole or in part by circumstances beyond Terrain Civil ’s reasonable control, including but not limited to, force majeure, fi­res, or accidents; strikes or other differences with workmen: war (whether declared or undeclared), riots, or embargoes; delays by carriers; delays in shipment or receipt of materials from suppliers; or any legislative, administrative or executive law, order, or requisition of the federal or any state or local government or any subdivision, department, agency, Terrain Civil shall not be liable in any event for any special, incidental, or consequential damages caused by Terrain Civil’s failure or delay in performance or delivery due to any cause whatsoever, it Terrain Civil is unable, due to any cause beyond Terrain Civil’s control, to supply Buyer’s total demand for products.

8.     Please verify quantities prior to placing an order as delivered materials are unable to be returned.  Due to the nature of our business and the need to certify sold materials Terrain is unable to accept returns on materials that have been out of our possession as we can no longer certify that they meet certain specifications.

9.     Any credit memo issued by Terrain Civil is valid for one (1) year from the date of the credit memo. After one year, the credit will no longer be valid.

10.   Customer shall comply with the instruction contained in the MSDS relating to the products purchased.

Material certifications will be provided only on products that are disclosed to be installed on projects at the time the order is placed.  We cannot certify materials after delivery is made and outside of our chain of control.