TERMS AND CONDITIONS OF THE READY FI BUILD ASSISTED PURCHASE PROGRAM

TERMS AND CONDITIONS OF THE READY FI BUILD ASSISTED PURCHASE PROGRAM.
IMPORTANT: EACH TERM SHOULD BE READ CAREFULLY. THESE TERMS STRICTLY LIMIT OR DEFINE THE PARTIES’ OBLIGATIONS.
THESE TERMS ONLY APPLY TO MATERIALS ORDERED THROUGH THE READY FI BUILD ASSISTED PURCHASE PROGRAM

CARIBBEAN CEMENT COMPANY LIMITED (hereinafter referred to as “CARIB CEMENT”), a company incorporated and existing under the Laws of Jamaica whose registered office is situate at Rockfort, Kingston, Jamaica, hereby announces the terms and conditions for enrolment and participation of select Hardware Stores to the “READY FI BUILD assisted purchase” program (“the Program”).

First – Objective:
READY FI BUILD assisted purchase is a CARIB CEMENT program designed for selected hardware stores whose purpose is to establish a digital sales channel through which the needs of people and/or companies (hereinafter referred to as “End Customer”) that require construction materials with the products offered by the participating READY FI BUILD Hardware Stores.
The purpose of READY FI BUILD assisted purchase is to offer a digital solution that allows READY FI BUILD Hardware Stores to capitalize on greater opportunities for connections with End Customers, facilitating the commercialization of the materials offered.
The READY FI BUILD Hardware Store grants CARIB CEMENT the mandate to inform the End Customer of the available construction materials, sales prices, and accepted payment methods, and authorizes it to advance the entire negotiation process on these products. During the development of all the activities contemplated herein, CARIB CEMENT will act in the name and on behalf of the READY FI BUILD Hardware Store. CARIB CEMENT will not define prices or have interference in any variable of commercial content of the READY FI BUILD Hardware Store.
By onboarding the hardware store to the Program, it will be part of the commercial establishments that will be able to meet the purchasing needs of End Customers who request construction materials through the WhatsApp® Service Chat, under the established conditions in the present document.

Second – Definitions:
For the purposes of this document, the following words will have the meaning that accompanies them:

• CARIB CEMENT: The company together with its affiliates, subsidiaries and other related companies that will be leading the efforts of the Program.
• End Customers: They are the natural and legal persons who enter the WhatsApp® Service Chat with the purpose of requesting a quote and/or purchase of construction materials under the Program.
• List of READY FI BUILD Hardware Stores: It is a database hosted on SharePoint®, detailing the contact information (full name, cell phone number and/or telephone number, email) of representatives at each READY FI BUILD Hardware Store designated to respond to requests from the Regional Service Centre. This contact information will be used by the Regional Service Centre in case of any requirements and queries. It is the responsibility of each READY FI BUILD Hardware Store to keep the information contained in the list updated.
• Materials Catalogue: List of the selected construction materials to be sold by each of the READY FI BUILD Hardware Stores, indicating prices, payment methods and logistics offer to which each READY FI BUILD Hardware Store is committed.

It is the responsibility of the READY FI BUILD Hardware Stores to keep the Materials Catalogue updated on a weekly basis or when changes occur that affect prices, quantities, logistics and/or payment methods.
The purpose of this catalogue is exclusively for use by the Regional Service Centre, so that quotes can be issued to the End Customer and to the READY FI BUILD Hardware Store by the Regional Service Centre.
All the information that is reported by the READY FI BUILD Hardware Store in the Materials Catalogue will be binding for it.
READY FI BUILD Hardware Stores: These are natural or legal persons strategically pre-selected by CARIB CEMENT, who decide to join the Program.

• Regional Service Center (“the Service Centre”): It is the CEMEX operational and support unit that manages the processes of the Program.
• SharePoint®: It is a business collaboration web platform available to CARIB CEMENT, in which the Materials Catalogue will be hosted and updated. Each of the READY FI BUILD
• Hardware Stores will have a folder, to which only and exclusively the Service Centre, the READY FI BUILD assisted purchase team and the email address registered by each READY FI BUILD Hardware Store will have access.
• Whatsapp® Service Chat: Whatsapp® business license used by CARIB CEMENT as a communication channel with End Customers. It functions as a resource for receiving all requests for construction materials.

Third: Facilities and Functions of the Service Centre:
The operating hours of the Service Centre are as follows:
Mondays to Fridays 8:00 a.m. to 4:30 p.m. and Saturdays 8:00 a.m. to 2:00 p.m. No service will be provided on Sundays and public holidays in Jamaica.
The Service Centre’s functions include:
1- Establishing a direct connection with End Customers through the WhatsApp® service channel.
2- Receiving and managing requests for construction materials from End Customers.
3- If necessary, determine the READY FI BUILD Hardware Store with the technical and operational capacity that can meet the End Customer’s request in the shortest possible time, considering the Materials Catalogue.
4- Informing the End Customer of the prices of the materials required, as well as the costs associated with delivery in accordance with the Materials Catalogue supplied by the READY FI BUILD Hardware Store and on its account and responsibility.
5- Communicating to the READY FI BUILD Hardware Store the request for construction materials made by the End Customer by submitting a quote.
6- Informing the End Customer for the account and responsibility of the READY FI BUILD Hardware Store regarding the payment methods enabled.
7- Informing the End Customer for the account and responsibility of the READY FI BUILD Hardware store regarding the date of arrival of the materials.
8- Send to the READY FI BUILD Hardware Store all the information received from the End Customer in relation to: order volumes, materials, payments, contact details for delivery of the requested materials.
9- Carrying out a satisfaction evaluation of the service received with the End Customer.

Fourth: Service process for the Program:
Requests for quotes and/or purchase of construction materials from End Customers through the WhatsApp® Service Chat will be handled as follows:
1- The Service Centre will receive the request for construction materials from an End Customer through the WhatsApp® Service Chat.
2- The Service Centre, based on the pre-selection of the End Customer, will identify the READY FI BUILD Hardware Store that can meet the request of the End Customer.
3- On review of the Materials Catalogue, the Service Centre will provide the End Customer with information about prices, payment methods and logistics offer. Prior to which, the End Customer will be informed that CARIB CEMENT operates as a simple intermediary and that the person responsible for the sale of materials is solely and exclusively the READY FI BUILD Hardware Store.
4- In the event that the End Customer t expresses his willingness to order the materials from the READY FI BUILD Hardware Store, the Service Centre will proceed to prepare the construction materials quote using the information shared in the Materials Catalogue as guidance.
5- The Service Centre will inform the End Customer of the following:
The invoicing methods established by the READY FI BUILD Hardware Store in the Materials Catalogue;
Payment for the construction materials will be made directly to the READY FI BUILD Hardware Store and not to CARIB CEMENT;
If at any time they choose to cancel the order for construction materials, they must communicate such cancellation, whether orally or in writing, directly to the READY FI Build Hardware Store and not to CARIB CEMENT; and CARIB CEMENT does not participate in the after-sales service process and the End Customer will be communicating with the READY FI BUILD Hardware Store in respect of same.
6- The Service Centre will request proof of payment from the End Customer in the form of a photograph or file. On receiving proof of payment, the Service Centre will forward this information to the READY FI BUILD Hardware Store for validation of the money deposit.
7- On receipt of confirmation from the Ready FI BUILD Hardware Store that the payment has been validated, the Service Centre will inform the End Customer of the delivery times of the materials in accordance with what was reported by the READY FI BUILD Hardware Store.
8- The Service Centre will ask the End Customer for a photograph of the invoice issued and delivered by the READY FI BUILD Hardware Store together with the requested materials.
9- After three (3) days from the date of delivery, the Service Centre will contact the End Customer to evaluate the quality of the service received during the purchase process.
Fifth: General Conditions of the Program:
1- The READY FI BUILD Hardware Store must retain monthly consumption of the products directly sold by CARIB CEMENT through the Program for a period of at least (12) months.
2- The READY FI BUILD Hardware Store must comply or be willing to comply with the following criteria: Open to innovation, change in systems and selling procedures, commitment to support the goals of the initiative, customer service oriented and resources that will facilitate the adoption.
3- To register in the Program, the selected hardware store must accept these terms and conditions, which will be sent by email.
4- By enrolling in the Program, the selected hardware store must fully accept the rules and policies as well as undertakes to comply with the procedures, terms and conditions established in this document.
5- Enrollment in the Program is free of charge.
6- The onboarding to the program is personal and non-transferable.
7- The READY FI BUILD Hardware Store may withdraw from the Program at any time, in accordance with the Ninth paragraph titled “Reasons for disassociation from the Program” herein.
8- The READY FI BUILD Hardware Store must guarantee the accuracy and veracity of the information provided and is solely responsible for any wrong, incomplete, or outdated information in its registration.
9- The READY FI BUILD Hardware Store authorizes CARIB CEMENT to inform End Customers of the prices, materials and logistics offer loaded in the Materials Catalogue that rests in SharePoint®.

Sixth: Commitments of the READY FI BUILD Hardware Stores:
The READY FI BUILD Hardware Store is committed to:
1- Guarantee the confidentiality of all information provided to it by CARIB CEMENT.
2- Update in the SharePoint® defined by CARIB CEMENT, the information on payment methods and logistics offers, from which the quotation process is carried out by the Service Centre. The Materials Catalogue, the information on payment methods and logistics offer must be reviewed or updated regularly and/or whenever there are changes.
3- Attend to the calls made from the Service Centre, in order to validate the information that the Service Centre provided to the End Customer, with reference to construction material quotes.
4- Keep updated the contact information of the person in charge at the READY FI BUILD Hardware Store to carry out the validation of the previous point.
5- Guarantee the prices, materials and logistic offer loaded in the Materials Catalogue that rests in the SharePoint®.
6- Accept the quote that is prepared by the Service Centre based on the information uploaded in the Materials Catalogue on SharePoint®.
7- Report to the Service Centre and update the methods of payment to which the End Customer could use to remit payment for the construction materials. Updating the methods of payment must be done in the Materials Catalogue, at the time there is any change in the information initially provided.
8- Confirm the entry of the payment.
9- Invoicing and managing the shipment of the construction materials requested by the End Customer under their own account and risk.
10- Guarantee the delivery of the order in a maximum of twenty-four (24) hours after the verification of the payment or inform the Service Centre in the event that further time is required to carry out the dispatch.
11- Attend and manage the calls made by the Service Centre with reference to validating the traceability of the shipment dispatched to the End Customer.
12- Guarantee the after-sales service and the accuracy of the order delivered to the End Customer.
13- Attend to the requests, complaints, claims or order cancellations presented by the End Customer and provide good attention and effective resolution of problems.

Seventh: Commitments of CARIB CEMENT:
CARIB CEMENT undertakes to:
1- Guarantee the confidentiality of all the information provided to it by the READY FI BUILD Hardware Store.
2- CARIB CEMENT reserves the right to agree on a charge for the management of the mandate regarding the use and benefit of the Program. If a charge is established, CARIB CEMENT will inform the READY FI BUILD Hardware Stores in advance of one (01) month in writing. In the event that the Hardware store does not accept or remains silent, it will be disassociated from the READY FI BUILD offer.
3- CARIB CEMENT is not obliged to render reports to the READY FI BUILD Hardware Store during the execution of the contract, nor to comply with minimum or maximum quantities of references or connections between the End Customer and the READY FI BUILD Hardware Store.
4- CARIB CEMENT reserves the right to establish incentives or bonuses such as credit notes to READY FI BUILD Hardware Stores and/or consumption bonuses to its collaborators, in order to promote sales through the Program, as well as the right to terminate them at any time when it deems it necessary, giving prior notice in writing.
Eighth: Responsibilities and exemptions:
READY FI BUILD Hardware Stores expressly state that:
1- In their capacity as distributor/marketer/seller of the products and/or services sold to End Customers, READY FI BUILD Hardware Stores are responsible for the guarantees of said goods and/or services. In no case, will CARIB CEMENT have any responsibility, including without limitation, defects, vices, or damages of the products and/or services.
2- In the event that any claim for warranty, defects or damage to said products is presented to CARIB CEMENT, CARIB CEMENT will transfer the respective claim to the READY FI BUILD Hardware Store so that, at its expense, the READY FI BUILD HARDWARE Store can attend and respond to such claim in accordance with the terms and conditions of the guarantees of its products.
3- The READY FI BUILD Hardware Stores will be responsible for the delivery of the product and/or service that it has an obligation to supply. The READY FI BUILD Hardware Stores are responsible for obtaining the necessary insurance coverage for its protection against all risks of loss or damage that may occur during delivery. CARIB CEMENT shall have no liability for any consequential loss or damage suffered by the READY FI BUILD Hardware Stores that may occur during or in connection with delivery.
Ninth: Reasons for disassociation from the Program:
1- Without prejudice to any other right or remedy contained herein, either CARIB CEMENT or the READY FI BUILD Hardware Store may terminate this contract by giving fifteen (15) days’ notice in writing to the other party.
2- Neither CARIB CEMENT nor the READY FI BUILD Hardware Store shall have any liability under or be deemed to be in breach of this contract for any delays or failures in performance of this contract that result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances exist for a continuous period of more than one (1) month, either party may terminate this contract by fourteen (14) days’ written notice to the other party.
3- When it is established by any means that the administrators, representatives, or partners of the READY FI BUILD Hardware Store have criminal records related to drug trafficking, money laundering or terrorism, are the subject of investigations of the aforementioned criminal activities or are included in restrictive lists.
4- In the event that CARIB CEMENT determines cease operations of the Program, it must inform the READY FI BUILD Hardware Stores within thirty (30) days in advance of the date on which the Program will be terminated, without such termination giving rise to the payment of compensation or generating liability for CARIB CEMENT.

Tenth: Contractual relationship between READY FI BUILD hardware store and CARIB CEMENT.
By accepting these Terms and Conditions, the READY FI BUILD Hardware Store grants CARIB CEMENT a mandate so that, acting on the behalf, authority, and responsibility of the READY FI BUILD Hardware Store, CARIB CEMENT develops all the activities stipulated in this document.
The READY FI BUILD Hardware Store authorizes CARIB CEMENT to inform the End Customer of the available construction materials, sale prices, accepted payment methods and carry out the entire negotiation process on the products included in the Materials Catalogue. Consequently, CARIB CEMENT will not define prices or have interference in any variable of commercial content.
This contract shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between CARIB CEMENT and the READY FI BUILD Hardware Stores other than the contractual relationship expressly provided for in this contract. Neither party shall have, no represent that it has, any authority to make any commitments on the other party’s behalf.

Eleventh: Dispute Resolution.
In the event that either CARIB CEMENT or the READY FI BUILD Hardware Store considers that the other party has failed or is failing to comply with the commitments assumed by virtue of this document, the compliant party will notify the non-compliant party in writing, informing it of such circumstance, as well as the reasons for its disagreement. On receipt of such notice, the parties will have a period of thirty (30) calendar days to resolve any differences that may exist and to permit the non-compliant party to correct the default or provide the corresponding clarifications. During this period, the parties’ obligations under this contract remain enforce. On the expiration of the 30 days’ period without there being resolution of the dispute between the parties, the compliant party may terminate the contract immediately or on the date indicated without any responsibility on its part, and without prejudice its right to claim damages for prejudices caused, due to non-compliance.

Twelfth: Electronic Commerce Agreement.
READY FI BUILD Hardware Stores and CARIB CEMENT agree that:
1- The use of electronic messages will give rise to rights and obligations that are mutually valid and enforceable.
2- All electronic messages will be admissible as evidence.
3- In the relations between CARIB CEMENT and the READY FI BUILD Hardware Stores, legal effects, validity or binding force will not be denied to a manifestation of will or other declaration for the sole reason that it was made in the form of a data message.

Thirteenth: Treatment of Personal Data.
By accepting the terms and conditions of the Program, the READY FI BUILD Hardware Store expressly and informedly authorizes CARIB CEMENT and the other companies in which it has a shareholding or is affiliated to collect, store, use, process, delete, update, disclose, transfer and dispose of the following personal data and those registered in the development of the activities carried out within the framework of the Program: name, identification document, contact information and other personal data delivered and taken from the documents required for the client creation and registration procedure, as well as for the development of the Program.
The treatment and use of personal data submitted for registration through the WhatsApp® Service Chat of the Program is as follows: 1. Register the personal data in the CARIB CEMENT database through the Program’s digital channel, 2. Fill out the customer creation procedure in the CARIB CEMENT system (ORACLE, SAP or similar digital service) or any other system that takes its place, 3. Validate the identity of the Hardware Store and the veracity of the registered information, 4. Carry out procedures related to the quotation of materials to the End customer and the READY FI BUILD Hard Store, 5. Provide or share data with third parties with whom CARIB CEMENT has a commercial relationship in order to execute any procedure related to the correct development of the Program, 6. Receive text messages to the registered mobile phone required for the development of sales through the Program as well as those related to the delivery of the products and/or goods purchased and the payments made, among others. 7. Receive invitations to participate in events, promotions and discounts organized by CARIB CEMENT, 8. Make recordings of text messages, calls and other communication mechanisms made to request procedures related to the development of the Program, presentation of complaints and claims and any other call made to the channels enabled by CARIB CEMENT, 9. Creation of users and passwords in digital tools to optimize the goods and/or services provided, 10. Receive information or publications of interest from CARIB CEMENT , 11. Receive tips, advice and product recommendations from CARIB CEMENT, 12. Execute commercial and contractual relationships, surveys, promotions and statistical market measurements, 13. Comply with the laws of Jamaica or abroad and the orders of judicial authorities and administrative, 14. Provide contact information to the commercial force and/or distribution network, telemarketing and any third party with whom CARIB CEMENT has a contractual relationship of any kind, 15. Share information with affiliates, subsidiaries and other companies related to CARIB CEMENT for the purposes set forth herein, 16. Any other activity inherent to the commercial or legal relationship in force with CARIB CEMENT, 17. Allow CARIB CEMENT direct communication through the WhatsApp line with the owner of the data that authorizes the treatment and purposes of your information in this document, 18. Record and keep all data messages exchanged or evidence of any communication by any means established with the owner of personal data in the development of the Program, 19. Access, consult, validate or corroborate personal data (private, semi-private, sensitive or reserved), that rest or are contained in databases or files of companies, or any Public or Private Entity, whether national, international or foreign, 20. Send the information, if necessary or pertinent, to the servers or data center of CARIB CEMENT located outside or within the country for the purposes of processing Authorized use or for storage purposes and/or any hosting or cloud computing services that CARIB CEMENT contracts or requires.
The READY FI BUILD Hardware Store declares that the personal information that it has given to CARIB CEMENT is true, and that said delivery is made freely and voluntarily. Likewise, it certifies that the personal data, among others, the private or semi-private ones, of third parties, that it provides to CARIB CEMENT as referenced, were obtained in accordance with the laws and its regulations, and likewise declares that it has express authorization of its owner(s) for transfer, transmission, and treatment to CARIB CEMENT in accordance with the purposes described above. Due to the foregoing, CARIB CEMENT may request evidence of the authorization at any time or obtain it directly from the owner in order to ratify the previously granted consent, if deemed pertinent.
As the holder of the personal data of the READY FI BUILD Hardware Store, you will have the following rights: I) Know, update, and rectify my personal data; II) know the treatment that will be given to them; III) obtain a copy of this authorization at any time; IV) submit complaints or claims to the Superintendence of Industry and Commerce for violations of the regulations on the protection of personal data.
All personal information provided to CARIB CEMENT will always be treated as confidential; thus, guaranteeing that it will only be used for the purposes for which this authorization was granted.
The personal data that is provided to CARIB CEMENT will always be used to comply with the development of CARIB CEMENT’s corporate purpose, and as long as the commercial or legal relationship with it remains in force.

Fourteenth: Acceptance of the terms and conditions of the Program.
The acceptance of these terms and conditions will be made through email sent to: xxxxxxxxxx@cemex.com and/or calling telephone number (xxx xxx-xxxx). The hardware store may choose between the options YES or NO, to continue the registration process. CARIB CEMENT will keep track of the acceptance of terms and conditions that are made. In the event that the Hardware store does not accept the Terms and Conditions, it will not be able to be accepted into the Program.

Fifteenth: Change of Terms:
CARIB CEMENT reserves the right to change these terms and conditions by giving the READY FI BUILD Hardware Stores 14 days’ written notice at any time.
Sixteenth: Law and Jurisdiction
This contract shall be governed and construed by the law of Jamaica and shall be subject to the exclusive jurisdiction of the Jamaican courts to which the parties submit.