FloraFlex Terms & Conditions of Sale

These Terms & Conditions of Sale ("Sales Terms") govern sales of products and services by Cresthaven Agricultural Corp. ("Cresthaven," "Seller," "we," "us," or "our"), including products sold under the FloraFlex brand.

These Sales Terms apply to purchases made through www.floraflex.com, customer portals, quotations, purchase orders accepted by Cresthaven, email, telephone, sales representatives, invoices, and other approved ordering methods.

By submitting or authorizing an order, Customer agrees to these Sales Terms.

1. Commercial Customer Representation

Unless Cresthaven expressly agrees otherwise in writing, Customer represents that it is purchasing products for business, commercial, agricultural, governmental, resale, or other non-personal purposes and not primarily for personal, family, or household use.

The individual placing an order represents that he or she is authorized to bind Customer.

2. Contracting Entity and Legacy Transactions

All new orders accepted by Cresthaven are transactions with Cresthaven Agricultural Corp.

Cresthaven is a separate legal entity from entities that previously operated or sold products under or in connection with the FloraFlex name.

The continued use, sale, marketing, support, or distribution of FloraFlex-branded products does not constitute an assumption of another entity's debts, obligations, customer balances, warranties, credits, reward balances, refunds, contracts, accounts payable, or other liabilities.

Any preexisting obligation is binding upon Cresthaven only where Cresthaven expressly assumed or subsequently accepted that specific obligation in writing.

Providing customer service, technical assistance, warranty assistance, product information, or other accommodation regarding a historical transaction does not by itself constitute an assumption of liability.

3. Priority of Documents

If conflicting terms exist, the following order of priority applies:

1. A separately negotiated agreement signed by an authorized Cresthaven officer.
2. An accepted Cresthaven quotation, sales order, or credit agreement containing transaction-specific terms.
3. These Sales Terms and incorporated Cresthaven policies.
4. Customer's purchase order solely with respect to product, quantity, requested destination, and other non-conflicting commercial details.

Any additional or conflicting terms contained in Customer's purchase order, vendor portal, acknowledgment, or other document are rejected unless expressly accepted in writing by an authorized Cresthaven officer.

Performance or shipment does not constitute acceptance of Customer's additional terms.

4. Orders and Acceptance

An order submitted to Cresthaven is an offer to purchase.

Automated order confirmations acknowledge receipt but do not necessarily constitute acceptance.

Cresthaven may accept, reject, place on hold, limit, or request additional information concerning an order.

An order is accepted when Cresthaven issues an acceptance, sales order, invoice, begins production specifically for the order, books transportation specifically for the order, or ships the products, whichever occurs first.

We may cancel an order affected by pricing errors, inventory discrepancies, credit issues, suspected fraud, compliance concerns, or circumstances making fulfillment commercially impracticable.

Amounts already collected for products Cresthaven cancels will be refunded or credited as applicable.

5. Minimum Orders and Distribution Channel

Certain products, pricing tiers, freight programs, direct-import programs, container programs, or wholesale programs may have minimum order quantities.

Cresthaven may change minimum order requirements prospectively.

Where an order is below Cresthaven's applicable direct-sale minimum, we may refer the Customer to an authorized FloraFlex distribution partner.

Inventory, pricing, payment terms, freight, warranties, and other conditions applicable to a purchase from an independent distribution partner are determined by that partner unless Cresthaven expressly states otherwise.

6. Prices

Unless a written quotation states otherwise:

• prices are in U.S. dollars;
• prices exclude shipping and freight;
• prices exclude insurance;
• prices exclude taxes;
• prices exclude customs duties and tariffs;
• prices exclude port, chassis, detention, demurrage, storage, liftgate, redelivery, inside-delivery, appointment, and other accessorial charges; and
• prices may change before an order is accepted.

Published website pricing may differ from negotiated wholesale, distributor, contract, annual-volume, container, or project pricing.

Quotations expire on the date stated in the quotation or, if no expiration is specified, 30 days after issuance.

7. Taxes and Resale Certificates

Customer is responsible for sales, use, excise, value-added, customs, and similar taxes associated with a transaction unless Cresthaven is legally required to collect and remit them or Customer provides a valid exemption or resale certificate.

Customer is responsible for maintaining accurate exemption documentation.

If an exemption is later determined invalid, Customer remains responsible for the applicable tax and related amounts to the extent permitted by law.

8. Payment

Payment is due according to the applicable invoice, quotation, credit approval, or sales order.

Cresthaven may require prepayment, deposit, cash in advance, ACH, wire transfer, credit card, letter of credit, documentary payment terms, or other approved payment method.

Credit terms are a privilege and may be changed, reduced, suspended, or withdrawn based on payment history, creditworthiness, exposure, insurance availability, financing requirements, or other legitimate business considerations.

Unless prohibited by law, overdue commercial balances may accrue a service charge equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated on the overdue balance.

Customer is responsible for reasonable collection expenses, including attorneys' fees and collection-agency costs, to the extent permitted by law.

9. Credit and Security Interest

To secure payment for products sold on credit, Customer grants Cresthaven a purchase-money security interest, to the extent permitted by applicable law, in products sold by Cresthaven and identifiable proceeds thereof until all amounts attributable to those products have been paid.

Customer authorizes Cresthaven to take commercially reasonable actions necessary to document or perfect such security interest where applicable and agrees to execute reasonably requested documents.

10. Assignment of Receivables

Cresthaven may assign, sell, pledge, or finance accounts receivable.

If Customer receives a valid written notice that an invoice or receivable has been assigned to a financing provider, Customer must make payment in accordance with that notice.

Customers should independently verify any requested change to wire or ACH instructions using known Cresthaven contact information before transmitting funds.

No employee, sales representative, or third party may modify payment instructions unless authorized to do so.

11. Stored Payment Methods

Cresthaven or its payment processor may securely retain tokenized payment credentials where Customer authorizes that functionality.

A stored payment method will not be charged for unrelated past-due obligations unless Customer has separately authorized such charge or applicable law and the governing agreement permit it.

12. Shipping and Freight

Shipping arrangements are governed by the applicable sales order, quotation, invoice, or Shipping & Delivery Policy.

If no shipping term is expressly stated, delivery will be FOB shipping point, and risk of loss passes to Customer upon delivery to the carrier.

If a quotation expressly provides a different shipping term or an Incoterm, that specific term controls.

Cresthaven may arrange freight on Customer's behalf without assuming carrier liability.

Quoted transportation charges may be estimates unless expressly stated as fixed.

13. Pallet, Truckload, and Container Shipments

Customer must provide accurate delivery instructions, receiving hours, contact information, and facility requirements.

Customer is responsible for ensuring that the delivery location can safely receive the applicable shipment and has appropriate labor, loading docks, forklifts, pallet jacks, lift equipment, or other unloading resources.

Additional carrier costs caused by inaccurate delivery information, missed appointments, refused deliveries, restricted access, excessive unloading time, detention, demurrage, chassis charges, storage, port charges, redelivery, layover, or Customer-requested changes may be charged to Customer.

For international or direct-import shipments, responsibilities concerning importer of record, customs clearance, duties, taxes, documentation, and Incoterms will be determined by the applicable quotation or sales agreement.

14. Delivery Dates

Production dates, vessel schedules, ETDs, ETAs, transit times, appointment dates, and estimated delivery dates are estimates unless expressly guaranteed in writing.

Cresthaven is not liable for delays caused by carriers, ports, customs authorities, weather, labor disruptions, vessel schedules, congestion, supplier delays, equipment shortages, government action, force majeure, or other events outside Cresthaven's reasonable control.

15. Inspection and Freight Claims

Customer must inspect deliveries promptly.

Visible shortages or damage should be noted on the bill of lading, proof of delivery, or carrier documentation before signing whenever reasonably possible.

Customer must notify Cresthaven promptly of shortages, shipping errors, visible damage, or concealed transit damage and provide photographs, delivery documents, lot numbers, pallet information, and other requested evidence.

Failure to timely preserve evidence may affect Cresthaven's ability to pursue a carrier claim.

16. Cancellation and Modification

Accepted orders may not be cancelled or modified without Cresthaven's written approval.

Special-order products, private-label products, custom products, made-to-order products, products in production, direct-import orders, and full-container orders may become non-cancellable once production, procurement, container allocation, or transportation booking has begun.

Customer will be responsible for reasonable nonrecoverable costs incurred before an approved cancellation.

17. Returns

Returns are governed by the Returns, Refunds & Warranty Policy.

No merchandise may be returned without an approved return merchandise authorization ("RMA").

Unauthorized returns may be refused.

18. Warranty

Product-specific written warranties, where provided, control.

Unless a product-specific warranty states otherwise, Cresthaven's obligation for a product proven to be defective or materially nonconforming is limited, at Cresthaven's option, to repair, replacement, refund, or account credit for the affected product.

Warranty coverage does not extend to misuse, improper installation, improper storage, contamination, modification, use contrary to instructions, incompatibility with third-party products, normal wear, or circumstances outside Cresthaven's reasonable control.

19. Agricultural Results and Crop Loss

CRESTHAVEN DOES NOT WARRANT OR GUARANTEE CROP YIELD, PLANT PERFORMANCE, HARVEST WEIGHT, CROP QUALITY, CROP VALUE, CULTIVATION PROFITABILITY, OR ANY OTHER AGRICULTURAL OUTCOME.

Customer is responsible for cultivation practices and determining suitability for its particular operation.

20. Disclaimer of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR EXPRESS WRITTEN WARRANTIES PROVIDED BY CRESTHAVEN, PRODUCTS ARE PROVIDED WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER IMPLIED WARRANTIES.

THIS PROVISION DOES NOT EXCLUDE WARRANTIES THAT CANNOT LEGALLY BE DISCLAIMED.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRESTHAVEN'S AGGREGATE LIABILITY ARISING FROM A PRODUCT, ORDER, OR TRANSACTION WILL NOT EXCEED THE AMOUNT PAID TO CRESTHAVEN FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

CRESTHAVEN WILL NOT BE LIABLE FOR LOST CROPS, LOST YIELD, LOST PROFITS, LOSS OF PRODUCTION, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF CONTRACTS, SUBSTITUTE-GOODS COSTS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

22. Product Compliance and Safety

Customer must follow product labels, installation instructions, safety instructions, guaranteed analyses, Safety Data Sheets, and applicable laws.

Customer is responsible for determining whether products are permitted and suitable for its particular location, facility, crop, application, and regulatory environment.

23. Export Control and Sanctions

Customer may not export, re-export, transfer, or use products in violation of applicable United States export-control, trade-sanctions, customs, or other trade laws.

Cresthaven may decline any order where fulfillment would create a legal or compliance concern.

24. Resale and Trademarks

Purchasing FloraFlex-branded products does not automatically confer authorized-distributor, authorized-reseller, dealership, exclusivity, territory, trademark-license, or other channel rights.

Those rights must be granted under a separate written agreement.

25. Force Majeure

Cresthaven will not be liable for failure or delay resulting from events beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, epidemics, government action, tariffs, embargoes, port closures, carrier failures, labor disputes, shortages, supplier interruptions, cyber incidents, power failures, transportation interruptions, or similar events.

26. Indemnification

Customer will defend, indemnify, and hold harmless Cresthaven and its affiliates, officers, directors, employees, and agents from third-party claims arising from Customer's unlawful resale, use, modification, installation, application, labeling, marketing, export, or distribution of products, except to the extent caused by Cresthaven's gross negligence or willful misconduct.

27. Governing Law

These Sales Terms are governed by Florida law without regard to conflict-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods will not apply unless expressly incorporated into a written agreement.

28. Venue; Jury Waiver

Any dispute not governed by a separately executed dispute-resolution agreement must be brought in a state or federal court having jurisdiction in Pinellas County, Florida.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

29. Attorneys' Fees

In an action to enforce these Sales Terms, the prevailing party may recover reasonable attorneys' fees and costs to the extent permitted by law.

30. Electronic Transactions

Customer agrees that electronic orders, electronic signatures, click-through acceptance, emails, electronic invoices, and electronically stored records may be used to form and evidence transactions.

31. Assignment

Customer may not assign its rights or obligations without Cresthaven's written consent.

Cresthaven may assign an agreement or receivable in connection with financing, corporate restructuring, sale of assets, or other legitimate business transaction.

32. Severability

If a provision is unenforceable, it will be enforced to the maximum lawful extent without invalidating the remaining provisions.

33. Contact

Cresthaven Agricultural Corp.
7901 4th St N, Suite 300
St. Petersburg, Florida 33702
United States

Website: www.floraflex.com