1. Agreement to Sell

International Plywood & Lumber and its affiliates, subsidiaries, and divisions (collectively “IP&L,” “we,” “us,” or “our”) agrees to sell the products identified in each applicable Sales Order (the “Goods”) to the purchasing party (“Buyer,” “you,” or “your”), subject to the terms and conditions set forth in this Agreement.

All rights not specifically granted herein are expressly reserved by IP&L.

By placing an order — whether by phone, email, online form, in person, or via purchase order — Buyer acknowledges that it has read, understood, and agrees to be bound by these Purchase Terms & Conditions.

2. Price Adjustments & Taxes

IP&L operates in a commodity lumber and panel market where prices fluctuate based on mill pricing, import duties, tariffs, freight costs, and global supply conditions. As a result:

• Price changes: IP&L may adjust prices at any time to reflect increased costs in sourcing, transporting, or delivering the Goods. While it is our standard practice to honor pricing on confirmed Sales Orders, we reserve the right to adjust confirmed order pricing when extraordinary market conditions require it — including but not limited to tariff changes, port disruptions, or raw material price spikes exceeding 10% from the confirmed order date.
• Notification of price increases: If IP&L exercises its right to increase the price on a confirmed order, we will notify Buyer in writing. Buyer will have 48 business hours to accept the revised price, modify the order, or cancel. If no written response is received within that window, Buyer shall be deemed to have accepted the revised price.
• Taxes and duties: Unless expressly stated otherwise on the Sales Order, all quoted prices exclude federal, state, and local sales taxes, use taxes, excise taxes, import duties, tariffs, and similar charges. Buyer is responsible for all applicable taxes on the purchase. IP&L will collect and remit Florida sales tax where required by law. Buyers claiming tax-exempt status must provide a valid, current Florida Department of Revenue exemption certificate prior to the first order; exemptions are not applied retroactively.

3. Payment Terms

Standard payment terms are as follows:

• Cash / COD accounts: Payment is due in full at the time of delivery or pickup. IP&L accepts ACH, check, wire transfer, and credit card. A 3% processing fee applies to all credit card transactions.
• Approved Net-30 Trade Accounts: Payment is due within thirty (30) calendar days from the invoice date. Net-30 terms are available only to Buyers who have completed and been approved through IP&L’s Trade Account Application process.
• Late payment: Invoices not paid within the agreed payment period will accrue interest at the rate of 1.5% per month (18% per annum) on all outstanding unpaid balances, beginning on the first day past due.
• Credit revocation: IP&L reserves the right, in its sole discretion, to revoke or reduce credit terms at any time, including if Buyer fails to pay timely, if Buyer’s financial condition deteriorates, or if Buyer exceeds its approved credit limit. Upon revocation, all outstanding invoices become immediately due and payable.
• Prepayment requirement: IP&L may require prepayment or a deposit before processing any order if Buyer’s account is past due, if Buyer has not established credit, or for special-order or custom-cut materials.

4. Collection Costs & Security Interest

To secure payment of the purchase price, Buyer hereby grants to IP&L a purchase money security interest in all Goods sold under this Agreement, together with all proceeds (including insurance proceeds), until the purchase price is paid in full. IP&L may file a UCC-1 financing statement to perfect this security interest.

If IP&L engages attorneys, collection agencies, or other third parties to collect amounts owed by Buyer, Buyer agrees to reimburse IP&L for all reasonable collection costs, including attorney fees, court costs, and collection agency fees. These amounts will be added to the outstanding invoice balance and accrue interest at the rate stated in Section 3.

Buyer’s failure to pay in full shall entitle IP&L to retake possession of the Goods wherever located, to the full extent permitted by Florida law.

5. Delivery & Shipments

IP&L offers flatbed truck delivery with forklift unloading to commercial job sites and business addresses throughout Miami-Dade and Broward counties, Monday through Friday, 7:30 AM to 4:00 PM. The following conditions apply to all deliveries:

• Delivery scheduling: Delivery windows are scheduled based on route availability. Same-day delivery is subject to order volume, product availability, and driver schedule. IP&L will confirm delivery windows at time of order confirmation.
• Site access: Buyer is responsible for ensuring safe, legally accessible, and unobstructed delivery site access for a flatbed truck. If our driver cannot safely access or unload at the designated site, the delivery may be rescheduled at Buyer’s cost.
• Detention charges: If the IP&L delivery truck is detained at a Buyer’s site beyond 30 minutes through no fault of IP&L, a detention fee of $150 per hour (or fraction thereof) will be added to the invoice.
• Risk of loss: Risk of loss or damage to the Goods passes to Buyer upon delivery to the designated delivery address. IP&L is not liable for delays, damage, or loss once Goods are in transit to Buyer, except where caused by IP&L’s own negligence.
• Partial shipments: IP&L may, in its sole discretion and without penalty, make partial shipments of any order. Each partial shipment may be invoiced separately.
• Will-call pickup: Buyer may arrange will-call pickup at IP&L’s warehouse at 7340 NW 56th St, Doral, FL 33166, during business hours. Buyer assumes all risk of loss upon loading at our facility.

6. Force Majeure & Excused Non-Performance

IP&L shall not be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from causes beyond IP&L’s reasonable control, including but not limited to:

• Acts of God, hurricanes, floods, or natural disasters (including events declared under the Florida Emergency Management Act)
• Fire, explosion, or industrial accident
• Mill or supplier production disruptions, port closures, or shipping delays
• Government actions, embargoes, trade restrictions, or tariff changes
• Labor disputes, strikes, or workforce shortages
• Pandemics, disease outbreaks, or public health emergencies
• Interruption of transportation, utilities, or infrastructure

In the event of a force majeure condition, IP&L will notify Buyer as promptly as practicable. Delivery timelines will be extended by the duration of the force majeure event. If the event continues for more than thirty (30) days, either party may cancel any unfulfilled orders without liability by providing written notice to the other party.

7. Inspection & Nonconforming Goods

Buyer must inspect all Goods immediately upon receipt. By accepting delivery and signing the delivery receipt without written notation of damage or discrepancy, Buyer acknowledges that the Goods were received in apparent good condition.

“Nonconforming Goods” means only: (a) product materially different in species, grade, or dimension from what is specified on the Sales Order; or (b) product whose label or packaging incorrectly identifies its contents.

To submit a nonconformance claim, Buyer must:

1. Notify IP&L in writing within 48 hours of delivery, describing the alleged nonconformance with specificity
2. Retain the Goods in the condition received — do not cut, install, finish, or otherwise alter the Goods before IP&L has had the opportunity to inspect them
3. Provide photographs and written documentation as reasonably requested by IP&L

Failure to provide timely written notice shall constitute acceptance of the Goods as conforming.

Upon a valid nonconformance claim, IP&L will, at its sole discretion: (i) replace the Nonconforming Goods with conforming Goods; or (ii) issue a credit or refund of the invoice amount attributable to the Nonconforming Goods. The remedies set forth in this Section are Buyer’s sole and exclusive remedy for delivery of Nonconforming Goods.

No right of return. Except as provided above, all sales are final. Buyer has no right to return Goods once purchased. Custom-cut, special-order, or non-stock items are non-returnable under any circumstances.

8. Warranty

IP&L warrants that the Goods delivered will materially conform to the species, grade, and dimensions specified on the applicable Sales Order at the time of delivery.

Where applicable, manufacturer warranties for specific products (such as fire-retardant treatment warranties, APA-rated structural panel warranties, or prefinished surface warranties) are passed through to Buyer to the extent available and transferable.

9. Limitation of Liability

The remedies described in Sections 7 and 8 are exclusive and constitute IP&L’s entire liability to Buyer for any claim related to the Goods.

Time limit on claims. Any legal action or arbitration proceeding arising from a claim under this Agreement must be commenced within one (1) year from the date on which the cause of action accrued. Claims not brought within this period are permanently barred, regardless of any longer statutory limitation period.

10. Order Cancellation

Once a Sales Order has been confirmed by IP&L, Buyer may not cancel or modify the order without IP&L’s prior written consent. Cancellation or modification requests are subject to the following:

• Stock items: Cancellation of in-stock Goods before delivery may be accepted at IP&L’s discretion. A restocking fee of up to 20% of the order value may apply.
• Special-order and custom items: Orders for non-stock, custom-cut, or special-order Goods (including specific species, treatment, or dimensional cuts not regularly stocked) are non-cancellable once the order has been placed with our supplier or cut has been initiated.
• Price change cancellation: Buyer may cancel an order without penalty only in the specific circumstance described in Section 2 where IP&L has notified Buyer of a price increase on a confirmed order and Buyer exercises its right to cancel within the stated response window.

11. Intellectual Property

All trademarks, service marks, trade names, logos, product names, and brand identifiers used by IP&L, including “International Plywood,” “Discount Plywood,” and all associated imagery and content, are the exclusive property of International Plywood & Lumber Buyer acquires no rights in any IP&L intellectual property by virtue of this Agreement or any purchase of Goods.

Any specifications, drawings, designs, tools, templates, or materials created by IP&L specifically for Buyer’s order remain the exclusive property of IP&L unless expressly transferred in a separate written agreement signed by both parties.

12. Confidentiality

Each party may, in the course of their business relationship, receive confidential information from the other party, including but not limited to pricing structures, volume discount schedules, supplier relationships, project details, and business plans (“Confidential Information”).

Each party agrees to: (a) use Confidential Information only for the purposes of this Agreement; (b) protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties without prior written consent.

Confidential Information does not include information that: (i) was already known to the receiving party before disclosure; (ii) becomes publicly available through no act or omission of the receiving party; (iii) is independently developed without use of the disclosed information; or (iv) is required to be disclosed by law, regulation, or court order.

13. Indemnification

Buyer agrees to defend, indemnify, and hold harmless IP&L and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

• Buyer’s breach of any provision of this Agreement
• Buyer’s use, installation, distribution, or resale of the Goods
• Any third-party claim resulting from work performed or products manufactured by Buyer incorporating the Goods
• Buyer’s violation of any applicable law, building code, or regulation in connection with the use of the Goods
• Any personal injury or property damage caused by or arising from Buyer’s handling or application of the Goods

IP&L will notify Buyer promptly of any claim for which indemnification is sought, and Buyer will have the right to control the defense of such claim with counsel reasonably acceptable to IP&L.

14. Dispute Resolution & Arbitration

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws provisions. The parties agree to the following dispute resolution process:

Step 1 — Good Faith Negotiation. Before initiating any formal proceeding, the party asserting a claim must provide written notice to the other party describing the dispute in reasonable detail. The parties agree to attempt to resolve the dispute through good faith negotiation for a period of thirty (30) days following such notice.

Step 2 — Binding Arbitration. If the parties are unable to resolve the dispute within the 30-day negotiation period, either party may submit the dispute to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted in Miami-Dade County, Florida. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction.

Exception — Intellectual Property. Claims involving IP&L’s trademarks, trade secrets, copyrights, or patents are expressly excluded from arbitration and may be brought in state or federal court in Miami-Dade County, Florida.

Venue. Any litigation not subject to arbitration shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Both parties consent to personal jurisdiction in such courts.

15. Governing Law & Entire Agreement

This Agreement, together with the applicable Sales Order, constitutes the entire agreement between IP&L and Buyer with respect to the purchase and sale of the Goods, and supersedes all prior negotiations, representations, warranties, and understandings, whether written or oral.

This Agreement is governed by the laws of the State of Florida. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

If any provision of this Agreement is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No waiver by either party of any breach of this Agreement shall operate as a waiver of any subsequent or continuing breach. No amendment to this Agreement is effective unless made in writing and signed by authorized representatives of both parties.

16. Miscellaneous Provisions

• Assignment: Buyer may not assign, transfer, or delegate its rights or obligations under this Agreement without IP&L’s prior written consent. IP&L may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any unauthorized assignment is void.
• Electronic communications: Buyer consents to receive invoices, Sales Orders, notices, and other communications from IP&L electronically (by email, SMS, or web portal). Electronic communications satisfy any legal requirement that such communications be in writing.
• Independent contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
• Notices: Notices under this Agreement must be in writing and delivered by email to IP&L at sales@discountplywood.com or by mail to 7340 NW 56th St, Doral, FL 33166, Attn: Operations Manager. Notices to Buyer are effective when sent to the email or mailing address on the Sales Order.
• Severability: If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.
• Counterparts & electronic signatures: This Agreement may be executed electronically or by electronic signature, each of which shall be equally effective as an original.