Standard Terms and Conditions for International Sales

Effective Date: January 29, 2026
Document Reference: 20260129-STCIS

Incorporation by Reference

These Standard Terms and Conditions for International Sales (these “Standard Terms“) are published by Cedarwood-Young Company, a California corporation doing business as Allan Company (“Allan Company” or “Seller“), for incorporation by reference into international sales agreements, purchase orders, sales confirmations, and related contracts for the sale of recyclable commodities. “Buyer” means the party purchasing commodities (“Commodities“) from Seller under any agreement incorporating these Standard Terms by reference. Any contract, purchase order, sales confirmation, or other agreement that references these Standard Terms, whether by name, description, URL (legal.allancompany.com or allanlegal.com), Document Reference (20260129-STCIS), or otherwise, shall incorporate these Standard Terms in their entirety unless expressly modified in writing by an authorized officer of Allan Company. In the event of any conflict between these Standard Terms and the terms of a specific written agreement signed by Allan Company’s authorized representative, the signed agreement shall control only as to those specific conflicting provisions. These Standard Terms shall not be modified by any terms or conditions stated in Buyer’s purchase order, order acknowledgment, or other document unless expressly accepted in writing by a duly authorized officer of Allan Company.

ARTICLE I – TAXES AND GOVERNMENTAL CHARGES

1.1 Allocation of Tax Obligations. Buyer shall pay and indemnify Seller from all taxes, duties, tariffs, fees, and other governmental charges arising from or related to the sale, purchase, import, export, transportation, handling, or use of the Commodities, except for taxes specifically assessed against and payable by Seller in its capacity as seller or exporter (as applicable) under the laws of the exporting country. Seller shall pay only those taxes, duties, and charges that are directly assessed against Seller by the government of the exporting country and for which Seller is the named taxpayer. Without limiting Buyer’s obligations, Buyer shall pay all customs duties, import taxes, value-added taxes, sales taxes, use taxes, excise taxes, and similar charges imposed by any importing country or destination country. Seller shall not be liable for any taxes arising from Buyer’s use, resale, or disposition of the Commodities. Each party shall indemnify and hold harmless the other party from any taxes for which such party is responsible under this section, including reasonable attorneys’ fees and costs incurred in connection with any tax assessment, audit, or dispute.

ARTICLE II – PAYMENT TERMS AND DEFAULT

2.1 Required Payment Methods; No Substitution. It is expressly understood and agreed that under no circumstances shall Seller be required or obligated to accept payment by any means, method, currency, or manner other than as specifically set forth in the applicable sales agreement or purchase order incorporating these Standard Terms by reference. In the event that, for any reason whatsoever (including without limitation currency controls, exchange restrictions, governmental prohibitions, banking failures, or force majeure events), payment cannot be made or tendered in accordance with the agreed terms, Buyer shall immediately (and in no event later than two business days after becoming aware of such inability) notify Seller in writing of such inability, specifying in reasonable detail the factual and legal reasons why payment in the agreed manner has become impossible, impracticable, or prohibited. Upon receipt of such notice, Seller shall have the option, exercisable in Seller’s sole and absolute discretion, of either: (a) terminating and canceling the sales agreement in whole or in part without any liability, penalty, or obligation to Buyer whatsoever; or (b) accepting an alternative manner, method, or currency of payment proposed by Buyer, upon such terms and conditions (including adjustment of pricing, provision of security, or other modifications) as Seller deems appropriate. Seller’s election to accept an alternative payment method in one instance shall not constitute a waiver of Seller’s rights under this Section 2.1 or obligate Seller to accept such alternative payment in any other instance.

2.2 Payment Default; Seller’s Remedies. In the event Buyer fails or refuses to fulfill any condition, covenant, or obligation relating to payment (including without limitation failure to establish or maintain letters of credit, failure to make timely payment, failure to provide required payment security, or failure to cure any deficiency in payment instruments), Seller may, in its sole and absolute discretion and without waiving any other rights or remedies available at law or in equity, elect to exercise any one or more of the following remedies: (a) withhold or suspend all shipments and deliveries of Commodities (whether under the subject agreement or any other agreement between the parties); (b) suspend performance of all obligations under the subject agreement; (c) delay performance for such period as Seller deems appropriate; or (d) cancel and terminate the agreement in accordance with Article VIII (Cancellation for Cause) below. In the event Seller elects to withhold, suspend, or delay performance under clauses (a), (b), or (c) above, all fees, costs, expenses, charges, and damages incurred, sustained, or suffered by Seller as a direct or indirect result of Buyer’s nonperformance or default (including without limitation demurrage charges, storage costs, insurance expenses, remarketing costs, price differential losses, financing costs, and attorneys’ fees) shall be immediately due and payable by Buyer upon Seller’s submission of invoices therefor, and Buyer’s obligation to pay the purchase price for Commodities shall not be reduced, offset, or suspended by reason of any such withholding, suspension, or delay by Seller. Seller shall be entitled to an automatic extension of time for performance of its delivery and other obligations equal to the entire period of Buyer’s nonperformance, breach, or default, whether or not Seller elects to delay or suspend its own performance, and such extension shall apply without prejudice to Seller’s right to terminate for Buyer’s breach.

2.3 Interest on Past Due Amounts. All amounts owed to Seller that remain unpaid after the due date specified in the applicable agreement or invoice shall bear interest at the maximum rate permitted by applicable law, from the original due date until the date of actual payment in full, and Buyer shall pay such interest together with all costs of collection, including reasonable attorneys’ fees.

ARTICLE III – DELIVERY, TITLE, AND RISK OF LOSS

3.1 Incorporation of Incoterms. Incoterms 2000 standard trade definitions, as devised and published by the International Chamber of Commerce, are incorporated herein by reference and shall govern the interpretation of all trade terms used herein.

3.2 Partial Deliveries and Transshipment. Seller is expressly authorized and permitted to make partial deliveries and partial shipments of the Commodities, and each such partial delivery or shipment shall constitute a separate and independent transaction for all purposes, including without limitation payment obligations, acceptance, rejection, and claims. Transshipment of the Commodities through intermediate ports or locations is expressly permitted unless otherwise prohibited in writing by Buyer and agreed to in writing by Seller.

3.3 Late Delivery; Acceptance and Rejection. In each instance, if delivery is not made within the time specified in this Agreement, Buyer shall have three (3) days after such late delivery within which to reject the late delivery otherwise Buyer shall be conclusively presumed to have accepted such late delivery.  In no event shall Buyer be entitled to reject any timely delivery of Commodities because of a prior, contemporaneous or subsequent rejection of a late delivery of Commodities.

3.4 F.A.S. and Other Deliveries. In the event the Commodities are sold on Free Alongside Ship (F.A.S.) terms, the port of origin or port of loading identified in the applicable agreement shall constitute the place of delivery for all purposes. Seller’s obligation to deliver the Commodities shall be fully satisfied and discharged when the Commodities are placed alongside the vessel (or at the disposal of the carrier or other person nominated by Buyer) on Seller’s means of transport ready for unloading at the named port of shipment. Buyer shall provide to Seller notification of the vessel’s name, booking number, or other relevant shipping information with no less than twenty-four (24) hours prior to the scheduled date for loading. Buyer’s failure to provide such timely notification shall entitle Seller to delay delivery, to assess additional storage and handling charges against Buyer, and/or to extend the time for performance by a period equal to the delay caused by Buyer’s failure.

3.5 Transfer of Title and Risk of Loss. Upon delivery of the Commodities in accordance with the terms specified in the applicable agreement (including the applicable Incoterms), all right, title, and interest in and to the Commodities, together with all risk of loss of or damage to the Commodities (whether arising from casualty, theft, deterioration, contamination, or any other cause whatsoever), shall immediately pass from Seller to Buyer. All delivery times and dates specified in any agreement are approximate only and are expressly made subject to and dependent upon Seller’s prompt receipt of all materials, information, documentation, governmental approvals, payment instruments, and other items necessary or appropriate to permit Seller to proceed with shipment. Seller shall not be liable for any delay in delivery that results from Buyer’s failure to provide such materials, information, or documentation in a timely manner.

ARTICLE IV – QUANTITY VARIANCE

4.1 Permitted Variance. Buyer and Seller each acknowledge, understand, and agree that the quantity of Commodities specified in any agreement incorporating these Standard Terms is approximate only and is subject to variance as provided in this Article IV. In the event the quantity is specified in tons (whether metric tons, short tons, or long tons), the purchase order and Seller’s delivery obligations thereunder shall be deemed fully performed, completed, and satisfied when the aggregate quantity of Commodities actually shipped equals or falls within ten percent (10%) (whether over or under) of the specified quantity. The total purchase price payable by Buyer shall be recomputed and adjusted to reflect the actual quantity of Commodities shipped, giving effect to such variance; provided, however, that the unit price per ton shall remain unchanged and shall not be subject to adjustment by reason of such quantity variance. Buyer shall have no right to reject Commodities delivered within the permitted variance range, and any such delivery within the permitted variance shall constitute full and complete performance by Seller.

ARTICLE V – QUALITY STANDARDS; COMMODITY GRADING; WARRANTY DISCLAIMERS

5.1 Grade Definitions and Specifications. The commodity grade definitions published by Seller and maintained on Seller’s website at http://legal.allancompany.com or http://legal.allancompany.com, as such definitions may be amended, modified, or supplemented by Seller from time to time (collectively, the “Grade Definitions“), are incorporated into and made a part of these Standard Terms by reference. For any commodity grade that is not specifically addressed or defined in the Grade Definitions, the specifications set forth in ReMA’s current ISRI SPECIFICATIONS (https://www.isrispecs.org/).(the “ISRI Specs“), as such circular may be amended, modified, or supplemented from time to time, shall apply in place of the Grade Definitions, and in all such instances any reference in these Standard Terms to the Grade Definitions shall be deemed to mean and refer to the applicable provisions of the ISRI Specs. The ISRI Specs are incorporated into these Standard Terms by reference. All Commodities transacted under these Standard Terms shall be graded in accordance with the applicable Grade Definitions or ISRI Circular specifications.

5.2 Nature of Recycled Materials. Buyer and Seller each acknowledge, understand, and agree that the Commodities transacted under these Standard Terms are recycled materials that have been produced, processed, sorted, and handled using mechanized processes and manual labor, and that such Commodities shall be deemed to be in conformity with any agreement incorporating these Standard Terms if they substantially conform to the applicable Grade Definitions or ISRI Specs.  The Grade Definitions may not specifically describe or address all types of processes, equipment, or methods used in the manufacture, processing, or recycling of materials.

5.3 Rejected Commodities; Buyer’s Obligations. In the event Buyer rejects any shipment of Commodities, Buyer shall be responsible and liable for the value of (and shall pay Seller for) any Commodities that have been consumed, used, processed, commingled, resold, or that are otherwise missing from the rejected shipment, together with all freight, transportation, and handling charges incurred with respect thereto, except for such de minimis quantity as may reasonably be considered necessary for sampling, testing, or inspection purposes (not to exceed one percent of the shipment). Buyer shall protect and preserve all rejected Commodities from weather, moisture, theft, vandalism, contamination, and any other adverse elements or conditions, and shall maintain such Commodities in their condition as delivered, until such time as the rejection claim is fully and finally resolved and settled. Buyer’s failure to properly protect and preserve rejected Commodities shall constitute acceptance of such Commodities and waiver of all rejection rights.

5.4 Limited Warranty. Seller warrants that the Commodities delivered hereunder shall conform to the description of such Commodities set forth in the applicable agreement and shall substantially conform to the applicable Grade Definitions or ISRI Specs. Except for the foregoing limited warranty, Seller makes no other warranty, representation, or guaranty of any kind whatsoever, whether express or implied, with respect to the Commodities. If any sample of Commodities was shown, provided, or made available to Buyer prior to or in connection with any transaction, such sample was provided solely to illustrate the general type, grade, and quality characteristics of the Commodities, and not to represent, warrant, or guaranty that the Commodities delivered would conform precisely or exactly to such sample.

5.5 DISCLAIMER OF IMPLIED WARRANTIES. THE COMMODITIES SOLD AND DELIVERED UNDER THESE STANDARD TERMS ARE PROVIDED AND SOLD TO BUYER ON AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE COMMODITIES ARE OR WILL BE OF MERCHANTABLE QUALITY OR MERCHANTABILITY, OR THAT THE COMMODITIES ARE FIT, SUITABLE, OR ADEQUATE FOR ANY PARTICULAR PURPOSE, USE, OR APPLICATION, OR THAT THE COMMODITIES WILL MEET BUYER’S REQUIREMENTS OR EXPECTATIONS. ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED AND EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

5.6 No Authority to Modify Warranties. No agent, employee, representative, distributor, or other person acting on behalf of or in the name of Seller has any power, authority, or authorization to bind Seller to any affirmation of fact, promise, representation, or warranty concerning the Commodities sold under these Standard Terms. Unless any such affirmation, promise, representation, or warranty is expressly set forth in the written agreement incorporating these Standard Terms and signed by a duly authorized officer of Seller, it does not constitute a part of the basis of the bargain between the parties, has not been relied upon by Buyer, and shall not be enforceable in any manner whatsoever.

ARTICLE VI – MOISTURE CONTENT

6.1 Air Dry Standards. Unless a different moisture content threshold is expressly specified in writing in the applicable agreement, a moisture content of three percent (3%) by weight shall be deemed to constitute “air dry” condition for all transactions involving ferrous and non-ferrous metal Commodities, and a moisture content of twelve percent (12%) by weight shall be deemed to constitute “air dry” condition for all transactions involving paper Commodities. In the event the actual moisture content present in any shipment of Commodities exceeds the applicable air dry threshold specified above, Buyer shall have the right to request an adjustment to the purchase price to account for such excess moisture. Whenever commercially practicable and reasonable, any such adjustment shall be calculated and applied on an average air dry basis taking into account the moisture content across the entire shipment rather than isolated portions thereof.

ARTICLE VII – FORCE MAJEURE

7.1 Excuse of Performance. Seller shall not be liable, responsible, or deemed to be in breach or default for any delay in delivery or failure or inability to perform any obligation hereunder to the extent such delay, failure, or inability is caused directly or indirectly by any event, circumstance, condition, or cause beyond Seller’s reasonable control (each, a “Force Majeure Event”), including without limitation: acts of God; acts (including failures or refusals to act) of any governmental, regulatory, or administrative authority (whether de jure or de facto); wars (whether declared or undeclared); military operations; governmental priorities for military or civilian purposes; enemy or hostile governmental action; blockades; embargoes; sanctions; civil commotion; insurrection; acts of the public enemy; acts of terrorism; riots; revolutions; sabotage; nuclear incidents; port congestion; lack of available vessel space or shipping capacity; strikes; lockouts; slowdowns; work stoppages; or other labor disputes or industrial actions (whether involving Seller’s employees or the employees of third parties); fires; explosions; floods; droughts; hurricanes; typhoons; earthquakes; landslides; storms or other adverse weather conditions; epidemics; pandemics; quarantines; public health emergencies; and inability to timely obtain, on commercially reasonable terms, necessary or proper labor, materials, components, commodities, supplies, facilities, equipment, energy, fuel, utilities, transportation, vessel space, governmental authorizations, permits, licenses, approvals, consents, or instructions.

7.2 Effect of Force Majeure; Notice and Extension. The excuse of performance provided under Section 7.1 shall apply and remain effective even if the Force Majeure Event existed or was occurring at the time Buyer placed its order or at the time the applicable agreement was executed, or even if such Force Majeure Event occurs or arises after Seller’s performance has already been delayed or prevented for other causes or reasons. In the event Seller’s performance is delayed, prevented, or hindered by a Force Majeure Event, Seller shall provide Buyer with written notice of such delay and the Force Majeure Event causing such delay within a reasonable time after Seller becomes aware thereof, and shall specify a revised delivery date or performance schedule as soon as reasonably practicable after the Force Majeure Event has ceased or been resolved. In the event of any delay caused by a Force Majeure Event, and subject to the termination rights set forth in Section 7.3 below, there shall be no cancellation or termination of the applicable agreement, and the time for delivery or performance by Seller shall be automatically extended for a period of time equal to the duration of the delay caused by the Force Majeure Event, plus such additional reasonable time as may be necessary for Seller to resume performance.

7.3 Termination for Extended Force Majeure. In the event any delay excused by this Article VII extends for more than sixty consecutive days, and the parties have not agreed upon a revised basis, schedule, or terms for continuing and completing the transaction following the end or cessation of the Force Majeure Event, then either party (except that if the delay was caused by any act, omission, or circumstance attributable to Buyer, then only Seller), upon providing ten days’ prior written notice to the other party, may terminate and cancel the unfulfilled and unperformed portion of the applicable agreement without liability to the other party.

ARTICLE VIII – CANCELLATION FOR CAUSE

8.1 Bankruptcy and Insolvency. In the event of the bankruptcy, insolvency, receivership, assignment for the benefit of creditors, or dissolution of Buyer, or in the event any proceeding is brought by or against Buyer under any bankruptcy, insolvency, receivership, reorganization, liquidation, or similar law (whether voluntary or involuntary), Seller shall be entitled to immediately cancel and terminate any outstanding purchase order or agreement with Buyer without liability, and Seller shall be entitled to receive prompt reimbursement and compensation from Buyer (or Buyer’s bankruptcy estate) for all reasonable cancellation costs, restocking fees, remarketing expenses, price differentials, and other losses and damages suffered or incurred by Seller as a result of such cancellation.

8.2 Refusal of Delivery and Stoppage in Transit. In the event of Buyer’s insolvency (as defined in the Uniform Commercial Code as in effect in the State of California), or in the event of any act or circumstance constituting an act of bankruptcy (whether voluntary or involuntary), or in the event of the commencement or institution of any insolvency, bankruptcy, receivership, or liquidation proceeding by or against Buyer, Seller may refuse to deliver Commodities except upon receipt of cash payment in advance (or other security satisfactory to Seller), and Seller may stop delivery of Commodities while in transit, reclaim Commodities delivered to an insolvent Buyer, and exercise all other rights and remedies available under the Uniform Commercial Code and applicable law.

8.3 Buyer’s Default; Seller’s Remedies. Upon the occurrence of any default, breach, or nonperformance by Buyer under any agreement incorporating these Standard Terms or under any other agreement between Buyer and Seller, Seller shall have the option, exercisable in Seller’s sole discretion, to: (a) refuse to perform or deliver further under such agreement and under any and all other existing agreements between the parties that Seller may elect to terminate; (b) rescind such agreement and any other agreements between the parties; (c) hold Buyer liable for all resulting damages, losses, costs, and expenses (including reasonable attorneys’ fees); and/or (d) resell, whether at public or private sale and whether with or without notice to Buyer, any undelivered Commodities covered by such agreement and any other existing agreements between the parties that Seller may elect to terminate. Seller shall not be liable or accountable to Buyer for any profit realized on any such resale. Buyer shall remain liable to Seller for the difference between: (i) the aggregate of the original agreement price of the Commodities, plus all expenses and charges for the account of Buyer (including but not limited to freight, insurance, storage, demurrage, and financing charges), plus all expenses incurred by Seller in connection with storage, preservation, and resale of the Commodities (including advertising, brokerage, legal fees, and other remarketing costs); and (ii) the net proceeds actually received by Seller from such resale. All rights and remedies provided in this Section 8.3 are cumulative and in addition to all other rights and remedies available to Seller at law or in equity.

ARTICLE IX – COOPERATION AND GOVERNMENTAL AUTHORIZATIONS

9.1 Mutual Cooperation. Each party agrees to furnish and provide to the other party, upon reasonable request and in a timely manner, all reasonable cooperation, assistance, information, and documentation necessary or useful to support the other party’s efforts to obtain, maintain, or comply with any necessary or required consents, approvals, waivers, exemptions, licenses, permits, visas, clearances, certifications, or authorizations from appropriate governmental authorities, agencies, departments, or officials in connection with the exportation, importation, transportation, or use of the Commodities. Each party shall bear its own costs and expenses in connection with obtaining such governmental authorizations as are required for such party’s performance.

9.2 Buyer’s Responsibility for Import Authorizations. Buyer shall be solely responsible for timely obtaining and maintaining in full force and effect any and all import licenses, exchange permits, foreign exchange authorizations, customs clearances, and any other governmental approvals, authorizations, permits, or clearances required under the laws or regulations of Buyer’s country or any other jurisdiction for the importation, purchase, receipt, or use of the Commodities. Seller shall not be liable, and Buyer shall not be relieved of its payment or other obligations hereunder, if any authorization, approval, permit, or clearance of any government other than the United States government is delayed, denied, revoked, restricted, conditioned, suspended, or not renewed for any reason.

9.3 Export Control Compliance. All shipments and transactions under these Standard Terms shall at all times be subject to and conditional upon compliance with the export control laws and regulations of the United States of America (including the Export Administration Regulations, International Traffic in Arms Regulations, and regulations administered by the Office of Foreign Assets Control), as such laws and regulations may be amended from time to time. Buyer agrees and warrants that it shall not make, cause, permit, or suffer any disposition of Commodities of United States origin purchased from Seller, by way of transshipment, re-export, diversion, or otherwise, to any country, destination, entity, or person other than the ultimate country of destination specified on Buyer’s purchase order or declared and identified as the country of ultimate destination on Seller’s commercial invoices or export documentation, except to the extent such transshipment, re-export, or diversion is expressly permitted by applicable United States export control laws and regulations and has been approved in advance by all applicable United States governmental authorities.

ARTICLE X – ETHICAL PRACTICES AND ANTI-CORRUPTION COMPLIANCE

10.1 Ethical Practices.  Buyer and Seller each agree that in the performance of their respective obligations under this Agreement neither will take any action that will render the other liable for a violation of the U.S. Foreign Corrupt Practices Act, which prohibits the offering, giving, or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party, or instrumentality thereof in order to assist in obtaining or retaining business. Without limiting the generality of the foregoing, each party agrees that it shall not offer, give, promise to offer or give, authorize, or agree to give, directly or indirectly, any money, gift, payment, benefit, or anything of value to any official, employee, or representative of any government, governmental agency, state-owned or state-controlled entity, political party, or public international organization, or to any candidate for political office, for the purpose of influencing any act or decision of such person in his or her official capacity, inducing such person to do or omit to do any act in violation of his or her lawful duty, securing any improper advantage, or inducing such person to use his or her influence to assist in obtaining or retaining business or directing business to any person.

ARTICLE XI – LIMITATION OF DAMAGES

11.1 Exclusion of Consequential and Special Damages. In no event shall either party be liable to the other party for any punitive, exemplary, special, or contingent damages arising out of or related to any agreement incorporating these Standard Terms or the transactions contemplated thereby, regardless of whether such party has been advised of the possibility of such damages and regardless of the legal theory asserted (whether contract, tort, strict liability, or otherwise). Seller shall not be liable to Buyer under any circumstances for any consequential, incidental, indirect, or remote damages of any kind, including without limitation loss of profits or revenues, loss of use of the Commodities or any associated equipment or facilities, cost of capital, cost of procurement or substitution of replacement goods or commodities, facility downtime costs, business interruption losses, or loss of business opportunities.

11.2 No Restriction on Buyer’s Payment Obligations. Notwithstanding the foregoing, nothing in this Article XI limits or restricts: (a) Buyer’s obligation to pay the full purchase price for Commodities delivered or accepted by Buyer; (b) Buyer’s obligation to pay all amounts due under this agreement or any incorporating agreement, including freight, demurrage, storage, interest, and other charges; (c) Seller’s right to recover all damages arising from Buyer’s failure to pay amounts due, including the full contract price, interest, collection costs, and attorneys’ fees; or (d) Seller’s right to recover damages from Buyer’s breach of payment obligations or wrongful rejection of conforming Commodities.

ARTICLE XII – CLAIMS AND DISPUTE RESOLUTION

12.1 Paper Commodities Quality Claims. Any and all quality claims asserted by Buyer relating to paper Commodities shall be presented, processed, and resolved in accordance with the Guidelines for Paper Stock: PS-2008—Export Transactions set forth in the Scrap Specifications Circular 2008 published by the Institute of Scrap Recycling Industries, Inc., as such guidelines may be amended from time to time.

12.2 ISRI Arbitration of Quality Disputes. IN THE EVENT OF ANY DISAGREEMENT, CONTROVERSY, OR DISPUTE BETWEEN BUYER AND SELLER REGARDING QUALITY CLAIMS RELATING TO ANY COMMODITIES, THAT PORTION OF THE DISPUTE RELATING TO THE QUALITY CLAIM (INCLUDING QUESTIONS OF WHETHER THE COMMODITIES CONFORM TO APPLICABLE SPECIFICATIONS, GRADE DEFINITIONS, OR QUALITY STANDARDS) SHALL BE SUBMITTED TO ReMA FOR BINDING ARBITRATION IN ACCORDANCE WITH ReMA’s ARBITRATION RULES AND PROCEDURES THEN IN EFFECT. ALL OTHER DISPUTES NOT RELATING TO QUALITY CLAIMS SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 12.3 BELOW. EACH PARTY AGREES THAT IT SHALL BE COLLATERALLY ESTOPPED AND BOUND WITH REGARD TO ALL FACTUAL FINDINGS AND DETERMINATIONS MADE BY THE ReMA ARBITRATOR(S) IN CONNECTION WITH ANY QUALITY CLAIM ARBITRATED BY ReMA, AND NEITHER PARTY SHALL BE PERMITTED TO RE-LITIGATE OR CHALLENGE SUCH FINDINGS OR DETERMINATIONS IN ANY SUBSEQUENT PROCEEDING. IN ALL QUALITY CLAIMS ARBITRATED BY ReMA UNDER THIS SECTION 12.2, THE COST AND EXPENSE OF ARBITRATION (INCLUDING ReMA’S ADMINISTRATIVE FEES AND ARBITRATOR COMPENSATION) SHALL BE BORNE BY THE PARTY FOUND TO BE AT FAULT OR IN BREACH, OR SHALL BE SPLIT EVENLY BETWEEN THE PARTIES IN THE EVENT OF A COMPROMISE RESOLUTION, ALL AS DETERMINED BY THE ReMA ARBITRATOR(S) IN THE ARBITRATION AWARD.

12.3 Dispute Resolution of Non-Quality Claims. Prior to initiating any litigation or arbitration (other than ReMA arbitration of quality claims under Section 12.2), the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Standard Terms or any agreement incorporating these Standard Terms through negotiation between senior executives of each party. Either party may initiate such negotiation by providing written notice to the other party describing the dispute in reasonable detail. Within fifteen days of such notice, senior executives with decision-making authority shall meet (in person or by videoconference) and attempt to resolve the dispute. If the dispute is not resolved within thirty days after the initial notice, either party may pursue litigation in accordance with Section 13.6.

12.4 Preservation of Remedies. Nothing in this Article XII shall prevent either party from seeking provisional or injunctive relief from a court of competent jurisdiction to preserve the status quo, prevent irreparable harm, or preserve assets pending resolution of any dispute.

ARTICLE XIII – GENERAL PROVISIONS

13.1 Remedies Cumulative.  No right or remedy conferred upon or reserved to any of the parties under this Agreement is intended to be, nor shall it be deemed, exclusive of any other right or remedy provided in this Agreement or by law or equity, but each shall be cumulative of every other right or remedy.  All such rights and remedies may be exercised concurrently or separately.

13.2 Interpretation; Severability.  If there is any conflict between the English and any foreign language translation of the provisions of this Agreement, the English language provisions shall control.  The language in all parts of this Agreement shall be construed as a whole in accordance with its fair meaning and any rule of construction having the effect of resolving ambiguities against the drafting party shall not apply in interpreting this Agreement.  Handwritten or typed words shall have no greater weight than printed words in the interpretation or construction of this Agreement.  Section, paragraph, and other headings used in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.  If any one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.  These terms and conditions shall not be interpreted or construed to confer any rights or remedies on any third parties.

13.3 No Third-Party Beneficiaries. Nothing in these Standard Terms or in any agreement incorporating these Standard Terms, whether express or implied, is intended to or shall confer upon any person or entity other than Allan Company and Buyer (and their respective permitted successors and assigns) any legal or equitable right, benefit, remedy, claim, or cause of action under or by reason of these Standard Terms or such agreement.

13.4 Entire Agreement; Amendments.  This Agreement, including all external documents incorporated by reference, constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties.  No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.  This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties signed by duly authorized representatives.  No revision, supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by duly authorized representatives of both parties, and no additional term or condition stated by Buyer in any document (e.g. purchase order, order acceptance or acknowledgement, etc.) shall be binding upon Seller if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by a duly authorized representative of Seller.

13.5 Counterparts and Electronic Signatures. Any agreement incorporating these Standard Terms by reference may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of any such agreement by electronic means (including by exchange of portable document format (PDF) signature pages transmitted by electronic mail or through an electronic signature platform) shall have the same force and effect as delivery of manually executed originals, and the parties agree to treat electronically transmitted and electronically signed documents as originals for all purposes.

13.6 Jurisdiction and Venue. Seller and Buyer each hereby irrevocably and unconditionally consent and submit to the exclusive personal jurisdiction of the state courts of the State of California located in Los Angeles County, California, and the United States District Court for the Central District of California, for the adjudication of any claim, dispute, or controversy arising out of or relating to these Standard Terms or any agreement incorporating these Standard Terms (except for quality claims subject to ReMA arbitration under Section 12.2), and each party hereby irrevocably waives any objection to such jurisdiction or venue on the basis of lack of personal jurisdiction, inconvenient forum, or any other basis. Each party further agrees that service of process in any action or proceeding may be effected by sending a copy of the summons, complaint, and related documents by registered or certified mail, return receipt requested, to such party at the address most recently provided, or by any other method of service permitted by applicable law.

13.7 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION, LAWSUIT, ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, OR DISPUTE BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE STANDARD TERMS, ANY AGREEMENT INCORPORATING THESE STANDARD TERMS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS WAIVER APPLIES TO ALL CLAIMS AND CAUSES OF ACTION WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE. EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT THIS WAIVER OF JURY TRIAL CONSTITUTES A MATERIAL INDUCEMENT FOR THE OTHER PARTY TO ENTER INTO ANY AGREEMENT INCORPORATING THESE STANDARD TERMS AND THAT SUCH OTHER PARTY HAS RELIED UPON THIS WAIVER IN ENTERING INTO SUCH AGREEMENT. EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER AND THAT IT FULLY UNDERSTANDS THE CONSEQUENCES AND IMPLICATIONS THEREOF. EACH PARTY HEREBY AGREES THAT THESE STANDARD TERMS CONSTITUTE A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 AND ANY OTHER APPLICABLE PROVISIONS OF LAW. THE PARTIES HEREBY ACKNOWLEDGE THAT THE TRANSACTIONS OF WHICH THESE STANDARD TERMS ARE A PART CONSTITUTE COMMERCIAL TRANSACTIONS WITHIN THE MEANING OF APPLICABLE LAW.

13.8 Attorneys’ Fees and Costs. In the event of any action, proceeding, arbitration, or other dispute resolution proceeding arising out of or relating to these Standard Terms or any agreement incorporating these Standard Terms, or the breach, enforcement, or interpretation thereof, the prevailing party (as determined by the court, arbitrator, or other adjudicator, taking into account all claims and defenses asserted by all parties) shall be entitled to recover from the non-prevailing party all reasonable costs and expenses incurred in connection therewith, including without limitation reasonable attorneys’ fees and costs (including fees and costs of paralegals, law clerks, and other legal support staff) at both the trial and appellate levels, expert witness fees and expenses, court costs, filing fees, deposition costs, court reporter fees, costs of investigation and discovery, costs of obtaining and presenting evidence, and all other litigation expenses; provided, however, that the total amount of attorneys’ fees and costs recoverable under this Section 13.8 shall not exceed Five Hundred Thousand Dollars ($500,000) in the aggregate. For purposes of this Section 13.8, attorneys’ fees shall be deemed to include fees incurred in connection with any bankruptcy proceeding (including any action for relief from the automatic stay or any adversary proceeding, contested matter, or other matter related thereto), post-judgment collection efforts, and any action or proceeding to enforce any judgment or award obtained. The provisions of this Section 13.8 are severable from the other provisions of these Standard Terms, and shall survive and continue in full force and effect following any judgment or award, and shall not be deemed merged into any such judgment or award.

13.9 Warranty of Authority to Execute. Each individual executing and delivering any agreement incorporating these Standard Terms on behalf of a party that is an entity (corporation, limited liability company, partnership, or other form of organization) represents, warrants, and covenants to the other party that he or she is duly authorized by all necessary corporate, company, partnership, or other organizational action to execute, deliver, and perform such agreement on behalf of such entity, and that such agreement constitutes a legal, valid, and binding obligation of such entity, enforceable against such entity in accordance with its terms. Upon request, each party shall provide to the other party evidence of such signatory authority in form and substance reasonably satisfactory to the requesting party, including without limitation corporate resolutions, certificates of authority, incumbency certificates, or opinion of counsel.

13.9 Governing Law. These Standard Terms and any agreement incorporating these Standard Terms by reference, and all disputes, claims, or controversies arising out of or relating to these Standard Terms or any such agreement or the transactions contemplated thereby (including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of these Standard Terms or any incorporating agreement, and including any claim sounding in contract, tort, statute, or otherwise), shall be governed by, construed, and enforced in accordance with the internal substantive laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. The parties expressly exclude and disclaim the application of (a) the United Nations Convention on Contracts for the International Sale of Goods (CISG), (b) the Uniform Computer Information Transactions Act (UCITA), and (c) any other international treaty, convention, or uniform law relating to the sale of goods. To the extent any provision of the California Uniform Commercial Code permits the parties to vary or supplement its provisions by agreement, these Standard Terms and any incorporating agreement shall constitute such agreement, and the express terms hereof shall control and supersede any contrary or inconsistent provisions that might otherwise be implied or incorporated under the California Uniform Commercial Code.

13.10 Assignment and Delegation. Buyer shall not assign, transfer, convey, delegate, subcontract, or otherwise dispose of or encumber (whether voluntarily, involuntarily, by operation of law, or otherwise) any of its rights, interests, obligations, duties, or performance under these Standard Terms or any agreement incorporating these Standard Terms, in whole or in part, without the prior written consent of Seller, which consent may be withheld in Seller’s sole and absolute discretion. Any purported assignment, transfer, delegation, or other disposition by Buyer without Seller’s prior written consent shall be null and void ab initio and of no force or effect. Without limiting the generality of the foregoing, any change of control of Buyer (whether by merger, consolidation, sale of stock or equity interests, sale of assets, or otherwise) shall be deemed an assignment requiring Seller’s prior written consent. Seller may freely assign, transfer, delegate, or otherwise dispose of any or all of its rights, interests, obligations, or duties under these Standard Terms or any incorporating agreement, in whole or in part, without notice to or consent of Buyer, including without limitation (i) assignment of Seller’s right to receive payment; (ii) assignment or delegation to any affiliate, subsidiary, parent company, or entity under common control with Seller; (iii) assignment in connection with the sale or transfer of all or substantially all of Seller’s assets or business relating to the Commodities; (iv) assignment as collateral security to any lender or financing source; or (v) delegation of performance obligations to third-party contractors, suppliers, processors, or logistics providers. Upon any assignment by Seller, the assignee shall have all of the rights and benefits of Seller hereunder, and Seller shall be released from all obligations and liabilities arising after the effective date of such assignment, unless Seller expressly agrees otherwise in writing.

13.11 Notices and Communications. All notices, demands, consents, requests, approvals, and other communications required or permitted under these Standard Terms or any agreement incorporating these Standard Terms (collectively, “Notices“) shall be in writing and shall be deemed to have been duly given and effective: (a) upon personal delivery to the intended recipient; (b) one business day after deposit with a nationally recognized overnight courier service (such as FedEx, UPS, or DHL) for next-business-day delivery, with written verification of receipt; (c) three business days after deposit in the United States mail, certified or registered mail, return receipt requested, postage prepaid; (d) upon transmission by electronic mail (email) to the recipient’s designated email address, provided that the sender receives an automated delivery receipt or other written acknowledgment of receipt from the recipient (but excluding any automated “out of office” or similar automated reply); or (e) upon transmission by facsimile to the recipient’s designated facsimile number, provided that the sender receives a written confirmation of successful transmission. All Notices to Seller shall be sent to the following address (or to such other address as Seller may designate by written Notice to Buyer from time to time):

Cedarwood-Young Company
d/b/a Allan Company
Attention: CEO
14620 Joanbridge Street
Baldwin Park, California 91706

All Notices to Buyer shall be sent to the address, email address, or facsimile number most recently provided by Buyer to Seller in writing, or as set forth in the applicable agreement incorporating these Standard Terms. It shall be Buyer’s sole responsibility to notify Seller promptly in writing of any change in Buyer’s address, email address, facsimile number, or contact information. Seller shall not be liable or responsible for any failure or delay in Notices to Buyer resulting from Buyer’s failure to provide current and accurate contact information. Notices sent by email or facsimile shall be confirmed by sending a copy via overnight courier or certified mail within two business days of the electronic transmission, but the effectiveness and timing of such Notice shall be determined by the electronic transmission and shall not be delayed or affected by any failure to send such confirmation copy. For purposes of calculating time periods for performance, response, or action following a Notice, the time period shall commence upon the effective date of the Notice as determined under this Section 13.11, regardless of when the Notice is actually read or reviewed by the recipient.

13.12 Survival of Provisions. The rights, obligations, and provisions set forth in the following sections and articles shall survive the expiration, termination, cancellation, completion, or rescission of any agreement incorporating these Standard Terms, and shall remain in full force and effect until all obligations have been fully performed and satisfied and all claims and disputes have been finally and completely resolved: Article I (Taxes and Governmental Charges); Section 2.3 (Interest on Past Due Amounts); Article V (Quality Standards; Commodity Grading; Warranty Disclaimers); Article IX (Cooperation and Governmental Authorizations), to the extent relating to post-delivery obligations; Article X (Ethical Practices and Anti-Corruption Compliance); Article XI (Limitation of Damages); Article XII (Claims and Dispute Resolution); and all of Article XIII (General Provisions). In addition, any provision that by its nature or express terms is intended to survive termination, expiration, or completion (including without limitation payment obligations, indemnification obligations, confidentiality obligations, warranty disclaimers, limitations of liability, dispute resolution provisions, and governing law provisions) shall so survive. The obligation of Buyer to pay for Commodities delivered or accepted prior to termination or expiration shall survive in all events, as shall Seller’s right to collect all amounts due and owing. Without limiting the foregoing, all indemnification, hold harmless, and defense obligations under these Standard Terms or any incorporating agreement shall survive indefinitely until all claims subject to indemnification have been fully and finally resolved and all indemnification obligations have been fully satisfied.

13.13 Waiver; Modification; Course of Dealing. No failure, delay, or forbearance by either party in exercising any right, power, privilege, or remedy under these Standard Terms or any incorporating agreement, and no course of dealing or course of performance between the parties, shall operate as a waiver of any such right, power, privilege, or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. No waiver shall be valid or binding unless set forth in a writing signed by a duly authorized officer of the party against whom enforcement of such waiver is sought, and then only to the extent expressly set forth in such writing. Without limiting the generality of the foregoing, Seller’s acceptance of late payment, Seller’s shipment of Commodities notwithstanding Buyer’s prior breach or default, Seller’s failure to strictly enforce any delivery schedule or deadline, Seller’s acceptance of partial performance, or Seller’s failure to immediately declare a default or exercise remedies shall not constitute a waiver of Seller’s right to require strict compliance with these Standard Terms in the future, nor shall any such action constitute a waiver of Seller’s right to declare a default or exercise remedies for any then-existing or subsequent breach or default. No custom, practice, or course of dealing between the parties, and no usage of trade, shall be used to modify, interpret, supplement, or contradict the express terms of these Standard Terms or any incorporating agreement. Each waiver must be express, in writing, and limited to the specific instance and purpose for which it is given, and shall not extend to any subsequent or other breach, default, or event.

13.14 Relationship of Parties; Independent Contractors. The relationship between Seller and Buyer is solely that of seller and buyer of commodities. Nothing in these Standard Terms or in any agreement incorporating these Standard Terms shall be construed or interpreted to create, and the parties do not intend to create, any partnership, joint venture, agency relationship, employment relationship, franchise relationship, or any other form of business organization or relationship between Seller and Buyer. Neither party shall have any authority or power to bind, obligate, or commit the other party in any manner whatsoever, or to act as agent or representative of the other party, or to make any representation, warranty, or commitment on behalf of the other party. Each party shall be solely responsible for all costs and expenses it incurs in performing its obligations hereunder, including all costs of labor, and neither party shall be liable or responsible for any debts, obligations, or liabilities of the other party. Buyer shall be solely responsible for compliance with all laws, regulations, and legal requirements applicable to Buyer’s business, operations, and use of the Commodities, including without limitation employment laws, tax laws, environmental laws, and health and safety laws. Nothing herein shall be construed to make Seller responsible or liable for any of Buyer’s employees, contractors, agents, or representatives, or for any employment-related claims, taxes, benefits, or obligations relating to any such persons.

13.15 Force and Effect; Binding Nature. These Standard Terms, together with any agreement incorporating these Standard Terms by reference, constitute a legal, valid, and binding obligation of each party, enforceable against such party in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each party represents and warrants to the other that (a) it has full power, authority, and legal right to enter into and perform its obligations under these Standard Terms and any incorporating agreement; (b) the execution, delivery, and performance of these Standard Terms and any incorporating agreement have been duly authorized by all necessary corporate, organizational, or other action; (c) these Standard Terms and any incorporating agreement do not conflict with or violate any provision of such party’s organizational documents, bylaws, or operating agreements, or any law, regulation, order, judgment, or agreement to which such party is subject or by which such party is bound; and (d) no consent, approval, authorization, or other action by, and no notice to or filing with, any governmental authority or any other third party is required for such party’s execution, delivery, or performance of these Standard Terms or any incorporating agreement.

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