Purchase Agreement

Purchase Agreement

This Reservation and Purchase Agreement (“Agreement”) is made as of ________, by and between Box House Holdings Inc., a Delaware corporation located at 8 The Green STE A, Dover, DE 19901 USA (“BoxHouse”), and _________, _________, located at ___________________________ (“Buyer”). Hereinafter, BoxHouse and Buyer may each be referred to as a “Party” and collectively as the “Parties.”

In exchange for the terms outlined in this Agreement, including the Purchase Price (as defined below) payable by Buyer to BoxHouse as outlined below, the Parties agree to the following:

1. 1. 1. Purchase Agreement
         BoxHouse agrees to sell, and Buyer agrees to purchase the specific unit(s) at the price(s) detailed in the Purchase Specifications attached as Exhibit A.
   1. 1. Deposit An initial, non-refundable deposit of 50% of the total sale price, amounting to $52,841.50 (“Initial Deposit”), is required upon signing this Agreement. This Initial Deposit will be credited towards the total Purchase Price, as detailed in Section 6 below. The Initial Deposit secures the BoxHouse unit(s) exclusively for the Buyer and ensures that it will not be sold to any other party during the contract. BoxHouse may retain the Initial Deposit as liquidated damages, not as a penalty, to compensate for the costs and damages incurred by BoxHouse due to Buyer’s breach.If the Buyer fails to comply with the terms of this Agreement, including any deadlines or payment obligations, BoxHouse reserves the right to terminate this Agreement and resell the unit(s) to another buyer. In such an event, any payments will be forfeited and not refunded. By signing this Agreement, the Buyer acknowledges and agrees that this Initial Deposit is non-refundable.
      1. Buyer Responsibilities and Acknowledgments
         Buyer acknowledges and agrees that they are purchasing the specific model(s) from BoxHouse with full understanding of the following conditions and responsibilities:

(a) Regulatory Approvals
The Buyer is solely responsible for securing, either personally or through a third party, all necessary permits and inspections required for the installation and occupancy of the specific model being purchased. This responsibility encompasses, but is not limited to, obtaining approvals for utility services, wastewater management, and ensuring compliance with applicable local, state, and federal statutes, regulations, and codes, including those related to wind, snow, and earthquake requirements (collectively, “Approvals”). BoxHouse is not liable for any delays or costs resulting from Buyer’s failure to obtain any Approvals.

BoxHouse will provide access to a fulfillment specialist who will be available to assist both buyers and contractors with any questions or concerns related to these regulatory requirements.

(b) Site Preparation
The Buyer is financially and personally responsible for all site preparation necessary for the installation, use, and habitation of the specific model being purchased. This includes, but is not limited to, site work and finishing required to ensure safe installation. BoxHouse will not be responsible for, nor will it initiate or complete any site preparation tasks.

Site preparation tasks may include, but are not limited to, equipment needed for delivery and installation of the unit(s), site preparation, foundation work, utility routing, and landscaping. Additionally, securing specific equipment such as cranes or forklifts needed to remove the unit from the truck.

(c) Deployment & Installation
BoxHouse strongly advises that the deployment and installation of the specific unit purchased only be completed by qualified personnel for each deployment and installation task due to the inherent risk of injury or death. Deployment and installation of the specific unit(s) purchased is at the sole risk and expense of the Buyer. Buyer agrees to indemnify and hold harmless BoxHouse from any and all claims, liabilities, or damages arising from the installation, use, or occupancy of the unit(s).

(d) Additional Costs
The shipping, deployment, installation, and finishing of the specific unit(s) being purchased will incur additional costs which are in addition to the Purchase Price. Any and all additional costs are the sole responsibility of the Buyer. At Buyer’s request, BoxHouse may provide an estimated list of potential additional costs.

(e) Tax Responsibilities
Buyer agrees that all taxes applicable to the purchase, installation, and habitation are the sole and exclusive responsibility of the Buyer. BoxHouse is not liable for any state or local taxes, including sales tax, or assessments related to the placement of the specific unit(s) purchased.

1. 1. 1. Sales Tax
         The Purchase Price does not include any sales or use taxes. Buyer is responsible for any applicable taxes or fees. If BoxHouse is held liable for such taxes, Buyer agrees to reimburse BoxHouse.
   1. 1. Shipping
         Buyer is responsible at Buyer’s expense for arranging for shipping from BoxHouse’s pickup location located at 2020 Flora Tech Road, Hurricane, Utah 84737. At Buyer’s request, BoxHouse’s fulfillment specialist can provide Buyer with the contact information of potential vendors that may provide this service to Buyer.
   1. 1. Order Process
         Upon execution of this Agreement and receipt of the Initial Deposit, BoxHouse will begin manufacturing the specific unit(s) ordered. The manufacturing time varies based on previous orders, and other variables which are not in BoxHouse control. BoxHouse will notify buyer within 30 days of completion of order and issue a Delivery Invoice to the Buyer, detailing the remaining balance due.
   1. 1. Delivery; Transfer of Title
         (a) Payment
         Full payment must be received by BoxHouse prior to the release of the specific unit(s) purchased, including the issuance of the Manufacturer’s Certificate of Origin (MCO) for each unit. Failure to make the final payment by the due date may result in the cancellation of the order at BoxHouse’s sole discretion. If full payment is not made upon completion of the unit(s), BoxHouse reserves the right to terminate this Agreement and resell the unit(s) to another buyer. In such a case, all payments made by the Buyer will be forfeited.

   (b) Force Majeure
   BoxHouse is not responsible for delays caused by uncontrollable events such as, but not limited to, natural disasters, government orders, pandemics, supply chain disruptions, and labor strikes.

   1. 1. Early Adopter Discount
         In recognition of, and in exchange for, the Buyer’s early commitment and support of BoxHouse, Buyer acknowledges and agrees that it is receiving an Early Adopter Discount as detailed in Exhibit A.

   Buyer further acknowledges and agrees that:

   • The unit(s) being purchased are part of an early production run and are among the first homes produced and sold by BoxHouse to the public,
   • There may be minor design or feature updates made to purchased units, the unit(s) may undergo minor adjustments, or additional guidance may be needed during the installation and deployment process,
   • BoxHouse may experience unpredictable lead times or supply chain challenges that could result in minor delays in the production or delivery of the unit(s), and
   • BoxHouse reserves the right to make updates to future models without obligation to retrofit or apply the changes to the unit(s) purchased under this Agreement.

1. 1. 1. Disclaimer and Exclusion of Warranties
         Buyer understands that specific unit(s) purchased are sold with only a Limited Warranty provided by BoxHouse, as detailed in Exhibit B. Any modifications made to the unit void the Limited Warranty, and BoxHouse disclaims all liability for issues arising from unauthorized alterations. BoxHouse further disclaims all other warranties, including implied warranties of merchantability for a particular purpose.
   1. 1. 1. Liability Limitation
            Buyer understands and agrees that (i) BoxHouse is not liable for any claims arising from the use, possession, or habitation of any of the unit(s) purchased by Buyer, and (ii) in no event shall BoxHouse be liable for any consequential, incidental, special, or punitive damages, including but not limited to lost profits, loss of use, or loss of business, arising from this Agreement or the use, installation, or performance of the unit(s). Buyer’s sole remedy for any breach of this Agreement or defect in the unit(s) is limited to repair or replacement of the unit(s) or refund of the purchase price, at BoxHouse’s sole discretion.

      Notwithstanding the foregoing, BoxHouse’s total liability under this Agreement shall not exceed the amount paid by Buyer under this Agreement.

      1. Indemnification
         Buyer agrees to indemnify, defend, and hold harmless BoxHouse, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Buyer’s breach of this Agreement, the use, installation, or operation of the unit(s), or any violation of applicable laws, codes or regulations by Buyer.
      1. Right to Cure
         In the event of any alleged or actual breach or default by BoxHouse, Buyer agrees to provide BoxHouse with written notice detailing the breach and allow BoxHouse a reasonable period of time, not less than thirty (30) days, to cure the breach before pursuing any legal remedy (the “Cure Period”). For clarity, the Resolution Period specified in Section 13, below, shall not be triggered until after the expiration of the Cure Period.
   1. Dispute Resolution
      1. Resolution Period
         Buyer understands and agrees that in the event of a dispute, the Parties must make a good faith effort to resolve the issue between the Parties during the sixty (60) day Resolution Period. To initiate the Resolution Period the concerned Party must provide, in writing, to the other Party a complete explanation of the concern and desired resolution. During this period, the Parties will work together to resolve the dispute amicably. The Resolution Period may be extended by mutual written agreement of the Parties, if applicable.
      2. Arbitration
         The Parties understand and agree that all disputes under this Agreement including disputes that are not settled during the Resolution Period and those related to the interpretation or enforcement of this Agreement, will be resolved through arbitration administered by the American Arbitration Association (AAA) in Dover, Delaware. The Parties irrevocably waive any right to litigation in municipal, state, federal, or other courts, including trial by jury.
      3. Arbitration Limitations
         As set forth hereunder, arbitrations are limited to disputes between the Parties and cannot be consolidated with other claims.

1. 1. 1. Confidential Information
         The Parties agree that any information disclosed by either Party, whether in writing, orally, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, will not be disclosed to any third party without the prior written consent of the disclosing Party. This obligation of confidentiality shall survive the termination or expiration of this Agreement.
   1. 1. Notices
         All notices or communications required or permitted under this Agreement should be sent via email to the designated email addresses and confirmed by U.S. mail. Notices sent by email must be directed to the addresses specified in this Agreement and shall be deemed effective upon successful sending. U.S. mail notices should be sent to the addresses provided in this Agreement and shall be deemed effective upon the expiration of two (2) business days from sending. Any Party may change their contact details by providing written notice to the other Party in accordance with this section.
   1. 1. Governing Law
         This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The governing laws shall apply without regard to any principles of conflicts of law that may direct the application of the laws of another jurisdiction. The Parties agree that any legal actions or proceedings arising out of or relating to this Agreement shall be conducted under the jurisdiction of Delaware law.
   1. 1. Performance
         Time is of the essence in the performance of each Party’s obligations under this Agreement. Buyer’s failure to meet any deadlines or timeframes specified in this Agreement may result in the termination of the Agreement by BoxHouse, and any payments made by Buyer may be forfeited.
   1. 1. Non-Disparagement
         Buyer agrees not to make any negative, defamatory, or disparaging statements, whether orally or in writing, about BoxHouse or its products, services, officers, employees, or agents to any third party, including but not limited to media outlets, social media, or public forums.
   1. 1. Waiver
         The failure of either Party to enforce any provision of this Agreement or to exercise any right or remedy provided herein shall not be construed as a waiver of such provision, right, or remedy. A waiver of any term or condition of this Agreement must be made in writing and signed by the Party granting the waiver. The exercise or failure to exercise any right or remedy shall not affect any other rights or remedies available under this Agreement or at law.
   1. 1. Severability
         If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or other competent authority, such provision shall be deemed severed from the Agreement. The remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law. The Parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that reflects the original intent as closely as possible.
   1. 1. Entire Agreement
         This Agreement constitutes the complete and exclusive understanding and agreement between the Parties concerning its subject matter. It supersedes all prior negotiations, discussions, representations, warranties, and agreements, whether written or oral, related to the subject matter. Any modifications or amendments to this Agreement must be made in writing and signed by both Parties to be valid and effective.
   1. Execution
      This Agreement may be executed in counterparts, which together shall constitute a single agreement. It may be executed either manually or electronically. Electronic signatures, whether by digital or other means, shall be considered as binding as original signatures for all purposes. Any electronic copy of this Agreement, including scanned or digitally signed versions, shall be deemed an original document for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Box House Holdings Inc.
Authorized Representative: JC White
Printed Name: JC White
eMail for Communication and Notices: team@boxhouse.com
Date: ________

Buyer
Authorized Representative: _________, _________,
Printed Name: _________, _________,
eMail for Communication and Notices: ______________________________
Date: ________

Exhibit A: Purchase Specifications

1. Order Details

2. Specifications

• • Unit Model: SkyLoft
  • Serial Number(s): BXH-SL-101
  • Dimensions: 19′ x 20′ (380 sq. ft., with an additional 100 sq. ft. loft)

• • • Projected Delivery Date: January 15, 2025.

  This date is subject to production timelines. A final delivery invoice with a confirmed delivery date will be issued 30 days prior to shipment. Before shipping, a detailed specification sheet for all components will be provided.

• • • Manufacturer’s Certificate of Origin (MCO):

  The MCO will be provided upon receipt of final payment and delivery of the unit.

Included Components:

Exterior and Structure:

• Exterior finishing kit (paint not included)
• Insulated metal roof panels
• Door and locking mechanism
• Dual slider windows

Interior Finishes:

• LVP flooring
• Shiplap paneling (for front and back walls)
• Loft railing

Kitchen:

• Cabinets and countertops
• Electric cooktop
• Convection microwave
• Refrigerator
• Kitchen sink and fixtures

Climate Control and Utilities:

• Mini split HVAC unit (heating and cooling)
• Water heater

Laundry:

• Washer and dryer units

Bathroom:

• Shower with door and drain
• Vanity with sink and cabinet
• Mirror and lighting
• Toilet
• Bathroom hardware
• Shower head

Other Fixtures:

• Window blinds
• General lighting fixtures
• Electrical outlets

Signatures

Box House Holdings Inc.
Authorized Representative: JC White
Date: ________

Buyer
Authorized Representative: _________, _________,
Date: ________

Exhibit B: Limited Warranty

Structural Warranty

• Coverage: 5 years (Parts Only)
• Includes: Frame, Roof, and Walls

Mechanical Warranty

• Coverage: 1 year (Manufacturer Warranty)
• Includes: Water Heater, HVAC System

Appliance Warranty

• Coverage: 1 year (Manufacturer Warranty or as specified)
• Includes: All installed appliances

Installation

• Coverage: No Warranty

Note: Warranty terms are subject to conditions as specified by the manufacturer.

Signatures

Box House Holdings Inc.
Authorized Representative: JC White
Date: ________

Buyer
Authorized Representative: _________, _________,
Date: ________