ORDER ACKNOWLEDGMENT GENERAL TERMS AND CONDITIONS

1. DEFINITIONS.

These General Terms and Conditions of Order Acknowledgment are referred to below as “these Terms and Conditions.” The party identified as the party ordering goods from Coppice Commodities LLC or its specified subsidiary or division in the Order Acknowledgment into which these Terms and Conditions are incorporated is referred to below as “Buyer.” Coppice Commodities LLC or its specified subsidiary or division is referred to below as “Seller.” These Terms and Conditions and the Order Acknowledgment into which they are incorporated are referred to collectively below as the “Order Acknowledgment.” The order evidenced by the Order Acknowledgment is referred to below as the “Order.” The goods to be purchased by Buyer under the Order are referred to below as the “Goods.” Any purchase order or other document or communication from Buyer in connection with the Order is referred to below as a “Purchase Order.”

2. ENTIRE CONTRACT.

Unless a separate written agreement is signed by both parties, the entire contract between Buyer and Seller is contained in the Order Acknowledgment, except such other terms as may be specifically incorporated in the Order Acknowledgment by reference. No alleged oral promises or conditions not set forth in the Order Acknowledgment shall be binding upon Buyer or Seller, and any prior negotiations between the parties are merged into the Order Acknowledgment.

3. ACCEPTANCE.

1. Conditional. Seller’s issuance of the Order Acknowledgment is expressly made conditional (i) upon Buyer’s assent to any and all terms contained in the Order Acknowledgment that are additional to or different from any terms on any Purchase Order, and (ii) upon Buyer’s further assent that the terms contained in this Order Acknowledgment constitute the sole and exclusive agreement between Seller and Buyer. Such assent shall be deemed given unless Buyer notifies Seller in writing of Buyer’s objection to specific terms within five (5) days after Seller’s issuance of the Order Acknowledgment. Issuance of a Purchase Order with additional or different terms is not an objection to specific terms of the Order Acknowledgment.
2. No Acceptance. Seller’s performance under the Order Acknowledgment does not constitute an acceptance of provisions of any Purchase Order that are different from or additional to the terms of the Order Acknowledgment, and such different or additional provisions are hereby expressly rejected and are void.

4. LIMITATION OF WARRANTY.

LIMITATION OF WARRANTY. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, THAT EXTEND BEYOND THE DESCRIPTION OF THE GOODS IN THE ORDER ACKNOWLEDGMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. If the sale is based upon a sample, the sample shown by Seller to Buyer was for demonstration purposes only, and Seller makes no warranty that the Goods delivered shall conform to the sample; conformity of the Goods to the sample is not a part of the basis of the bargain between Seller and Buyer. Unless otherwise agreed by Seller, Buyer is responsible for all labeling compliance for the Goods.

5. LIMITATION OF LIABILITY.

LIMITATION OF LIABILITY. THE SELLER’S LIABILITY SHALL BE LIMITED TO THE COST OF REPLACING DULY REJECTED GOODS TO THE POINT OF DELIVERY AS SPECIFIED IN THE ORDER ACKNOWLEDGMENT WITHIN A REASONABLE PERIOD OF TIME FOLLOWING PROPER AND TIMELY REJECTION BY THE BUYER. UNDER NO CIRCUMSTANCES SHALL THE SELLER BE LIABLE TO THE BUYER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OF ANY NATURE WHATSOEVER, ARISING FROM NONCONFORMITY OF GOODS OR DELAY IN SHIPMENT OR ANY OTHER BREACH BY THE SELLER.

6. REJECTION.

A rejection of the Goods or claim of shortages and/or damaged material by Buyer shall not be effective unless it is made and written notice thereof is given to Seller within five (5) days after the Goods arrive at the destination specified in the Order Acknowledgment. If such written notice of rejection of the Goods or claim of shortages and/or damaged material is not received within such five (5) day period, Buyer shall be deemed to have waived any right to reject such Goods or to claim shortages and/or damaged material. Due to insurance requirements, all claims for shortages and/or damaged material must be supported by written exceptions by Buyer or Buyer’s representative on the delivery documents at the time of delivery or pick-up. Failure to take exceptions against the carrier for short delivery and/or damages shall constitute a waiver of such claims.

7. GRADING AND ASSOCIATION RULES.

Unless otherwise specifically stated in the Order Acknowledgment, the Goods will be graded on the basis of official grading rules issued by the association covering such goods and in effect at the time of delivery of the Order Acknowledgment. The applicable grading rules shall be designated in the Order Acknowledgment, or if none are designated, Seller shall select the rules of an appropriate association upon notice of any claim. In the event of a dispute over grade, quality, tally, size, specification, or manufacture, unless agreed that inspection at the time of loading is final, the reinspection and shipping provisions of the applicable association shall constitute part of the contract between Buyer and Seller.

8. CHANGES IN COST.

Any change in insurance premium, destination, or other shipping charges including fluctuations in ocean freight which may be established after the date of the Order Acknowledgment shall be for Buyer’s account and at Buyer’s sole cost and expense. All transportation expense, if included in the price, is as per current tariff at the date of the Order Acknowledgment and any changes thereafter shall be for Buyer’s account and at Buyer’s sole cost and expense, unless otherwise specified. In the case of C.I.F, C.F.R., C.P.T. or C.I.P sales, any import duty, tax, or tariff, or any revenue or other national, federal, state, or municipal tax or taxes now or subsequently imposed in the country of destination and at Buyer’s sole cost and expense, upon the Goods and/or their containers, shall be for Buyer’s account, in accordance with the International Rules for the Interpretation of Trade Terms 2010 (Incoterms) interpretation of C.I.F., C.F.R., C.P.T., and C.I.P sales, unless specifically otherwise stipulated in the Order Acknowledgment.

9. TITLE; RISK OF LOSS.

If this contract is a C.P.T., C.I.P., or F.C.A. sale, title, and risk of loss pass to Buyer upon delivery of the Goods to the first carrier, any term or condition in the Order Acknowledgment to the contrary notwithstanding. If this contract is a F.O.B., C.I.F., or C.F.R. sale, risk of casualty loss shall be deemed to pass to Buyer upon loading of the Goods on board the vessel at the port of shipment. If under the bill of lading the Goods are delivered to Seller or Seller’s order, or if Seller retains documents covering the Goods, such acts shall be deemed to be only for the purpose of securing performance by Buyer of its obligations. In the event of loss or damage in transit, Buyer shall nevertheless pay the full invoice price according to the invoice terms.

10. TRADE TERMS.

Except to the extent that these terms and conditions expressly provide for a different interpretation, trade terms shall be interpreted as follows: (a) for Goods to be shipped to a destination within the United States, trade terms shall be interpreted in accordance with the Oregon Uniform Commercial Code; (b) for Goods to be shipped to a destination outside the United States, trade terms shall be interpreted in accordance with the Incoterms as amended and published by the International Chamber of Commerce and in effect as of the date of the Order Acknowledgment.

11. EQUAL EMPLOYMENT OPPORTUNITY.

By entering into the Order the parties agree, to the extent applicable, to comply with Executive Order 11246, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and the Vocational Rehabilitation Act of 1973, which are incorporated herein by this reference.

12. DEFAULT.

If Buyer breaches or is otherwise in default under the Order Acknowledgment or under any other contract between the parties hereto, Seller at its option may defer delivery of the Goods until the default is cured or may treat the default as a repudiation by Buyer of the Order in its entirety, resell the Goods and hold Buyer liable for such damages as Seller may incur, including consequential and incidental damages. For purposes of the Order Acknowledgment, Buyer’s insolvency shall be a default under the Order Acknowledgment.

13. SELLER’S LIEN.

Until the unpaid contract price and any other amounts payable by Buyer to Seller under the Order Acknowledgment are paid in full, Seller shall have a lien on the Goods for the unpaid amounts. Buyer grants to Seller a security interest in the Goods to secure payment of such amounts.

14. FAILURE TO TAKE DELIVERY.

If Buyer fails to take delivery of the Goods or any part thereof, the Goods not delivered shall be held at Buyer’s sole risk and at Buyer’s sole cost and expense in all respects. Nevertheless, Seller, acting as Buyer’s agent and at Buyer’s expense, may thereafter store, insure and/or otherwise protect such Goods or may resell same for Buyer’s account.

15. CANCELLATION.

Except as otherwise expressly provided in the Order Acknowledgment, the Order shall be canceled only by mutual written consent of the parties. Notice is hereby given that Seller shall not be required to consent to cancellation if Seller has bound itself to purchase the Goods. If Buyer is in default by failure to pay any previous invoice within credit terms at the expected date of shipment of the Goods or any part thereof, or if Seller has received any adverse credit information about Buyer, Seller may delay shipment and/or cancel the unshipped balance of the Goods without liability. In the event of U.S. or foreign government intervention, trade restrictions, and/or quotas, which may delay or prevent delivery of the Goods or any part thereof, Seller, at Seller’s option, may cancel the unshipped balance of the Goods without liability. In the event any of the Goods shall become subject to any governmental fees or duties not presently in effect or to any increase in any existing fee or duty, including any antidumping duty or countervailing duty, Seller shall have the right to cancel the unshipped balance of the Goods without liability.

16. FORCE MAJEURE.

Seller shall be free from any liability for delay or failure in shipment arising from strikes, lockouts, labor troubles of any kind, accidents, perils of the sea, fire, earthquake, civil commotion, war or consequences of war, government acts, restrictions or requisitions, failure of manufacturers or suppliers to deliver, bankruptcy or insolvency of manufacturers or suppliers, suspension of shipping facilities, act or default of carrier or any other contingency of whatsoever nature beyond Seller’s control affecting production, transportation to boarding point, loading, forwarding or unloading at destination of the Goods, including disturbances existing on the date of the Order Acknowledgment. In such a situation, if shipment or delivery is not made during the period contracted for, Buyer shall accept delivery under the Order Acknowledgment when shipment is made; provided, however, Buyer shall not be obligated to accept delivery if shipment is not made within a reasonable time after the cessation of the aforementioned impediments or causes.

17. DISPUTE RESOLUTION.

Except as set forth herein, any claim of any kind that arises out of or relates to the Order Acknowledgment, or to the interpretation or breach thereof, shall be brought solely in the state court sitting within Clackamas County, Oregon. Notwithstanding this provision, Seller may take whatever action is necessary, in any jurisdiction, to file and perfect a construction (mechanics) lien claim, a public works bond claim, or similar claim, and may bring an action to foreclose or enforce such lien claim, bond claim, or similar claim, in such jurisdiction. Additionally, Seller, in its sole discretion, may require and compel that any claim brought by, or dispute between, Buyer and/or Seller, including but not limited to any claim filed in court, and any construction lien foreclosure action, be resolved by arbitration administered by the Arbitration Service of Portland, Inc. (“ASP”), under the then-effective arbitration rules of ASP, which are incorporated herein by reference. Pursuant to the ASP Rules, the parties shall be entitled to assert all claims and defenses allowed by law, shall be entitled to discovery as allowed under the Oregon Rules of Civil Procedure, and the arbitrator shall be impartial and be required to disclose any relationship to the parties. Such arbitration shall be conducted before a single, neutral arbitrator in Portland, Oregon, and shall be subject to the Oregon Uniform Arbitration Act, ORS 36.600, et seq. If it becomes necessary for Seller to pursue collection of any amounts due Seller related to the Order Acknowledgment, Seller shall be entitled to its reasonable attorney fees, collection costs, and expenses, whether or not an action is commenced. No action taken by Seller with respect to any lien claim, bond claim, similar claim, security interest, or any other action or inaction of Seller, shall be deemed a waiver of any provision of these Terms and Conditions. All claims and disputes arising out of or related to the Order Acknowledgment shall be governed by and in accordance with Oregon law.

18. GENERAL.

The rights and obligations of the parties under the Order Acknowledgment shall be governed by the laws of the State of Oregon, U.S.A. in effect as of the date of the Order Acknowledgment, including without limitation the provisions of the Oregon Uniform Commercial Code, but without regard to conflicts of law principles. The 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended, shall not apply to the Order Acknowledgment. If any provision of the Order Acknowledgment is determined by any court or arbitrator to be unenforceable, the provision shall be deleted, and the balance of the Order Acknowledgment shall be binding upon the parties. Any agreement signed and sent by facsimile shall be treated as a binding original.

19. INSURANCE (C.I.F., C.I.P., C.F.R., C.P.T., F.O.B., F.C.A., AND F.A.S. FOREIGN PORT SALES).

1. C.I.F. or C.I.P Terms. Marine insurance shall be procured by Seller at its expense for Buyer’s account, evidenced by a policy, certificate, or letter of insurance in the amount of the contract price plus not less than 10% with a recognized company or companies for whose solvency Seller is not responsible. The price specified in the Order Acknowledgment shall not include war risk insurance unless specified in writing in the Order Acknowledgment.
2. C.F.R., C.P.T., F.O.B., F.C.A., and F.A.S.Foreign Port Terms. Marine insurance and war risk insurance shall be procured by Buyer at its expense (unless otherwise specified) for the full value of this contract and shall include standard warehouse-to-warehouse coverage. If requested by Seller, Buyer shall furnish a binder by the insurance carrier covering shipment under the Order Acknowledgment, all rights under said binder to be assigned to Buyer or Seller or whomsoever may appear to be of interest.

20. MOLD WARNING

Mold can occur naturally in lumber from a variety of sources.  SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR LIMITED, WITH REGARD TO THE EXISTENCE OR NONEXISTENCE OF MOLD ON THE GOODS AND BUYER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST SELLER CONNECTION THEREWITH.

21. ASSUMPTION OF LIABILITY.

It is understood and agreed that Buyer assumes all risks and liabilities resulting from the use of the Goods. Seller neither assumes nor authorizes any person to assume for Seller any of the liability in connection with the sale or use of the Goods.

22. CREDIT APPROVAL.

All sales are subject to credit approval.

23. LATE CHARGE.

Buyer agrees to pay a monthly late charge equal to the maximum legal interest rate for contracts, or 1.5% per month, whichever is less, multiplied by any unpaid delinquent balance due to Seller until the delinquent balance has been paid in full.

STANDARD TERMS FOR PURCHASES

1. CONTROLLING DOCUMENTS.

These Standard Terms for Purchase (“Terms”) are incorporated and made a part of the “Contract” between Coppice Commodities and the supplier (“Supplier”) identified in a Purchase Order (“PO”) generated by Coppice Commodities identifying the parties and containing key business terms. The Contract consists of (a) a PO; (b) these Terms; and (c) all attachments to the PO, including but not limited to specifications, drawings, statements of work (SOW), and other documents incorporated by reference into the PO. Any conflicts between the documents will be resolved in the following order of precedence: (i) these Terms; (ii) the wording of the PO; and (iii) any attachments to the PO. Any other document provided by either party that contains terms and/or conditions that conflict with, or are inconsistent with the Contract, including the language of Supplier’s standard terms and conditions for sale, order acknowledgment, quote, proposal, invoice, clickwrap, or shrink-wrap included with the software or firmware, or anything on either party’s website are objected to and expressly rejected by Coppice Commodities and will be considered to be void and of no effect with respect to this Contract. Any conflicting or inconsistent documentation will be considered a material alteration to the Contract. However, any additional terms contained in a PO issued by Coppice Commodities and accepted in that form by Supplier that augment, supplement, or clarify the terms of the Contract, will be binding on the parties.

2. GOODS AND SERVICES.

Subject to the terms and conditions of this Contract, Supplier agrees to sell the goods and services as detailed in the PO to Coppice Commodities. “Goods” means all lumber, logs, metals, minerals, materials, supplies, ancillary parts, accessories, components, and other items purchased or leased by Coppice Commodities as identified in the PO. “Services” means all services of any nature ordered by Coppice Commodities as identified in the PO. “Specifications” for Goods and Services are detailed in the PO. The quantity of Goods and Services subject to this Contract is set out in the PO.

3. PRICING.

Pricing for this Contract is set in the PO. Pricing may exclude all sales and use taxes unless specified.

4. TAXATION.

Supplier will comply with all federal, state, and local tax laws and regulations applicable to the performance of this Contract. The parties agree to cooperate to accurately determine and lawfully minimize each party’s tax liability under this Contract, other than taxes imposed on the gross or net income of Supplier (which are the responsibility of Supplier). Supplier’s invoices will separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction.

5. ACCOUNTING; AUDIT.

Supplier will maintain accounting records and procedures sufficient to support invoices consistent with GAAP for 3 years after the termination or expiration of this Contract. Coppice Commodities and its authorized representatives may, from time to time, audit those records and accounting procedures on reasonable notice to Supplier, during normal business hours, and make copies for its use.

6. DELIVERY SCHEDULE.

Failure to deliver Goods or complete Services by the date(s) stated in the PO is a breach of this Contract. Supplier will deliver the Goods to the delivery point set out in the PO (“Delivery Point”) and complete the Services on or before the date(s) set out in the PO. Supplier will notify Coppice Commodities within 72 hours prior to the estimated delivery so that Coppice Commodities may coordinate necessary resources to receive and unload, transload, or further process Goods. Supplier will promptly notify Coppice Commodities in writing of any anticipated or actual delay in delivery of Goods or completion of Services, the reasons for the delay, and the actions being taken by Supplier to overcome or minimize the delay.

7. TITLE AND RISK OF LOSS; SHIPPING.

Title and risk of loss and responsibility for damage to the Goods or deliverables under any Services will pass from Supplier to Coppice Commodities upon delivery to the Delivery Point pursuant to the delivery terms specified in the PO. All Incoterms will be interpreted in accordance with the 2010 edition of “Incoterms,” published by the International Chamber of Commerce. Supplier will appropriately pack, mark, and ship Goods in accordance with Coppice Commodities’ instructions and best care practices, in accordance with all applicable laws, and, if so instructed by Coppice Commodities, will meet the transportation requirements of common carriers to secure the lowest transportation costs.

8. CHANGES.

Coppice Commodities may request changes in Specifications or product requirements or increase or decrease the quantity of Goods or the scope of Services. If any requested changes require changes to grading, size, quality, or alters the quantity to be delivered or delivery schedule, then Supplier will provide Coppice Commodities with a written proposal within 5 days of Coppice Commodities’ request that includes any changes in costs, dates, or other terms. If accepted by Coppice Commodities, the proposal, together with any changes in terms will be memorialized in an amendment to this Contract, signed by both parties.

9. INSPECTION.

Coppice Commodities and its consigned buyers will have 90 days from the date of delivery of Goods or completion of Services to inspect the Goods and Services. If Goods or Services do not conform to the Specifications of the PO or service contract or are otherwise defective, Coppice Commodities may, at its election either notify Supplier and offer Supplier a reasonable opportunity to remedy or return Goods to Supplier at Supplier’s expense and receive either replacement Goods or a refund of the amounts paid for Goods, or receive a refund for or re-performance of Services. If Coppice Commodities returns Goods, it does not waive any other remedies that may be available under this Contract, at law or at equity. Coppice Commodities’ review of drawings and/or Specifications does not constitute approval and does not relieve Supplier of responsibility for compliance with all Specifications and all applicable laws, codes, and regulations. Coppice Commodities’ inspection or failure to inspect, payment for, or acceptance of Goods and Services will not impair Coppice Commodities’ right to reject nonconforming Goods or Services or to pursue any other remedies available under this Contract, including its warranty rights. Final acceptance of Goods or Services occurs when they have been shown to meet the Specifications.

10. QUALITY AND WARRANTY.

1. Goods Warranty. Supplier warrants that, for a period of 6 months from the date when the Goods are put into use, or 3 months after delivery of the Goods, whichever is later (the “Goods Warranty Period”), the Goods: (i) are free from defects in requested specification, material and workmanship; (ii) are appropriate for the specified application(s) (if any); (iii) are consistent with recognized industry quality standards; and (iv) comply with the Specifications, drawings, standards, and descriptions included in this Contract (the “Goods Warranty”). Lumber and Log products will be held to governing industry standards appropriate for each product vertical.
2. Services Warranty. Supplier warrants that: (i) Services will be performed in a timely, efficient, professional, and workmanlike manner; (ii) all Supplier Personnel assigned to perform Services will have the necessary skill and training; and (iii) Services will be performed in a manner consistent with the standard of care in the industry (“Services Warranty”). The Services Warranty will survive for a period of 6 months after the date when Services are completed (“Services Warranty Period”).

11. SUBCONTRACTORS.

If Supplier employs subcontractor(s) or purchases products outside of its own production or manufacturing facility to perform work under this Contract, Supplier is responsible for the performance of the subcontractor (regardless of tier) and will indemnify, defend, and hold Coppice Commodities harmless in case of negligence, other tortious fault, or intentional misconduct by the subcontractor. Supplier may not hire a subcontractor to perform Services at a Coppice Commodities location (“Site”) without first obtaining Coppice Commodities’ written consent. Supplier may only mark up subcontractor fees and costs by the amounts specified in the PO.

12. INDEPENDENT CONTRACTOR.

1. Supplier is an independent contractor and not an employee, employer, partner, participant in a joint venture, or agent of Coppice Commodities. Supplier has no authority to negotiate or enter into contracts on behalf of Coppice Commodities or otherwise act on behalf of or bind Coppice Commodities to any obligation. While this Contract includes standards for the results to be achieved by Supplier, Supplier retains the discretion as to the method and manner to be used by it or Supplier Personnel, subject to the quality control, safety measures, and legal requirements of this Contract.
2. Subject to Coppice Commodities’ right to approve subcontractors, Supplier will have exclusive management of and the right to control the Services needed to complete this Contract. Supplier has the sole responsibility for recruiting, hiring, disciplining, terminating and making all employment decisions, disclosures, and payments to Supplier Personnel. Coppice Commodities has entered into this Contract with Supplier because Supplier and Supplier Personnel have skills needed to perform the work specified in the PO. Supplier, however, is not required to supply these workers exclusively for Coppice Commodities, and Supplier and Supplier Personnel are free to perform work for others. Coppice Commodities will not maintain or have access to the payroll, time, or other employment records of Supplier Personnel except as provided in Subsection c. below.
3. If Coppice Commodities will be charged on a time and materials basis, Supplier will obtain Coppice Commodities’ prior written approval for any overtime or weekend work that triggers overtime or weekend wages for Supplier Personnel, except as expressly authorized in the PO.
4. If Services will be performed at a Site, Supplier will coordinate its work schedule through Coppice Commodities’ Representative or the designated Site contact.

13. OWNERSHIP AND USE OF MATERIALS.

Each party’s intellectual property existing prior to the date of the PO will remain the exclusive property of that party. Supplier will promptly disclose to the Coppice Commodities representative designated in the PO (“Coppice Commodities Representative”).

14. INDEMNITY.

1. General Indemnity. To the extent permitted by law, Coppice Commodities and Supplier (“Indemnitor”) will indemnify, defend, and hold harmless the other, and its respective parent company, affiliates, and each of their agents, employees, officers, and directors (“Indemnitee”), against all claims, damages, fines, penalties, costs, liabilities, or losses (including amounts paid in settlement of claims, reasonable attorneys’ fees, consultant fees, expert fees, and costs) (“Claims”) arising out of the Indemnitor’s and its officers’, employees’, directors’, contractors’, and agents’ negligence, other tortious fault, intentional misconduct, or any allegation that Supplier Personnel are employees of Coppice Commodities for any purpose, including under any joint employer theory of liability; provided, that no right to indemnity will exist in that portion of a Claim resulting from the negligence, tortious fault, or intentional misconduct of Indemnitee, its officers, employees, contractors, agents, and subcontractors. A party seeking indemnification will give prompt written notice of the Claim to the other party, which will include the nature, pertinent facts, and an estimate of the amount of the Claim.

15. LIENS.

Supplier has good and marketable title to the Goods. Supplier will keep Coppice Commodities’ property free of liens. If Coppice Commodities receives notice of a lien caused by Supplier, Coppice Commodities may withhold any payment otherwise due Supplier until Supplier submits proof, in a form satisfactory to Coppice Commodities, that all lienable claims have been fully paid or waived.

16. CONFIDENTIALITY.

Supplier will maintain as confidential all information regarding this Contract, including but not limited to the type, description, and scope of Services to be provided; the description, volume, and pricing of Goods supplied and Services provided under this Contract; and any intellectual property created through the Services. Supplier will hold this information in strict confidence except as needed by Supplier Personnel supporting the Contract; provided, however, that those Supplier Personnel agree to be bound to a nondisclosure agreement no less stringent than the obligations in this section. For 5 years from the date of expiration or termination of this Contract, Supplier will exercise the same degree of care as it exercises for its own information of similar nature, but not less than reasonable care, to (a) prevent disclosure of Coppice Commodities’ information, and (b) not use Coppice Commodities information for any purpose other than to perform the Contract. Provided, however, that nothing in this Contract will prohibit or limit either party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) which: (i) was previously known to it; (ii) was independently developed by it; (iii) was rightfully acquired by it from a third party without continuing restriction on use; or (iv) is or becomes part of the public domain through no breach by either party of this Contract. Supplier will promptly notify Coppice Commodities if Supplier is legally compelled to disclose Coppice Commodities’ confidential information in a judicial, regulatory, or administrative process and will allow Coppice Commodities an opportunity to oppose such requirement. Supplier will take all reasonable steps provided for in such judicial, regulatory, or administrative process to preserve the confidentiality of Coppice Commodities’ confidential information. Coppice Commodities will treat all information regarding Supplier’s pricing of Goods and Services under this Contract as confidential. Neither party may use the other party’s name in publicity releases, referrals, advertising, or similar activity without the prior written consent of the other. The terms of this Section will not apply to confidential information disclosed pursuant to another confidentiality agreement or non-disclosure agreement between Coppice Commodities and Supplier.

17. FORCE MAJURE.

1. Except for the obligation to pay amounts when due under the Contract, neither party will be liable to the other for damages due to a failure to carry out its obligations under this Contract when that failure is in whole or part caused by fire, hurricane, flood, earthquake, lightning, or other natural event or disaster; freight embargo; governmental or administrative prohibition; riot; strike (other than at the affected party’s operations or that of its suppliers); acts of public enemies or terrorists; sabotage; or other events beyond that party’s reasonable control (a “force majeure event”). A party affected by a force majeure event will immediately notify the other, describing the event and estimating its duration. The parties will cooperate in good faith to mitigate the effects of the force majeure event; provided that, if Supplier is unable to perform in a timely fashion, Coppice Commodities may purchase replacement Goods or obtain substitute Services from another vendor without penalty, and those replacement Goods and substitute Services will count towards any volume requirements in this Contract. Alternatively, Coppice Commodities may elect to terminate the Contract.
2. Unless Supplier is excused from performing due to a force majeure event, if Coppice Commodities is required to acquire replacement Goods and substitute Services from another supplier because Supplier is unable to timely perform on the agreed schedule, Supplier will reimburse Coppice Commodities for all commercially reasonable additional costs and expenses incurred to obtain the replacement Goods and substitute Services.

18. TERMINATION FOR CONVENIENCE.

1. At its convenience, Coppice Commodities may terminate this Contract as to all or any part of the Goods or Services not yet delivered or complete by providing written notice to Supplier. Supplier will immediately discontinue all work on the date specified in the termination notice.
2. Upon termination for convenience pursuant to this Section, Coppice Commodities will pay Supplier for all Goods shipped and Services completed before Supplier’s receipt of the termination notice. For any Goods specially manufactured for Coppice Commodities, Coppice Commodities will pay all reasonable costs incurred by Supplier associated with the Goods, including any costs and cancellation charges actually incurred by Supplier under subcontracts. An accounting of these costs will be provided to Coppice Commodities within 10 days of receipt of the notice to terminate. The payment will not exceed the total price of the order and will be reduced by any deposits, refunds, or salvage values available to Supplier. Upon payment, title to any work-in-progress will pass to Coppice Commodities.

19. OTHER TERMINATION.

This Contract may be terminated: (a) upon the mutual written agreement of the parties; (b) by the non-breaching party where the breach is not cured within fifteen (15) calendar days after written notice of breach is delivered to the breaching party, unless a different time for a cure is otherwise stated in this Contract; (c) by Coppice Commodities immediately upon written notice to Supplier if for any reason the ownership or control of Supplier or Supplier assets supplying Goods or Services under this Contract becomes vested in any direct competitor of Coppice Commodities; and (d) as otherwise expressly provided for in this Contract. This Contract will terminate automatically and without further action, if a party becomes insolvent or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any other available remedies, the non-breaching party may terminate this Contract as provided in subsection (b) above without further liability by written notice to the breaching party. Termination for breach will not affect rights or obligations accrued or owed before the effective date of the termination notice.

20. DISPUTE RESOLUTION; REMEDIES.

1. Any dispute between the parties regarding this Contract, including a dispute over a party’s performance of its obligations or interpretation of the Contract’s terms, other than a dispute when a remedy sought in good faith is injunctive relief, will be addressed as follows: (i) the party initiating dispute resolution will present a written explanation of the dispute and the remedy requested; and (ii) within 10 business days after receiving such notice, the other party will respond by either agreeing to the requested remedy, proposing a different remedy, or explaining why the issue does not justify any remedy. If the matter is not settled within 10 business days after the response is received by the initiating party or if no response is provided, the dispute will be settled by binding arbitration upon the initiation of either party. If either party refuses to participate in arbitration, the other party may compel arbitration.
2. Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the matter. The arbitration will be held in Portland, Oregon.
3. Any action or proceeding arising out of this Contract where a remedy sought in good faith is injunctive relief will be heard exclusively in the federal or state courts located in Portland, Oregon. Coppice Commodities and Supplier expressly and irrevocably consent to the personal jurisdiction of those courts and waive any objection based on an inconvenient forum.
4. The prevailing party in an arbitration proceeding or lawsuit is entitled to recover all of its dispute resolution costs, including reasonable attorneys’ fees and costs.

21. ENTIRE AGREEMENT.

This Contract contains the entire understanding of the parties regarding the subject matter of this Contract and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties regarding the subject matter of the Contract.

22. GENERAL.

1. The parties to this Contract represent that they have negotiated and understand its provisions and agree that no presumptions should be made against the drafter.
2. This Contract will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.
3. If any provision in this Contract is determined to be invalid, illegal, or unenforceable, all other provisions of the Contract will remain in full force and effect provided that the economic or legal substance of the Contract is not affected in a material way. If necessary, the parties will negotiate in good faith to modify the Contract to reflect as closely as possible the parties’ original intent.
4. Upon expiration of this Contract Coppice Commodities will accept and take delivery of all outstanding and not yet fulfilled orders and pay Supplier the price as set out in the PO. Supplier’s right to payment upon early termination of the Contract by Coppice Commodities is addressed in the Sections titled Termination for Convenience and Termination for Cause.
5. Upon termination or expiration of this Contract (i) Supplier will continue to fulfill its warranty obligations with respect to any Goods or Services sold to Coppice Commodities, and (ii) all provisions of the Contract that, by their nature, would continue beyond the termination, cancellation, or expiration of the Contract will so continue and survive.
6. Upon termination or expiration of this Contract, Supplier and Supplier Personnel will return all keys, badges, and other materials supplied by Coppice Commodities for the performance of this Contract.
7. No waiver will bind either party unless it is made in writing and signed by the party making the waiver. A party’s waiver of a breach of a provision of this Contract does not constitute a waiver of any other provision of the Contract or a waiver of a subsequent breach of the same Contract provision.
8. This Contract may be amended only by written agreement signed by both of the parties.
9. If signatures are required, this Contract may be executed in two or more counterparts, each of which together are deemed an original, but all of which together constitute one and the same instrument. If a signature is delivered by facsimile transmission or using another electronic format agreed to by the parties, that signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if the facsimile or other electronic format were an original document.