1. Definitions

1.1 The following definitions apply:

“Buyer” means the person, firm, company, or entity that purchases or agrees to purchase Products or Services from Seller, as identified on the applicable Quotation, Order Acknowledgment, or purchase order.

“Confidential Information” means all non-public technical, business, financial, pricing, design, engineering, and proprietary information disclosed by one party to the other in connection with any Order, whether disclosed orally, in writing, electronically, or by inspection.

“Deliverables” means drawings, designs, specifications, submittals, calculations, reports, and other work product prepared by Seller in connection with the Services.

“Force Majeure Event” has the meaning set forth in Section 22.

“Order” means a binding agreement formed in accordance with Section 2 for the supply of Products or Services.

“Order Acknowledgment” means Seller’s written acceptance of Buyer’s purchase order.

“Products” means flood barriers, flood gates, flood doors, chemical spill containment equipment, and all other goods, materials, fixings, sealants, components, systems, and related items supplied by Seller.

“Quotation” means a written proposal issued by Seller to Buyer setting forth pricing, scope, specifications, and other commercial terms for proposed purchase of Seller’s Products and/or Services.

“Seller” means Flood Control International Incorporated, a corporation organized under the laws of the State of Delaware, with offices at 99 Wall Street, Suite 128, New York, NY 10005.

“Services” means design, engineering, manufacturing oversight, project management, installation, installation oversight, commissioning support, maintenance, inspection, consulting, training, and all other professional and technical services provided by Seller.

“Site” means the location(s) to which Products are to be delivered or at which Services are to be performed.

1.2 Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. “Including” means “including without limitation.”

2. Acceptance and Order of Precedence

2.1 Each Quotation issued by Seller constitutes an offer or counteroffer that is expressly limited to and expressly conditioned upon Buyer’s acceptance of these Terms. Any terms, conditions, or provisions contained in or referenced by any Buyer purchase order, confirmation, acknowledgment, acceptance, website, portal, or other document that are additional to, different from, or inconsistent with these Terms are hereby rejected and shall have no force or effect, regardless of when received by Seller.

2.2 An Order is formed only upon the earliest of: (a) Seller’s issuance of a written Order Acknowledgment; (b) Seller’s commencement of performance; or (c) Seller’s delivery of Products. Each Order constitutes a separate and independent contract governed by these Terms.

2.3 Buyer’s acceptance of delivery, receipt of Services, submission of payment, or failure to object in writing within five (5) business days of receiving Seller’s Order Acknowledgment or Quotation shall constitute Buyer’s unconditional acceptance of these Terms.

2.4 In the event of conflict among contract documents, the following order of precedence applies (highest priority first): (a) these Terms; (b) the applicable Order Acknowledgment; (c) the applicable Quotation; (d) Seller’s drawings and specifications; (e) Buyer’s purchase order (to the extent accepted by Seller in writing).

2.5 Buyer may not rely upon any representation, warranty, promise, or statement made by or on behalf of Seller unless confirmed in writing and signed by an authorized officer of Seller.

3. Website Incorporation and Updates

3.1 These Terms are available on Seller’s website and may be updated from time to time. The version in effect at the time an Order is placed by Buyer shall govern that Order. Seller shall post a conspicuous link to these Terms on its website and shall reference or attach these Terms in each Quotation, Order Acknowledgment, and invoice.

3.2 By placing an order, submitting a purchase order, clicking an acceptance checkbox on Seller’s website or portal, signing a credit application, or otherwise manifesting assent, Buyer acknowledges that it has read, understands, and agrees to be bound by these Terms.

4. Quotations and Validity

4.1 Unless otherwise stated in writing, each Quotation is valid for thirty (30) calendar days from its date of issue. After expiration, Seller may withdraw or revise the Quotation without notice.

4.2 Quotations are subject to availability of materials and manufacturing capacity at the time of the Order. Seller shall not be obligated to accept any Order.

5. Prices, Taxes, and Price Changes

5.1 All prices are stated in United States Dollars (USD) unless otherwise specified in the Quotation.

5.2 Seller reserves the right to adjust prices to reflect increases in the cost of raw materials, labor, transportation, energy, currency exchange rates, tariffs, or other factors beyond Seller’s reasonable control that arise between the date of the Quotation and the date of delivery, provided Seller gives Buyer written notice of any such adjustment. If the price increase exceeds ten percent (10%) of the original price, Buyer may cancel the affected portion of the Order without liability within ten (10) business days of receiving notice.

6. Payment Terms

6.1 Unless otherwise stated in the Quotation or Order Acknowledgment, payment is due net thirty (30) days from the date of Seller’s invoice.

6.2 Seller may require deposits and progress payments as follows, unless otherwise agreed in writing: (a) thirty percent (30%) of the Quotation upon Buyer’s approval of drawings, or four (4) weeks after submission of drawings if no comments are received from Buyer; and (b) seventy percent (70%) of the Quotation upon the earlier of (i) delivery to Site, or (ii) seven (7) days after Seller notifies Buyer that Products are ready for delivery if Buyer postpones the planned delivery date.

6.3 Buyer shall make all payments without setoff, deduction, counterclaim, or withholding of any kind.

6.4 Late payments shall bear interest at the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, calculated from the due date until paid in full.

6.5 Buyer shall be obligated to pay for all of Seller’s costs of collection, including reasonable attorneys’ fees, court costs, collection agency fees, and related expenses.

6.6 If Buyer fails to make any payment when due, Seller may, without prejudice to any other remedy: (a) revoke any discounts previously agreed; (b) suspend performance, withhold further deliveries, and/or retain Products until all outstanding amounts are paid; (c) require payment in advance or satisfactory security for future deliveries; and (d) declare all outstanding invoices immediately due and payable.

7. Delivery, Shipment, and Risk of Loss

7.1 Delivery dates are estimates only and do not guarantee that the Products or Services will be provided by the specified date. Seller shall use commercially reasonable efforts to meet estimated delivery schedules but shall not be liable for any loss, damage, cost, or expense arising from delay in delivery.

7.2 Buyer is responsible for providing adequate vehicular access to the Site for all deliveries.

7.3 Buyer shall accept delivery whenever Seller tenders delivery. If Buyer fails to provide information or access necessary for delivery, or otherwise causes or requests a delivery delay, Buyer shall pay, in addition to the Order price, all resulting storage, insurance, transportation, double-handling, and other relevant costs, including costs of suspending or cancelling further contracted deliveries. If Seller stores affected Products offsite due to Buyer’s delay, Buyer shall pay a storage charge. Risk of loss shall pass to Buyer when delivery would have occurred but for Buyer’s delay.

7.4 Seller reserves the right to make delivery in installments. Each installment shall be invoiced separately and constitutes a separate obligation. Delay in delivery of one installment does not entitle Buyer to cancel other installments.

7.5 Risk of loss and damage to Products passes to Buyer upon delivery to the carrier (for FCA/FOB shipments) or upon tender at Site (for delivered shipments), whichever is applicable.

8. Title and Security Interest

8.1 Although delivery may have occurred, title to Products shall not pass to Buyer until Seller has received payment in full for such Products and all other sums owed by Buyer to Seller under any Order or account.

8.2 Until title passes: (a) Buyer shall hold Products as bailee for Seller; (b) Buyer shall store Products separately from its own goods and from goods of third parties, clearly marked and identified as Seller’s property; (c) Buyer shall maintain Products in satisfactory condition, insured for their full replacement value, and shall permit Seller to inspect them upon reasonable notice; and (d) Buyer shall not pledge, encumber, or grant any lien or security interest over the Products.

8.3 Until title passes, Buyer grants Seller a purchase money security interest in all Products delivered and in all proceeds thereof (including accounts receivable and insurance proceeds) to secure payment of all amounts owed. Buyer authorizes Seller to file UCC financing statements and amendments in all appropriate jurisdictions without further consent from Buyer. Buyer shall execute and deliver such documents as Seller reasonably requests to perfect and maintain such security interest.

8.4 Upon Buyer’s default in payment or breach of these Terms, Seller may, without prejudice to other remedies, repossess Products pursuant to judicial process or, to the extent permitted by applicable law, without judicial process and without breach of the peace. Any disposition of repossessed Products shall be conducted in a commercially reasonable manner and with any notice required by Article 9 of the Uniform Commercial Code or other applicable law. Buyer grants Seller an irrevocable license to enter Buyer’s premises for such purpose to the extent permitted by law.

9. Inspection and Rejection

9.1 Buyer shall inspect all Products within three (3) business days of delivery. Claims for shortage, transit damage, or non-conformity must be made in writing to Seller within that period and, for transit damage or carrier shortages, to the carrier within that period, accompanied by photographic evidence and preservation of the Products and packaging intact for at least fourteen (14) days for Seller’s and the carrier’s inspection.

9.2 Failure to give timely notice constitutes irrevocable acceptance of the Products. Buyer shall not return Products without Seller’s prior written authorization, and Seller may require allegedly defective or non-conforming Products to be returned shipping prepaid to a location designated by Seller, subject to reimbursement if the claim is determined to be justified.

9.3 Testing and inspection of Products shall be conducted at Seller’s facilities unless otherwise agreed in writing. Any inspection requested by Buyer at Seller’s facility shall be at Buyer’s expense.

10. Change Orders

10.1 Buyer may request changes in writing. No change shall be binding unless agreed in a written change order signed by both parties. Seller shall advise Buyer of the impact on price, schedule, and scope, and Buyer shall be responsible for all resulting increases in cost and time.

10.2 Seller may alter product specifications without Buyer’s consent if (a) quality and performance are not materially adversely affected, or (b) the alteration is necessary to comply with applicable law, safety standards, or regulatory requirements.

10.3 If Buyer requires any further information or advice regarding the safe use, installation, operation, storage, inspection, maintenance, or deployment of the Products, Buyer shall promptly contact Seller.

11. Buyer Responsibilities

11.1 Buyer shall, at its sole cost and expense and in a commercially reasonable and timely manner: (a) provide complete and accurate information, data, drawings, and specifications required for Seller’s design and manufacturing, including accurate site dimensions and conditions; (b) obtain all permits, licenses, approvals, and authorizations required for the installation and use of Products; (c) complete all civil works, foundations, structural reinforcements, utilities, and preparatory work at the Site in accordance with Seller’s requirements and before Seller’s delivery or service dates; (d) provide safe, unobstructed, and adequate access to the Site, suitable unloading facilities and equipment, and secure on-site storage for delivered Products; (e) designate a single point of contact with authority to make decisions and give approvals on behalf of Buyer; and (f) review, comment on, and approve drawings and submittals within the time specified by Seller (or within ten (10) business days if no time is specified).

11.2 Delay or failure by Buyer to perform its obligations under this Section shall not constitute grounds for cancellation. Seller shall be entitled to an equitable adjustment in price and schedule and to recover all additional costs incurred.

12. Cancellation and Postponement

12.1 Buyer may not cancel or postpone an Order without Seller’s prior written consent. If Seller consents to cancellation, Buyer shall pay Seller: (a) the full price of all Products delivered or Services performed before cancellation; (b) all costs incurred by Seller for work in progress, materials procured or committed, and subcontractor obligations that cannot be mitigated; (c) reasonable overhead and profit on the foregoing amounts; and (d) all storage, handling, restocking, and demobilization costs.

12.2 Postponement requested by Buyer for more than thirty (30) days may be treated as a cancellation. Seller may charge storage fees during any agreed postponement period.

13. Warranty

13.1 Seller warrants that Products, when delivered, shall be free from significant defects in materials and workmanship for a period of one (1) year from the date of delivery (the “Warranty Period”). The Warranty Period may be extended by mutual written agreement in connection with Buyer’s purchase of a maintenance contract.

13.2 The warranty in Section 13.1 is subject to the following conditions: (a) Buyer must provide Seller with prompt written notice of the alleged defect within the Warranty Period; (b) Buyer must afford Seller a reasonable opportunity to inspect and test the allegedly defective Products; (c) Products must have been properly stored, installed, operated, and maintained in accordance with Seller’s instructions and applicable industry standards; (d) the defect must not result from any of the exclusions in Section 13.3; and (e) Buyer shall have paid Seller for the Products in full.

13.3 The warranty does not cover, and Seller shall have no liability for, defects, failures, or damage caused by or arising from: (a) misuse, abuse, neglect, or accident; (b) unauthorized modification, alteration, adjustment, or repair; (c) normal wear and tear; (d) failure to follow Seller’s installation, operation, storage, or maintenance instructions; (e) use of Products for purposes or in conditions for which they were not designed; (f) third-party products, materials, or services not supplied by Seller; (g) Acts of God, flood events exceeding design parameters, or other Force Majeure Events; (h) improper or defective civil works, foundations, structural elements, or site conditions not constructed or maintained in accordance with Seller’s specifications; or (i) corrosion, chemical exposure, UV degradation, or environmental conditions beyond normal anticipated ranges.

13.4 Buyer is solely responsible for determining whether the Products and Services are suitable for Buyer’s intended purpose, site conditions, design loads, regulatory requirements, and operational environment.

14. No Guarantee of Absolute Flood Protection

Buyer acknowledges and agrees that no flood protection system can guarantee absolute prevention of water ingress or damage under all circumstances. The performance of products and systems supplied by seller depends on factors beyond seller’s control, including: the accuracy of design assumptions and hydrological data; actual site conditions and topography; the quality and integrity of civil works, foundations, and adjacent structures; proper installation by qualified personnel in strict accordance with seller’s specifications; regular inspection, testing, maintenance, and timely deployment of products; human response times and operator actions; and the actual severity, duration, and characteristics of flood events, including events that may exceed applicable design standards or historical flood data. Seller’s performance warranty is limited to the products supplied and the design standards expressly stated in the applicable order or specifications. Seller does not warrant or guarantee any particular level of flood protection, water exclusion, or damage prevention beyond the stated design parameters.

15. Warranty Disclaimer

Except for the express limited warranty set forth in Section 13, Seller makes no warranties, express or implied, statutory or otherwise, with respect to the products or services, and Seller expressly disclaims all other warranties, including any implied warranty of merchantability, fitness for a particular purpose, title (except as to seller’s right to sell), non-infringement, course of dealing, usage of trade, or any warranty arising from performance or acceptance. No oral or written information or advice given by Seller or its agents shall create a warranty or expand the scope of the express warranty herein. This disclaimer is a material part of the bargain between the parties and is reflected in the pricing of products and services.

16. Limited Remedy

16.1 Seller’s sole obligation and Buyer’s exclusive remedy for breach of the warranty in Section 13 shall be, at Seller’s sole option: (a) repair of the defective Product; (b) replacement of the defective Product; (c) issuance of corrective instructions; or (d) refund of the purchase price paid for the defective Product. Seller shall have a reasonable time to perform the chosen remedy.

16.2 The foregoing remedy is Buyer’s sole and exclusive remedy for warranty claims and is in lieu of all other remedies, whether in contract, tort, strict liability, or otherwise. The limitations set forth in Sections 17 and 18 are independent of and shall survive the failure of the essential purpose of any limited remedy.

17. Limitation of Liability

17.1 In no event shall Seller’s total aggregate liability to Buyer and all other persons for all claims arising out of or related to any order, whether in contract, tort (including negligence and strict liability), warranty, indemnity, or otherwise, exceed the total amounts actually paid by Buyer to Seller under the specific order giving rise to the claim. This limitation applies regardless of the form of action or theory of liability and regardless of whether any limited remedy fails of its essential purpose.

17.2 The limitation in Section 17.1 shall not apply to: (a) Buyer’s payment obligations; (b) Buyer’s indemnification obligations under Section 19; (c) either party’s liability for fraud, gross negligence, or willful misconduct; (d) Seller’s liability for death or personal injury to the extent caused by Seller’s negligence; or (e) liability that cannot be limited by applicable law.

18. Exclusion of Consequential Damages

In no event shall Seller be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, including loss of profits, loss of revenue, loss of business, loss of use, loss of data, business interruption, cost of substitute goods or services, diminution in value, damage to property, or any other damages or losses however characterized, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal or equitable theory, even if Seller has been advised of the possibility of such damages. this section does not exclude liability for death or personal injury to the extent caused by Seller’s negligence, or for fraud, gross negligence, willful misconduct, or other liability that cannot be excluded by applicable law. This exclusion is independent of and shall survive the failure of the essential purpose of any limited remedy provided herein.

19. Indemnification

19.1 To the fullest extent permitted by law, Buyer shall defend, indemnify, and hold harmless Seller, its officers, directors, employees, agents, affiliates, and subcontractors from and against all claims, suits, actions, judgments, awards, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or relating to: (a) Buyer’s breach of these Terms or any Order; (b) Buyer’s negligence or willful misconduct; (c) any drawings, designs, specifications, data, or information furnished by Buyer, including claims of patent, trademark, copyright, or trade secret infringement arising therefrom; (d) Buyer’s installation, modification, operation, use, or misuse of Products; (e) conditions at Buyer’s Site; (f) any claim by a third party arising from Buyer’s resale, distribution, or use of Products; (g) any violation of applicable law by Buyer; and (h) any claim under applicable products liability, consumer protection, or similar law to the extent arising from Buyer’s resale, installation, modification, misuse, or failure to follow or convey Seller’s warnings and instructions.

19.2 Seller shall promptly notify Buyer of any claim for which indemnification is sought. Buyer shall have the right to control the defense and settlement of such claim, provided that Buyer shall not settle any claim in a manner that imposes liability or obligations on Seller without Seller’s prior written consent.

20. Intellectual Property

20.1 All intellectual property rights in Seller’s Products, Deliverables, designs, drawings, specifications, software, firmware, manufacturing processes, tooling, know-how, and proprietary information shall remain the sole and exclusive property of Seller. Nothing in these Terms or any Order shall be construed as granting Buyer any ownership, license, or other right in Seller’s intellectual property except the limited license in Section 20.2.

20.2 Upon full payment, Seller grants Buyer a non-exclusive, non-transferable, royalty-free license to use Deliverables solely for the purpose of installing, operating, maintaining, and repairing the Products at the Site identified in the applicable Order. Buyer shall not reproduce, modify, distribute, reverse engineer, or disclose Deliverables to third parties without Seller’s prior written consent.

20.3 Buyer shall not remove, alter, or obscure any proprietary notices, labels, or markings on Products or Deliverables.

21. Compliance with Law; Export and Import

21.1 Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under these Terms.

21.2 Buyer shall be solely responsible for obtaining all import licenses, export permits, customs clearances, and governmental authorizations required for the importation, exportation, or re-exportation of Products. Buyer shall comply with all applicable U.S. and foreign export control laws, trade sanctions, and anti-boycott regulations, including the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations administered by the U.S. Office of Foreign Assets Control (OFAC).

21.3 Buyer represents and warrants that it will not export, re-export, transfer, or divert Products to any destination, entity, or person prohibited by applicable law without proper governmental authorization.

22. Force Majeure

22.1 Neither party shall be liable for failure or delay in performance caused by a Force Majeure Event. “Force Majeure Event” means any event beyond the reasonable control of the affected party, including: Acts of God, floods, earthquakes, hurricanes, severe weather, epidemics, pandemics, fire, explosion, war, terrorism, civil disturbance, labor disputes (excluding the affected party’s own workforce, unless industry-wide), government actions, embargoes, sanctions, trade restrictions, shortage of materials or energy, transportation disruptions, power failures, mechanical breakdowns, cyberattacks, or failure of third-party suppliers or subcontractors due to any of the foregoing.

22.2 The affected party shall give prompt written notice of the Force Majeure Event, its expected duration, and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the effects and resume performance.

22.3 If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Order(s) upon written notice without liability, except for payment obligations for Products delivered or Services performed before termination.

23. Insurance

23.1 Buyer shall, at its own expense, maintain: (a) commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate; (b) property insurance covering Products in Buyer’s care, custody, or control for their full replacement value; and (c) such other insurance as is customary for Buyer’s business and as may be reasonably required by Seller.

23.2 Upon Seller’s request, Buyer shall provide certificates of insurance evidencing the required coverages, naming Seller as additional insured where applicable.

24. Liens and Security Interests

24.1 Seller reserves all rights to assert mechanic’s liens, materialman’s liens, or other statutory liens available under applicable law to secure payment for Products supplied or Services performed. Buyer shall cooperate with Seller in the filing, perfection, and enforcement of any such liens.

24.2 Buyer shall not cause or permit any lien or encumbrance to attach to Products before full payment.

25. Termination and Default

25.1 Seller may terminate any or all Orders immediately upon written notice if Buyer: (a) fails to make any payment when due and does not cure within ten (10) days of written notice; (b) breaches any material term of these Terms and fails to cure within thirty (30) days of written notice (or such shorter period as is reasonable under the circumstances); (c) becomes insolvent, admits in writing its inability to pay its debts as they become due, makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy, reorganization, receivership, or similar proceeding under any applicable federal or state law; (d) has a receiver, trustee, or custodian appointed for all or substantially all of its assets; or (e) ceases or threatens to cease conducting business in the ordinary course.

25.2 Upon termination for Buyer’s default: (a) all outstanding invoices and amounts owed shall become immediately due and payable; (b) Buyer shall pay for all Products manufactured or in process, materials procured, and Services performed through the date of termination; and (c) Seller’s rights and remedies under these Terms, at law, and in equity shall be cumulative and not exclusive.

25.3 Termination shall not relieve either party of obligations accrued before the effective date of termination, including payment obligations, warranty obligations for delivered Products, confidentiality obligations, and indemnification obligations.

26. Dispute Resolution

26.1 The parties agree that any claim or dispute shall first be addressed through good-faith direct discussions. If those efforts do not resolve the dispute, the parties shall proceed to non-binding mediation as a condition precedent to binding dispute resolution. If the matter relates to or is the subject of a lien arising out of Seller’s services, Seller may proceed in accordance with applicable law to comply with lien notice or filing deadlines before resolution of the matter by mediation or binding dispute resolution.

26.2 A request for mediation shall be made in writing and delivered to the other party. The request may be made concurrently with the filing of a demand for binding dispute resolution but, in that event, mediation shall proceed within fourteen (14) days of the notice of dispute and before binding dispute resolution proceedings, which shall be stayed pending mediation for sixty (60) days from the date of filing unless stayed for a longer period by agreement of the parties.

The parties shall jointly select a professional mediator and shall share the mediator’s fee and any filing fees equally. The mediation shall be held in New York, New York, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

26.3 Any dispute that is not resolved through negotiation under Section 26.1 shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its commercial arbitration rules then in effect. The Federal Arbitration Act (9 U.S.C. Sections 1-16) shall govern the interpretation, enforcement, and proceedings under this arbitration agreement.

The arbitration shall be conducted by a single arbitrator appointed in accordance with the AAA rules. The location of the arbitration shall be New York County, New York. The language of arbitration shall be English.

26.4 The arbitrator shall have the authority to award any remedy available under applicable law, subject to the limitations set forth in these terms (including Sections 16, 17, and 18). The award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

26.5 Confidentiality. All aspects of the arbitration, including the existence of the proceeding, all submissions, evidence, discovery, the hearing, and the award, shall be confidential. Neither party shall disclose any such information except (a) as required by law, (b) to enforce the award, or (c) with the prior written consent of the other party.

Carve-Outs from Arbitration

26.6 Notwithstanding the foregoing, the following claims and actions are expressly excluded from mandatory arbitration and may be brought in any court of competent jurisdiction:

(a) Actions by Seller to collect amounts due under any Order or invoice (collection actions);

(b) Applications by either party for temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies to prevent irreparable harm pending arbitration or to preserve the status quo;

(c) Actions by Seller to enforce, foreclose, perfect, or realize upon any lien, security interest, or retention of title right under these Terms or applicable law (including mechanic’s lien actions and UCC enforcement proceedings);

(d) Actions by Seller to repossess Products pursuant to Section 8.4; and

(e) Claims within the jurisdictional limits of the applicable small claims court.

Jury Trial Waiver and Class Action Waiver

26.7 To the fullest extent permitted by applicable law, each party hereby irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to these terms, any order, or any transaction contemplated hereby, whether based on contract, tort, or any other theory.

26.8 All disputes shall be resolved on an individual basis. Neither party shall have the right to bring or participate in any class action, collective action, or consolidated action, whether in arbitration or in court. The arbitrator shall have no authority to preside over any form of class, collective, or representative proceeding.

26.9 Notwithstanding Sections 26.3 through 26.8, if any order involves products or services sold to a natural person for personal, family, or household use, the arbitration, jury trial waiver, and class or representative action waiver provisions shall apply only to the extent permitted by applicable law, and any provision prohibited by applicable New York law, including Section 399-c of the New York general business law, shall be unenforceable solely to the minimum extent required by law.

27. Governing Law and Jurisdiction

27.1 These Terms and all Orders shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

27.2 For any action or proceeding not subject to arbitration under Section 26.6, or for enforcement of an arbitration award, the parties irrevocably submit to the exclusive jurisdiction and venue of the federal and state courts located in New York, New York. Each party waives any objection to such jurisdiction and venue, including any objection based on forum non conveniens.

28. Notices

28.1 All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier (with tracking confirmation); (c) sent by certified or registered mail, return receipt requested, postage prepaid; or (d) sent by email, in each case to the addresses specified in the applicable Order or Quotation, or to such other address as a party may designate by written notice.

28.2 Notices to Seller shall be sent to: Flood Control International Incorporated, 99 Wall Street, Suite 128, New York, NY 10005, Attention: General Counsel, and Email: enquiries@floodcontrolint.com (or such other address as Seller may designate).

29. Assignment and Subcontracting

29.1 Buyer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms or any Order without Seller’s prior written consent, which may be withheld in Seller’s sole discretion. Any purported assignment without such consent shall be void.

29.2 Seller may assign or subcontract all or any part of its obligations without Buyer’s consent. Seller shall remain responsible for the performance of its subcontractors.

29.3 These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

30. Independent Contractors

30.1 The relationship between Seller and Buyer is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

31. Severability

31.1 If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable or, if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

32. Waiver

32.1 No failure or delay by Seller in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right shall preclude further exercise of that right or any other right. A waiver shall not be effective unless in writing and signed by an authorized representative of Seller.

33. Amendment

33.1 These Terms may be amended or modified only in writing signed by Seller. No terms proposed by Buyer in any purchase order, confirmation, acknowledgment, or other document shall constitute an amendment unless expressly accepted in writing by Seller.

34. Electronic Signatures and Counterparts

34.1 To the extent any document incorporating these Terms requires signature, such document may be executed in counterparts, each of which shall constitute an original. Electronic signatures, including digital signatures and electronically transmitted copies of manual signatures, shall be valid and binding to the same extent as original ink signatures.

35. Survival

35.1 The following provisions shall survive expiration or termination of any Order: Sections 6 (Payment), 8 (Title and Security Interest), 13-18 (Warranty, Disclaimer, Remedies, and Liability Limitations), 19 (Indemnification), 20 (Intellectual Property), 24 (Liens), 26 (Dispute Resolution), 27 (Governing Law), 31 (Severability), and any other provision that by its nature is intended to survive.

36. Entire Agreement

36.1 These Terms, together with the applicable Quotation, Order Acknowledgment, and any written amendments signed by Seller, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to such subject matter.

36.2 In the event of conflict between these Terms and any other contract document, the order of precedence set forth in Section 2.4 shall apply.

99 Wall Street, Suite 128, New York, NY 10005

Phone: (212) 903-4554 | Email: enquiries@floodcontrolint.com