1.1 Units. Seller shall manufacture and deliver modular housing units, each consisting of two (2) bedrooms and two (2) full bathrooms (the "Units"). The Units shall be constructed using U.S.-certified steel, electrical, and plumbing components, fully enclosed, energy-efficient, and engineered for rapid deployment in accordance with the Seller's specifications.
1.2 Specifications. The Units shall conform to the specifications provided and be used under the Emergency Proclamation's temporary Housing Exemption. Any modifications to the specifications must be mutually agreed upon in writing.

2.1 Purchase Price. Buyer shall purchase the Units for the amount of this order placed.  This price includes ocean freight, customs duties, and delivery to the designated port of entry.
2.2 Payment Terms.
(a) Buyer shall pay a non-refundable deposit equal to thirty-five percent (35%) of the total Purchase Price upon executing this Agreement.
(b) The remaining balance shall be due within five (5) business days of Seller's written notice that the Units are sealed in Shipper-Owned Containers (SOC) and ready for shipment.
(c) Payments shall be made via wire transfer to the account designated by the Seller or another mutually agreed-upon method.
2.3 Late Payments. Overdue payments will accrue interest at 1.5% per month or the maximum rate allowed by Law, whichever is less.
2.4 Delivery Delays. Buyer shall bear any resulting demurrage, detention, or storage costs for delays in customs clearance or post-arrival acceptance.

3.1 Shipping Method. Units from the Seller's facility will be shipped in Shipper-Owned Containers (SOC) on a free-on-board (FOB) basis. Title and risk of loss transfer to the Buyer upon the container's release to the carrier.3.2 Delivery Schedule. Upon Agreement execution, the Seller shall provide an estimated delivery schedule. Delays caused by the Buyer do not constitute a Seller breach.3.3 Exclusions. The purchase price excludes inland transport, site installation, storage, and related logistics unless otherwise agreed upon in writing.

4.1 Container Ownership. Buyer owns or controls all SOC containers and assumes full responsibility for their compliance and maintenance.
4.2 Container Compliance. Buyer warrants that all SOC containers comply with CSC, U.S. DOT, and applicable customs and safety laws.
4.3 Indemnification. Buyer shall indemnify and hold Seller harmless against any claims or penalties arising from using the SOC container.
4.4 Post-Sealing Liability. The Seller is not liable for post-release detention, demurrage, or storage costs.
4.5 Port Responsibility. Buyer shall manage inland offloading, transportation, and container redeployment upon port arrival.

5.1 Limited Warranty. The Seller warrants that the Units will be free from material defects for twelve (12) months from shipment. The Seller may repair or replace them as appropriate.
5.2 Exclusions. Warranty excludes:
(a) Misuse or improper maintenance.
(b) Unauthorized modifications.
(c) Improper installation or post-shipment handling.
(d) Acts of God or force majeure events.
5.3 Warranty Disclaimer. EXCEPT AS PROVIDED, SELLER DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
5.4 California Consumer Notice. California residents may have additional protections under applicable consumer laws.

6.1 Three-Day Cancellation. If the transaction is executed outside the Seller's place of business and the Buyer is a California resident, the Buyer may cancel within three (3) business days.
6.2 Notice of Cancellation. Written notice must be delivered to:
NanoNest Corporation
Attn: Legal Department – Rescission Notice
1001 Queen St #1812, Honolulu, HI 96814
Email: [Insert Email]
Deposits will be refunded within ten (10) business days of valid cancellation

7.1 Governing Law. This Agreement is governed by Delaware law.
7.2 Arbitration. Disputes shall be resolved through binding arbitration under AAA Commercial Rules in Wilmington, Delaware, before a single arbitrator.
7.3 Arbitration Costs. Each Party bears its own legal and arbitration expenses unless otherwise decided by the arbitrator.
7.4 Injunctive Relief. Either Party may seek equitable relief to prevent irreparable harm, including for confidentiality or IP enforcement.

8.1 Entire Agreement. This Agreement supersedes all prior agreements and representations.
8.2 Amendments. No changes are valid unless in writing and signed by both Parties.
8.3 Notices. Notices must be in writing and delivered by certified mail, reputable courier, or Email with confirmation.
8.4 Force Majeure. Neither Party is liable for delays due to uncontrollable events.
8.5 Limitation of Liability. Seller's total liability shall not exceed the total Purchase Price. The Seller is not liable for indirect or consequential damages.
8.6 Confidentiality. Parties shall maintain the confidentiality of proprietary information unless legally required to disclose.
8.7 Severability. Invalid provisions do not affect the rest of the Agreement.
8.8 Assignment. Assignment requires prior written consent, except for a merger or sale by the Seller.
8.9 No Third-Party Beneficiaries. This Agreement benefits only the named Parties and permitted successors.

BUYER:
By clicking place order, I agree to the Terms of Service and User Agreement above.