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StoneFly Sales Agreement

Invoices and/or account statements will be provided by email to the designated contact. Invoices are due and payments should be received within the terms listed on the face of the invoice (Net 30 or Prepaid). All prices are in U.S. Dollars (USD).

Customer hereby agrees to the terms of sale listed on each StoneFly invoice and its website.

Customer agrees to pay all invoices due within terms, and acknowledges that StoneFly will charge a finance fee of one and one-half percent per each thirty day period, or part thereof, for any invoice that is past due.

In order to induce StoneFly to extend credit for the purchase of StoneFly’s products (“Products”) and for other good and valuable consideration, Customer hereby conveys, grants and transfers to StoneFly a purchase money security interest in the Products and all proceeds until Customer performs all obligations due to StoneFly.  Should Customer default in any such payments, StoneFly shall have the right, without notice to Customer, to declare all invoice amounts due and payable.

Customer agrees to promptly notify StoneFly in writing if there is any material adverse change to Customer’s company (financial condition or otherwise) if credit terms have been extended to the Customer.

In the event that StoneFly should commence any action or actions, or otherwise seek to enforce this agreement against Customer or any Guarantor, Customer agrees to pay reasonable attorney(s) fees, court costs and other expenses, incurred by StoneFly whether or not suit is filed.

This agreement is not transferable or assignable without the prior written consent of StoneFly.

Customer agrees that any change in liability for any debts incurred to StoneFly due to a change in Customer’s form of business, shall not be effective until StoneFly receives actual notice of the change by certified mail.

Non-Solicitation and Non-Hire of Employees: Customer agrees that from the sales transaction date and during the entirety of the warranty period of any StoneFly appliances or services, and for a period of three (3) years after the sales transaction date or the expiration of the latest warranty period (if among multiple orders or extended warranties then whichever is later), the Customer will not directly or indirectly solicit, recruit, hire, or engage in any employment-related activities with any employees of StoneFly, whether full-time, part-time, or contractual, whom they have come into contact with or have been introduced to during the course of this business transaction. Customer acknowledges that the employees of StoneFly are valuable assets to the business and that their recruitment or employment by the Customer may cause significant harm and disruption to StoneFly’s operations. In the event of a violation of this provision, the Customer shall be liable to StoneFly for a penalty equal to three (3) times the replacement cost of hiring each employee, with a minimum penalty of $300,000 USD per employee. This penalty shall be in addition to any other remedies available to StoneFly under this Agreement or applicable law. This non-solicitation and non-hire provision shall remain in effect regardless of the termination or expiration of this Sales Agreement.

Customer agrees that transactions with StoneFly shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws principals.  Customer further agrees that any lawsuits between StoneFly and Customer shall be brought only in the state and federal courts of Alameda county of California or the venue of StoneFly’s choosing.  Customer hereby submits to the jurisdiction of such courts in any dispute with StoneFly and Customer waives any objections to venue being in such courts.