Terms of service

1. PURCHASE ORDERS & PAYMENTS

a. All orders are subject to acceptance by J. Nelson, Incorporated (Hereinafter “J. Nelson”) and governed by the terms and conditions set forth below (Herein after may be referred to as “Terms and Conditions” or “Terms and Conditions of Sale,” or similar variation and punctuation). Buyer (“Buyer”) is defined as the person, firm or company, authority, or government department, which purchases any merchandise or service through, or if expressly denoted, directly from, J. Nelson.

b. Acceptance of order(s) by J. Nelson is based on the express condition that Buyer agrees to all terms and conditions contained herein. The Buyer’s signature below signifies, or acceptance of delivery by the Buyer, or Buyer’s client, in the absence of such signature constitutes, Buyer's assent and express agreement to be bound by these terms and conditions. These terms and conditions represent the complete agreement of the parties, and no other terms or conditions, oral or written, will in any way add to, modify, or otherwise change the provisions stated herein, and shall be binding upon Buyer, unless prior written approval is signed and approved by an authorized officer of J. Nelson. No modification of any of these terms and conditions will be affected by, without limitation, a materialman’s, tradesman’s, supplier’s, vendor’s, service provider’s, or manufacturer's shipment of merchandise following receipt of Buyer's purchase order, shipping request or similar forms containing printed terms and conditions which may act or imply a limitation of rights or expansion of obligations of J. Nelson, or which are otherwise conflicting or inconsistent with the terms and conditions herein.

c. No order will be eligible for acceptance by J. Nelson unless it is accompanied by a fifty percent (50%) of the total order amount non-refundable engagement deposit.

d. All accepted orders by J. Nelson shall be transacted on pro forma basis invoicing and must be paid in full prior to or upon completion and dispatch of delivery.

e. The balance is due upon each accepted order’s completion prior to shipping of merchandise. The Buyer shall have thirty (30) days from the date of the final invoice to pay the remaining balance of such outstanding invoice and arrange for shipping of merchandise.

f. J. Nelson shall have the right to delay or hold in abeyance the shipment of merchandise or a service provider pending the full payment of any invoice.

g. Failure to pay any final invoice in full within thirty (30) days, will result in additional fees charged by J. Nelson at the rate of five percent (5%) of the total purchase order (not merely the unpaid invoice) per month and shall accrue a compounded five percent (5%) fee of the total purchase order monthly for as long as such invoice remains unpaid.

h. Notwithstanding any other provision to the contrary elsewhere herein, any accepted order by J. Nelson, together with any payments made on account, which has remained dormant, stalled, undelivered, or unsatisfied for more than ninety (90) days due in part, without limitation, to the Buyer’s (or Buyer’s client’s) inaction, indecision, inadequate communication, outstanding payment(s) to a third party, non-delivery, refusal or failure to accept delivery, incomplete drawings, specifications or information, or any other act, or event that is otherwise required to begin or complete an order, may be deemed, in the sole and absolute discretion of J. Nelson, wholly abandoned and forfeited. All payments that are not otherwise non-refundable made on account shall be deemed forfeited as satisfaction of liquidated damages of J. Nelson. The Buyer hereby agrees and consents that a determination of J. Nelson’s damages for an abandoned and forfeited order is not ascertainable, and that the forfeiture of payment(s) on account constitutes a reasonable estimate of the possible actual damages, including but not limited to J. Nelson’s reputational damage, loss of revenue from other possible buyers but for the subject engagement, interference or disruption to the company’s budgeting and forecasting, project management of other jobs, and efficient financial planning, and proper management of its business.

i. Accepted orders are without exception non-cancellable, and no refunds will be issued under any circumstances. Change orders, require prior written approval from J. Nelson, and may require additional deposit and/or payment. However, change orders that would have resulted in a reduction of the of previously accepted order and/or amount paid to J. Nelson either as a non-refundable deposit or otherwise shall not be refunded or credited as a “credit note” or issued an “account credit.”

j. All payments shall be made by cash, check, ACH, or wire transfer. No payment shall be deemed completed until confirmed, in writing, by J.Nelson as paid in full.

k. J. Nelson reserves the right, without prior notice, to discontinue merchandise or services or change specifications and prices on any merchandise or service. Prices always refer to one unit and do not include packaging, shipping, handling or for international shipments, do not include any tariffs, tax, custom expenses or any other expense of importation or exportation of the merchandise. All pricing, in its sole and absolute discretion, may be determined by J. Nelson’s qualification of Buyer.

l. Any estimates or proposals are only for the purpose of informing the Buyer (or Buyer’s client) of the potential cost of Merchandise or services. It is understood and agreed that such estimates are not binding, and actual costs or fees may vary substantially.

m. Buyer (and Buyer’s client) will provide J. Nelson with access to the project and all information J. Nelson may need to complete the Purchase order. Failure to do so by the Buyer (or Buyer’s client) may cause J. Nelson to terminate the Agreement and collect outstanding balances in accordance with this and other provisions of the terms and Conditions.

n. Procedure for placing an order: (i) identification of Merchandise, fabric, textile, or other material to be purchased, including SKUs and all other merchandise identifiers; (ii) quantities ordered; (iii) requested delivery date; and (iv) the street address to which the said merchandise will be delivered. If Buyer and J. Nelson agree that Buyer shall submit Orders by purchase order (“order”, “Order” or “Purchase Order”); (v) Buyer will ensure that these Terms and Conditions are included in all Purchase Orders, by reference. Otherwise, no legal acceptance of the order by J.Nelson will occur, whether or not performance is executed by J. Nelson after Buyer place an order. Buyer hereby agree that if Buyer fail to include these terms and Conditions by reference in each purchase order, then Buyer hereby agree that such reference to the Terms and Conditions are implied by Buyer’s act of placing an order, and these Terms and Conditions shall be so incorporated by this agreement and by reference into Purchase Order, and any reference to these Terms of Sale shall be read to include and supersede all Order transaction terms which may be in conflict with these Terms and Conditions. By placing an Order, Buyer makes an offer to purchase merchandise or services from J. Nelson under only this agreement of Terms and Conditions and under no other terms that may be in conflict with or in derogation of the same. Any acceptance by J. Nelson of an Order from Buyer is an acceptance only under the Terms and Conditions under this agreement, and under no other terms that may be in conflict with or in derogation of the same. Any changes or additions Buyer may attempt to make to the Agreement, whether Buyer (or Buyer’s client) communicate them when placing an Order or otherwise, are void and have no effect. These terms and Conditions supersede and take precedence over any different or additional terms interlineated into any Purchase Order, or other documentation related to the subject matter of the Purchase Order transaction. Any direct or indirect attempt by any person to limit J. Nelson’s rights under this Agreement is void and shall have no effect, and any J. Nelson acceptance of an order under these circumstances is not an acceptance of any different or additional thatconflict with the terms and condition herein. Fulfillment of Buyer’s Order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms and Conditions.

o. J. Nelson may, in its sole discretion, accept or reject any Order. J. Nelson may accept any Order, in whole or in part, by confirming the Order (whether by written confirmation, invoice) or by shipping the merchandise, whichever occurs first. No Order is binding on J. Nelson unless accepted pursuant to these Terms and Conditions. Once J. Nelson accepts an Order, Buyer is bound to purchase the merchandise or services described or implied in and by the Order, and Buyer cannot cancel or otherwise change the Order unless J. Nelson agrees in writing. However,

J. Nelson may cancel any Order for any reason in J. Nelson’s sole discretion and without liability or penalty.

p. All merchandise a, textiles, fabrics, or materials are subject to availability, and J. Nelson reserves the right to impose quantity limits on any accepted Order, to reject all or part of an accepted Order, to discontinue offering certain merchandise and to substitute it without prior notice. J.Nelson strives to offer and provide Buyer with the highest quality merchandise and given the perishable nature of certain merchandise and market conditions beyond its control, items may be placed on back order when not available or discontinued before or after the acceptance of the Purchase Order.

2. SHIPPING, FREIGHT, AND LEAD TIMES

a. As part of its service, J. Nelson may arrange the shipping of orders through one of its preferred carriers. If we choose to arrange the shipment, all shipping and freight charges, together with J. Nelson handling charges are pro forma and will be included on the final balance due invoice. If the Buyer (or Buyer’s client) chooses to manage their own freight and delivery, J. Nelson must be notified of the specific details of the merchandise movement through the delivery chain.

b. J. Nelson Ownership of the merchandise transfers to the Buyer (or the Buyer’s client) upon the freight carrier taking possession of the order for transport. Accordingly, responsibility for damage occurring in-transit is the Buyer’s (or Buyer’s client) and all claims for freight damage must be made directly to the carrier within 48 hours of receipt.

c. If Buyer (or Buyer’s client) selects their own freight carrier, any freight claims must be filed directly with the selected carrier.

d. J. Nelson is not responsible for any freight damage and claims, whether shipping is arranged by J. Nelson, the Buyer (or Buyer’s client), or third party.

e. Shipment of merchandise may include door-to-door, drop off service unless Buyer specifies an additional service. Delivery personnel shall be limited to delivering to physical shipping address only. Delivery personnel shall not be expected to cross the premises threshold of building, home, or office with shipment, nor shall they handle, uncrate, or remove any packaging or materials or install such merchandise unless specifically contracted to do so in writing.

f. Buyer can request additional services for a higher fee. Additional services may include rush delivery, air freight or white glove services, installation, or assembly at the factory or delivery location.

g. Any shipments refused, or a failure to accept, delivery by Buyer (or Buyer’s client) shall require Buyer to pay any and all additional costs which may be incurred by J. Nelson, including without limitation, storage fees, maintenance, reselling expenses, setoffs from manufacturers, fabricators, venders, or suppliers in addition and subject to the abandonment and forfeiture provisions contained herein above paragraph 1h. herein above.

h. J. Nelson reserves the right, without prior notice, to change lead times. For merchandise with custom specifications, or orders of large quantities,

J. Nelson reserves the right to adjust the time of delivery accordingly. Lead time for COM or COL orders does not begin until all fabric and/or

materials are received by the manufacturer, fabricator, or tradesman.

i. J. Nelson highly recommends using a qualified receiving warehouse to receive, inspect, consolidate deliveries and facilitate in-home installation. All crated merchandise must go through a professional receiver such as a receiving warehouse. A receiving warehouse acts as an agent for the client and is responsible to note any damage and assist the owner with filing a freight claim when any damage is found. A qualified receiving person should be present to accept Merchandise when delivered directly to a home. A signature on the BOL upon receipt of the Merchandise confirms that the Merchandise are received in good condition unless exception is made on the BOL. If the merchandise is refused upon delivery for quality or damage issues, the receiver should contact J. Nelson immediately, who will then report exception to the manufacturer and carrier. As stated elsewhere in these Terms and Conditions, J. Nelson holds no title to the merchandise and accepts no responsibility for damage or lost orders, unless such item is in stock and shipped directly from the J. Nelson design center showroom.

j. If Buyer are unable to inspect the merchandise at the time of receiving the shipment, note on the BOL that any concealed damage of boxed or crated Merchandise will be the responsibility of the carrier or the manufacturer as determined upon inspection of the Merchandise. All claims for damage made after the 48-hour inspection deadline should be reported directly to the carrier and manufacturer.

3. WARRANTY AND DISCLAIMER

a. J. Nelson does not guarantee and expressly does not warrant the fitness for a particular purpose of any item purchased through its services.

b. J. Nelson expressly does not guarantee or provide any warranty whatsoever on the merchandise purchased through its services or from its in-stock items, and the Buyer (or Buyer’s client) should seek and obtain any warranty that may be offered from the manufacturer, vendor, supplier, or material and submit warranty claims or concerns directly to them.

c. Furniture: Many wood and metal finishes are applied by hand and may vary in color, tone, and character. While most Manufacturers will make every effort to match a finish, typically no guarantee can be made of an exact match. Most manufacturers do not guarantee finishes against fading and oxidizing. Variations in color and veining are inherent in stone and wood and considered to be part of the natural beauty. Handmade lighting is subject to variations. J. Nelson does not provide any warranty or make any claims as to exact matches or representations of quality and character of items that vary or deviate from samples or images provided to Buyer (or Buyer’s client) and the item manufactured or delivered.

d. Textiles and Soft Merchandise: Typically, manufacturers do not guarantee fabrics or soft merchandise, dyed or natural, from fading, normal wear,

or slight variations in color. J. Nelson does not guarantee, provide any warranty, or make any claims as to exact matches or representations of quality and character of items that vary or deviate from samples or images provided to Buyer (or Buyer’s client) and the item manufactured or delivered.

e. Dining Tables: Handmade dining table designs are handmade and are subject to variations in manufacturing and inconsistencies from design to as built. Tabletops and bases may ship in separate crates. Glass tabletops may not be anchored to the base upon delivery. J. Nelson makes no guarantees and does not provide a warranty or make any claims as to exact matches or representations of quality and character of items that vary or deviate from samples or images provided to Buyer (or Buyer’s client) and the item manufactured or delivered or arrive delivered unassembled.

f. Consoles: Handmade console designs are also subject to variations and inconsistencies. Certain console designs could cause a small percentage of instability upon movement. Please exercise caution when moving consoles, be certain to properly support the item, as they be very fragile. J.Nelson does not guarantee, provide any warranty, or make any claims as to the safety or use of the design, exact matches or representations of quality and character of items that vary or deviate from samples or images provided to Buyer (or Buyer’s client) and the item manufactured or delivered.

g. J. Nelson is not responsible for any merchandise that was manufactured or fabricated according to Buyer’s (or Buyer’s client’s specifications) that was chosen, measured, described, quantified, identified, or qualified by the Buyer (or Buyer’s client’s specifications) in error or by mistake.

h. Any purchases made directly from the J. Nelson design center showroom floor or existing stock are expressly sold “as is” on a final sale no returns basis, notwithstanding whether the merchandise is delivered to Buyer (or Buyer’s client).

i. J. Nelson makes no guarantee, warranty, or claims concerning the authenticity, brand, identification, quality, quantity, age, rareness, manufacturing process, or other claims made or implied by the samples or descriptions of merchandise and is in no way responsible for merchandise that differs in any manner or fails to meet expectations of the Buyer (or Buyer’s client) as manufactured, fabricated, supplied, or delivered. Any such claims shall be made directly to the appropriate manufacturer, fabricator, or supplier.

j. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (a) J. NELSON AND ANY MERCHANDISE, OR OTHER MERCHANDISE, AND ANY THIRD-PARTY TEXTILES, FABRICS, OR ANY OTHER MATERIALS THAT ARE SOLD OR MADE AVAILABLE TO BUYER ARE SOLD OR PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (b) DISCLAIMS ALL WARRANTIES WITH RESPECT TO J. NELSON AND ANY MERCHANDISETEXTILES, AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. THE MERCHANDISE MAY NOT BE DESIGNED FOR COMMERCIAL USE (SUCH AS USE IN HOTELS, RESTAURANTS OR ANY OTHER PLACE WHERE THE PUBLIC MAY USE A PRODUCT OUTSIDE OF A PRIVATE RESIDENTIAL DWELLING), AND, WITHOUT LIMITING ANY OTHER DISCLAIMER HEREIN, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, J. NELSON DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING FROM SUCH COMMERCIAL USE. THIS SECTION DOES NOT AFFECT ANY EXPRESS WARRANTIES THAT WE MAY PROVIDE DIRECTLY TO BUYER IN WRITING WITH RESPECT TO MERCHANDISE PURCHASED THROUGH J. NELSON. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH J, NELSON AND ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS.

4. LIMITATION OF LIABILITY

a. J. Nelson shall not be liable for incidental or consequential losses, damages, or expenses, directly or indirectly arising from the sale, handling, or use of the merchandise, or from any other cause with respect to the merchandise or this agreement, whether such claim is based upon breach of contract, strict liability in tort, negligence, or any other legal theory. J. Nelson’s liability hereunder in any case is expressly limited, at J. Nelson’s election, to negotiate with or cause the manufacturer to repair or replace (in the form originally ordered) of merchandise not complying with this agreement, or to request from or cause the manufacturer to repayment of, or crediting Buyer with, an amount equal to the purchase price of such merchandise.

b. In addition, by way of expansion of rights and not limitation to other provisions elsewhere in this Agreement, J. Nelson shall not be responsible or liable for required taxes, permits, HOA, approvals, governmental approvals, engineering, architectural services, manufacturing defects, acts of God, delays, or actions of third parties.

c. J. Nelson requires payment for any shipment in advance. In addition to, and not by way of limitation, the remedies, and all provisions in paragraph 1, above, If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision of the Terms & Conditions, J. Nelson may, at its option, cancel any unshipped portion of this order, retain the merchandise, and declare a forfeiture of the deposit as liquidated damages. In the alternative, Seller may (in addition to and not by way of limitation of other remedies available in this agreement or under any applicable Uniform Commercial Code or otherwise by law) have the right to appropriate and apply the merchandise to payment due hereunder, or J. Nelson may proceed to sell or otherwise dispose of the merchandise at public or private sale for cash or credit provided to satisfy any outstanding invoice or amounts due to J. Nelson. If any notification or intended disposition is required by law, such notification shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, to Buyer at the Buyer's address set forth on the last page below. Any proceeds of the merchandise may be applied by J. Nelson to the payment of expenses and costs to exercise J. Nelson's rights here under, and any balance of such proceeds shall be applied against Buyer's account in such order as J. Nelson shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid accounts. Any proceeds in excess of the Buyer’s account shall be forfeited as and for liquidated damages. The Buyer hereby agrees and consents that a determination of J. Nelson’s damages for an forfeited order is not ascertainable, and that the forfeiture of payment(s) on account constitutes a reasonable estimate of the possible actual damages, including but not limited to J. Nelson’s reputational damage, loss of revenue from other possible buyers but for the subject engagement, interference or disruption to the company’s budgeting and forecasting, project management of other jobs, and efficient financial planning, and proper management of its business.

5. MISCELANEOUS

a. Privity concerning any transaction is strictly limited between J. Nelson and the Buyer, and any performance in the course of completing such transactions shall in no way be deemed to create an agency, nor create an expectancy, by any third party.

b. All of J. Nelson’s drawings, images, photographs, videos, descriptive matter, weights, dimensions, descriptions, and illustrations contained in the J. Nelson’s catalogues, prices-lists or advertisements are no more than approximations only and intended to give a general description of the merchandise and shall not form part of this agreement nor shall Buyer (or Buyer’s client) seek or be permitted to incorporate the same herein by reference.

c. Waiver by J. Nelson of, or waiver by a manufacturer that may cause, any breach of these terms and conditions shall not be construed as a waiver of any same or other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time.

d. In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision(s) shall be severed and the remaining terms and conditions shall remain binding, effective and enforceable.

e. All quoted completion and delivery dates are estimates only. J. Nelson shall not be liable for failure to perform its services, delays in completion, shipment, order default in delivery, or partial or total loss or damage of merchandise, or any loss for any reason caused directly or indirectly of force majeure or for any cause beyond J. Nelson’s reasonable control including, but not limited to, (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) manufacturers’ inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of J. Nelson, or Manufacturer, or others, (e) fire, flood or other casualty, or (f) other contingencies of J. Nelson or manufacturer, or shipment. In the event of delay in J. Nelson's performance due in whole or in part to any cause beyond its reasonable control, J. Nelson shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer (or Buyer’s client) of any merchandise shall constitute a waiver by Buyer (and Buyer’s client) of any claim for damages on account of any delay in delivery of such merchandise or services.

f. Any information, suggestions or ideas transmitted by Buyer (or Buyer’s client) to J. Nelson in performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided in writing and signed by a duly authorized representative of J. Nelson.

g. To the extent it becomes published in any form or fashion that Buyer (or Buyer’s client) transacts business with J. Nelson, all efforts shall be made to comport Buyer’s dealings with the public and to conduct its business with the highest and in the utmost ethical standards, and shall not cause in any way whatsoever, directly or indirectly by one’s conduct, oral or written statements that may harm or tend to harm the reputation and goodwill of J. Nelson. Such violations of this provision shall be enforceable in contract and/or tort, and shall include injunctive relief, or other lawful remedy as an election in the sole discretion of J. Nelson.

h. J. Nelson reserves the right to change or revise these Terms & Conditions at any time and at our sole discretion. If changes are made to these Terms and Conditions, we will provide notice of such changes, such as by sending an email notification, providing notice. By continuing to use or transact business with J. Nelson’s Services or purchase merchandise or services from J. Nelson following the Notice or posting of any changes to these Terms and Conditions, Buyer confirm Buyer’s assent, acceptance and agree to be bound by any such revised Terms and Conditions.

i. Buyer shall indemnify, defend and hold harmless J. Nelson and its officers, directors, employees, agents, independent contractors, affiliates, successors and permitted assigns (each an “Indemnified Party”) against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, costs, or expenses, including reasonable attorneys’ fees and court costs (each, a “Loss”), incurred by an Indemnified Party directly as a result of any claim of a third party (“Claim”) arising out of: (i) breach of any covenant, representation, or warranty in the this Agreement; (ii) Buyer’s marketing, advertising, promotion or sale of any merchandise , except to the extent arising out of the use or consumption of any Product in accordance with labeled instructions; and (iii) Buyer’s violation of applicable laws related to Buyer’s purchase or resale of Merchandise, including but not limited to sales tax, interstate commerce, the Americans with Disabilities Act (ADA), and any other laws, rules, and regulations that may be promulgated from time to time concerning the transaction herein contemplated.

j. Buyer will cooperate fully as required by Indemnified Parties in the defense of any Claims. Notwithstanding the foregoing, Indemnified Parties retain the exclusive right to settle, compromise, and pay Claims, in which case Buyer shall reimburse Indemnified Parties for such losses. Indemnified Parties reserve the right to assume the exclusive defense and control of Claims. Buyer will not settle any Claims without, in each instance, the prior written consent of an officer of an Indemnified Party against which the Claim is made. This section is not intended to limit any causes of action against J. Nelson that Buyer may have but are not waivable under applicable law. Without the consent of an officer of the Party against which a Claim is made, Buyer shall not enter into any settlement that admits liability as to such Claim(s) on behalf of such Indemnified Party or cause an Indemnified Party to take any action.

k. These Terms and Conditions shall be governed in all respects by the substantive laws of the United States of America and the State of Florida without regard to conflict of law principles. Buyer and J. Nelson agree that the sole and exclusive venue and jurisdiction for disputes arising from this Agreement shall be in the U.S. District Court for the Middle District of Florida or the state courts of Florida located in Hillsborough County, Florida, and Buyer and J. Nelson hereby submit to the jurisdiction of such courts; provided, however, that equitable relief may be sought in any court having proper jurisdiction. As to disputes arising from these Terms of Sale, this paragraph 5i. prevails over the jurisdiction, venue, and other dispute resolution provisions in any other agreement between Buyer and J. Nelson. If and only if J. Nelson litigates a dispute arising from these Terms and Conditions, J. Nelson may, at its option, join in such action any claims arising from any other agreement between J. Nelson and Buyer (or Buyer’s client), notwithstanding that bringing such claims in that context might otherwise violate dispute resolution procedures set forth in the other agreements. Such action may proceed even if all the claims arising from these Terms and Conditions are dismissed, settled, or otherwise resolved, leaving only the claims that arise from any such the other agreement(s).

l. Each party to this agreement has had sufficient time to seek review and advice from a competent attorney and has freely entered into this agreement with a full understanding of meaning and consequences of the terms and conditions expressed herein above.