By joining the lumber consortium you agree to the following terms and conditions.
Overview
The Lumber Consortium offers massively discounted rates on lumber purchased by members. The rates quoted in our program are confidential and your membership comes with the confidentiality of said rates and membership in our program. Leaking these rates could cause irreparable damage to us and our suppliers.
Confidentiality Agreement
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.
9. Indemnification. You agree to indemnify and hold harmless Ipe Woods USA, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, and expenses, including reasonable attorneys' fees, arising out of or in connection with your breach of this agreement or your use of the Confidential Information.
10. Indemnification. You agree to indemnify and hold harmless Ipe Woods USA, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, and expenses, including reasonable attorneys' fees, arising out of or in connection with your breach of this agreement or your use of the Confidential Information.
11. Governing Law and Jurisdiction. This agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflicts of laws principles. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Agreement to Not Resale
Every order purchased by you is for use by you or your company use only. If you purchase on behalf of another company you will be banned from our Consortium and legal action will be taken.
Protecting Our Supply Chain
Most of the time our distribution network and suppliers do not want to talk to "customers". By joining you also agree that any information that may be seen by you such as rates, supply warehouses, distributors, dealers, shipping warehouses, shipping rates, suppliers, importers, or any affiliated business to us is private, our property and covered by our confidentiality agreement. You agree not to circumvent our Lumber Consortium for purchase from any of our affiliated companies. Doing so could cause irreparable damage to our Consortium and degradation of our supply chain. If you attempt to contact our suppliers you will be banned from the consortium and legal action will be taken for damages and loss of business. A word of warning that the amount of business we provide to them is more valuable than your account and in almost every circumstance they will notify us as that is in our agreement and you will lose your ability to purchase lumber at this rate and legal action will be taken. It really is not worth it.
You agree that you do not work for nor are affiliated with any lumber companies. The information is confidential and proprietary and both parties agree that damages in joining the consortium and viewing would be a minimum of $250,000 to Ipe Woods USA.
By purchasing lumber through the consortium from Ipe Woods USA agree to the standard Terms and Conditions found on https://ipewoods.com/shipping-terms
