Standard Terms & Conditions of Purchase

Equipment Recycling · Version 1.0 · Last updated: 6 July 2026

These Standard Terms and Conditions of Purchase ("Terms") govern all purchases of decommissioned telecom equipment ("Goods" or "Material") by Peachtree Networks Inc. ("Company" or "Buyer") from any supplier ("Seller" or "Supplier"). These Terms are incorporated by reference into every Purchase Offer and Purchase Order issued by the Company.

Background

Peachtree Networks Inc. is a Florida, USA corporation engaged in the acquisition, recycling, and resale of decommissioned telecom equipment. The Company purchases such equipment from mobile and fixed telecom operators globally for processing at its facilities. These Terms establish the contractual framework for such purchases, ensuring clear obligations, warranties, and responsibilities between the Company and the Seller.

1. Definitions and Interpretation

1.1 In these Terms: "Agreement" means the binding contract formed between the Company and the Seller, consisting of a Purchase Offer/Order, these Terms, and any documents expressly incorporated by reference. "Basel Convention" means the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and Their Disposal, and any implementing legislation. "Certificate of Destruction (CoD)" means a document issued by the Company confirming destruction and recycling of the Goods. "Decommissioned" means equipment lawfully removed from active service and no longer intended for its original operational purpose. "Excluded Material" means items with no recovery value, including polymer, concrete, plastic conduit, plastic enclosures, general waste, or any material identified as excluded in the Purchase Offer. "Goods/Material" means the decommissioned telecom equipment specified in a Purchase Offer/Order intended for recycling and/or resale. "Hazardous Material" means any substance deemed hazardous, toxic, radioactive, or dangerous under any applicable law, including batteries, sealed pressure vessels, and liquids.

1.2 Interpretation: (a) a reference to a statute includes it as amended or re-enacted; (b) "including", "include", "in particular" are illustrative and non-limiting; (c) "writing" / "written" includes email.

2. Formation and Incorporation

2.1 Each Purchase Offer/Order issued by the Company constitutes an offer to purchase Goods subject to these Terms.

2.2 A Purchase Offer/Order is deemed accepted by the Seller upon the earlier of: (a) written acknowledgement; or (b) any act consistent with fulfilment, including commencing preparation of the Goods for shipment.

2.3 These Terms apply to the exclusion of any other terms the Seller seeks to impose or which are implied by trade, custom, practice, or course of dealing.

2.4 No variation to these Terms or a Purchase Offer/Order is binding unless agreed in writing and signed by an authorized representative of the Company.

3. The Goods

3.1 Description and Lot Price. The Goods are those described in the Purchase Offer, including any itemized list attached. The Purchase Offer specifies a lump-sum lot price for the entire lot as described.

3.2 Quantity and Weight Verification. (a) Any quantities, weights, or descriptions stated by the Seller are estimates only. (b) Final quantities and weights are subject to verification by the Company using certified weighbridge or other certified weighing equipment at loading/collection and/or on receipt. (c) The lump-sum lot price is based on the assumption that the Goods substantially correspond to the itemized list and estimated quantities/weights. (d) If, upon verification, the Goods are materially different in quantity, weight, type, or quality, or downgraded in recovery value, the Company may, at its sole discretion: (i) adjust the price proportionally; (ii) renegotiate the price; (iii) reject the non-conforming portion; or (iv) terminate the relevant Purchase Order without liability.

3.3 Excluded Material. The lot price and Purchase Offer exclude any Excluded Material. Any Excluded Material found within the shipment remains the sole responsibility of the Seller, and the Company may charge the Seller for the cost of returning or (if agreed in writing) disposing of such material.

3.4 Inspection and Rejection. (a) The Company may inspect the Goods at any time prior to or upon receipt. (b) The Company may, at its sole discretion, reject and return to the Seller at the Seller's sole expense any Goods that: (i) are or contain Hazardous Material (including batteries, sealed pressure vessels, liquids, radioactive material); (ii) are not on the itemized list; (iii) are contaminated, unprocessable, or unsuitable for recycling/resale; (iv) do not conform to the description, quantity, or quality; or (v) are prohibited for import into the destination country. (c) The Seller is responsible for all costs of return, disposal, or remediation of rejected Goods, including transportation, handling, storage, and any fines or penalties.

4. Price and Payment

4.1 The price is the lump-sum lot price stated in the Purchase Offer, inclusive of all costs of packaging, loading, and any export duties, taxes, or fees in the country of origin, unless otherwise expressly agreed in writing.

4.2 The Company shall pay within thirty (30) days of the later of: (a) receipt of a valid, undisputed invoice; (b) final verification and acceptance of the Goods; and (c) receipt of all necessary documentation (e.g., export documents, chain-of-custody records).

4.3 The Company may set off any amounts owed by the Seller against any amounts payable to the Seller.

5. Delivery and Collection

5.1 Location and Dates. The Goods shall be made available for collection at the location and on the dates specified in the Purchase Offer. Time for delivery/collection is of the essence.

5.2 Packaging. The Seller shall ensure the Goods are properly packed, secured, and marked to prevent damage in transit and to comply with all applicable transport and export requirements.

5.3 Export and Customs. (a) The Seller is solely responsible for: (i) obtaining all export permits, licenses, and authorizations in the country of origin; (ii) completing all export declarations and in-country customs clearance; (iii) lawful export of the Goods, including compliance with all applicable e-waste regulations and transboundary movement requirements such as the Basel Convention where applicable; and (iv) all costs, duties, taxes, and fees of export from the country of origin. (b) The Company is responsible for all import permits, customs clearance, duties, taxes, and fees at destination. (c) The Seller shall provide all documentation (commercial invoice, packing list, export declarations, waste-movement documents) in a timely manner to facilitate the Company's import clearance.

5.4 Delays. If the Seller fails to make the Goods available by the specified date, the Company may, without limiting its other rights, terminate the Purchase Order without liability and claim damages for any costs, losses, or expenses incurred.

6. Risk and Title

6.1 Risk of loss or damage passes from the Seller to the Company upon the physical loading and collection of the Goods by the Company's designated carrier at the Seller's collection point.

6.2 Title passes from the Seller to the Company upon the physical loading and collection of the Goods, provided that the Seller has received full payment for the Goods.

7. Seller Warranties and Indemnities

7.1 The Seller warrants, represents, and undertakes that, as of delivery and at all times prior: (a) Clean and Lawful Title. It has clear, good, and marketable title to all Goods, free of all liens, encumbrances, security interests, claims, or third-party rights; the Goods are lawfully Decommissioned, are not stolen or unlawfully obtained, and the Seller has full authority to sell and deliver them, and shall provide reasonable chain-of-custody documentation on request. (b) Conformity. The Goods conform in all material respects to the descriptions, quantities, and conditions in the itemized list. (c) Compliance with Laws. The Goods and their provision comply with all applicable laws, including export control, e-waste, hazardous-waste, environmental, and the Basel Convention. (d) No Undisclosed Hazardous Material. Except as expressly declared in writing and accepted by the Company, the Goods contain no Hazardous Material. (e) Data Security. All data-bearing media have been lawfully provided; the Seller has either securely and irrevocably erased all data (per NIST SP 800-88 or equivalent) prior to delivery, or obtained all necessary consents to transfer such media for destruction, and remains solely responsible for any data breach or privacy violation arising from data on the Goods prior to transfer. (f) No IP Infringement. The sale and transfer of the Goods does not infringe any third-party intellectual property right.

7.2 Indemnity. The Seller shall indemnify, defend, and hold harmless the Company, its affiliates, and their officers, directors, employees, and agents from and against all losses, damages, liabilities, claims, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising from: (a) any breach of the warranties in 7.1; (b) any undisclosed hazardous materials in the Goods; (c) any defect in title or third-party claim challenging the Company's ownership; or (d) any third-party claim of data breach, privacy violation, or IP infringement arising from the Goods.

8. Data Security & Environmental Compliance

The Company processes all Goods, particularly data-bearing media, in accordance with industry best practices for data destruction and environmental compliance, including its ISO 9001, ISO 14001, and ISO 45001 certified management systems. On request, the Company issues a Certificate of Destruction. All recycling and disposal adhere to recognized responsible-recycling standards such as R2 or e-Stewards, as applicable.

9. Intellectual Property

Nothing in this Agreement transfers to the Company any intellectual property rights in the Goods, except the transfer of physical title to the Goods. The Seller warrants the Goods, as provided, do not infringe any third-party intellectual property rights.

10. Confidentiality

Each party shall not disclose the other's Confidential Information to any third party, nor use it for any purpose other than performing this Agreement, and shall protect it with at least a reasonable degree of care. "Confidential Information" means non-public information disclosed by a party that is designated confidential or would reasonably be understood to be confidential. It excludes information that is public through no fault of the receiving party, was already known, is rightfully obtained from a third party, or is independently developed. Disclosure required by law is permitted with prompt notice to the disclosing party.

11. Termination

11.1 For Cause. Either party may terminate immediately on written notice if the other (a) commits a material breach not cured within thirty (30) days of written notice; or (b) becomes insolvent, files for bankruptcy, makes an assignment for creditors, or ceases business in the ordinary course.

11.2 For Convenience. The Company may terminate this Agreement or any Purchase Order for convenience on ten (10) days' prior written notice, paying the Seller for Goods delivered and accepted before the effective date.

11.3 Survival. Sections 7, 9, 10, 12, 15, 16, and 17 survive termination or expiration.

12. Limitation of Liability

The Company's aggregate liability arising out of or related to this Agreement or any specific lot of Goods, whether in contract, tort (including negligence), or otherwise, shall not exceed the purchase price paid by the Company for that specific lot. In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, or business opportunity. Nothing limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

13. Force Majeure

Neither party is liable for failure or delay caused by an event beyond its reasonable control (acts of God, war, terrorism, riots, embargoes, fire, flood, earthquake, epidemic, pandemic, strikes, labor disputes, governmental regulation, or power failure). The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Purchase Order or this Agreement on written notice without penalty.

14. Anti-Bribery, Sanctions & Compliance

The Seller represents and warrants that it and its directors, officers, employees, and agents: (a) have not and will not, directly or indirectly, offer, promise, give, or authorize anything of value to improperly influence any act or secure any improper advantage, in violation of any applicable anti-bribery or anti-corruption law, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act; and (b) are not, and will not become, a restricted party under any applicable sanctions laws (including those administered by OFAC, the UN, EU, or UK), and will not cause the Company to violate such laws. The Seller shall comply with all applicable laws in its performance.

15. General

15.1 Entire Agreement. This Agreement, with any Purchase Offer/Order, is the entire agreement between the parties and supersedes all prior understandings, agreements, representations, and warranties.

15.2 Severability. If any provision is held invalid, illegal, or unenforceable, the remainder continues in full force and the provision is construed as if never contained herein.

15.3 Waiver. No waiver is effective unless in writing and signed by the waiving party. No failure or delay in exercising a right operates as a waiver.

15.4 Assignment. The Company may assign, transfer, or subcontract its rights and obligations, in whole or in part, without the Seller's consent. The Seller may not assign, transfer, or subcontract without the Company's prior written consent.

15.5 No Partnership or Agency. Nothing creates any agency, partnership, joint venture, or fiduciary relationship, and neither party may bind the other.

15.6 Third-Party Rights. This Agreement is for the sole benefit of the parties and their permitted assigns; no other person has any right or remedy under it.

16. Notices

All notices under this Agreement shall be in writing and sent by recorded/registered delivery, reputable courier, or email to the address of the relevant party set out in the Purchase Offer/Order (or such other address as notified in writing). A notice is deemed received: if delivered by hand, on signature; if by courier, on the date signed for; if by email, on transmission, provided no bounce-back or delivery-failure notice is received.

17. Governing Law and Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict-of-laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Florida.

Contact

Questions about these Terms may be directed to recycling@ptnw.com.