Sales Agreement

SALES AGREEMENT AND WAIVER

THIS SALES AGREEMENT AND WAIVER (hereinafter referred to as the "Agreement") is entered into between Peaceful Patios, a Delaware corporation (hereinafter referred to as the "Company"), and the customer (hereinafter referred to as the "Buyer").

RECITALS

WHEREAS, the Company is engaged in the business of selling various products and goods (hereinafter referred to as the “Goods”) through its platform; and

WHEREAS, the Buyer desires to purchase certain Goods from the Company, subject to the terms and conditions set forth herein as well as the general terms and conditions (hereinafter referred to as the "Terms and Conditions") applicable to all transactions with the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. PURCHASE AND SALE: The Company agrees to sell, and the Buyer agrees to purchase, the Goods selected by the Buyer through the Company's platform and specified in the invoice provided (hereinafter referred to as the "Invoice"), subject to the Terms and Conditions.

2. PAYMENT: The Buyer shall pay the Company the agreed-upon purchase price for the Goods, plus any applicable taxes, shipping, and handling charges, as indicated on the Invoice. In addition to any other right or remedy provided by law, if the Buyer fails to pay for the Goods when due, the Seller has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies as described below under “Remedies on Default.”

3. DELIVERY: The Company shall use reasonable efforts to deliver the purchased Goods to the Buyer within the estimated delivery timeframe provided on the Company's platform. However, the Company shall not be liable for any delays in delivery caused by circumstances beyond its reasonable control.

4. CONTRACTOR REPRESENTATION: In the event that the Buyer is represented by a contractor for the installation or use of the purchased Goods, the Company agrees not to communicate directly with the Buyer regarding the transaction without the prior consent of the contractor. All communications and inquiries shall be directed to the contractor, and the Company shall not attempt to circumvent or bypass the contractor's role in the transaction.

5. LIMITATION OF LIABILITY: The Company's liability for any defective or non-conforming Goods shall be limited to the repair, replacement, or refund of the purchase price of such Goods, at the Company's sole discretion. The Company shall not be liable for any consequential, incidental, or special damages, including but not limited to lost profits, lost revenue, or lost opportunities.

6. DISCLAIMER OF WARRANTIES: The Company makes no express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, except as expressly stated in this Agreement or as required by applicable law.

7. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles of conflicts of law. Any disputes arising out of or relating to this Agreement shall be resolved in the courts of Delaware, and the parties hereby consent to the exclusive jurisdiction of such courts.

8. REMEDIES ON DEFAULT: In addition to any and all other rights, a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 0 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

9. FORCE MAJEURE: If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of the Buyer's purchase from the Company's platform. By completing this purchase, you agree to abide by the Terms and Conditions.

ADDENDUM TO SALES AGREEMENT AND WAIVER 

applicable to the Buyer if shipping to any of the following states: California, Massachusetts, New Jersey, New York, Texas, or Washington.

This Addendum shall modify and supplement the Sales Agreement and Waiver (the "Agreement") entered into between Peaceful Patios ("Company") and the Buyer, as follows:

FOR TRANSACTIONS INVOLVING CALIFORNIA RESIDENTS/BUSINESSES:

1. The limitation of liability clause in Section 5 shall not apply to any bodily injury or property damage caused by the Company's negligence or willful misconduct.
2. The disclaimer of implied warranties in Section 6 is limited to the extent prohibited by California law, including the Song-Beverly Consumer Warranty Act.

FOR TRANSACTIONS INVOLVING MASSACHUSETTS RESIDENTS/BUSINESSES:

1. The disclaimer of implied warranties in Section 6 is hereby deleted and replaced with the following: "The Company disclaims all implied warranties to the fullest extent permitted by Massachusetts law."

FOR TRANSACTIONS INVOLVING NEW JERSEY RESIDENTS/BUSINESSES:

1. The limitation of liability clause in Section 5 shall not apply to any violations of the New Jersey Consumer Fraud Act.
2. The disclaimer of implied warranties in Section 6 is hereby deleted and replaced with the following: "The Company disclaims all implied warranties to the fullest extent permitted by the New Jersey Consumer Fraud Act."

FOR TRANSACTIONS INVOLVING NEW YORK RESIDENTS/BUSINESSES:

1. The choice of law and jurisdiction clause in Section 7 is hereby amended to specify that the Agreement shall be governed by and construed in accordance with the laws of the State of New York, and any disputes shall be resolved in the courts of New York.

FOR TRANSACTIONS INVOLVING TEXAS RESIDENTS/BUSINESSES:

1. The disclaimer of implied warranties in Section 6 is hereby deleted and replaced with the following: "The Company disclaims all implied warranties to the fullest extent permitted by the Texas Deceptive Trade Practices Act."

FOR TRANSACTIONS INVOLVING WASHINGTON RESIDENTS/BUSINESSES:

1. The limitation of liability clause in Section 5 shall not apply to any violations of the Washington Consumer Protection Act.
2. The disclaimer of implied warranties in Section 6 is hereby deleted and replaced with the following: "The Company disclaims all implied warranties to the fullest extent permitted by the Washington Consumer Protection Act."

All other Terms and Conditions shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Addendum, the terms of this Addendum shall prevail.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of the Buyer's purchase from the Company's platform.

[Signature Blocks for Company and Buyer]