Legal Notice and Disclaimers

This page describes the terms and conditions that govern your use of Rayonier.com World Wide Web Site (the “Site”) of Rayonier Inc. (“Rayonier”, “us” or “we”).

General

The following are terms of a legal agreement between you and Rayonier. By accessing, browsing, or using this Rayonier Site, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree to these terms, please do not use this Site.

We may change, add or remove portions of these Terms of Use at any time, which shall become effective immediately upon posting. It is your responsibility to review these Terms of Use prior to each use of the Site and by continuing to use this Site, you agree to any changes.

We may change, suspend or discontinue any aspect of the Site at any time, including the availability of any Site feature, database, or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability.

Copyright and Other Intellectual Property Rights

This Site and all content in this site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, mirrored, or used for the creation of derivative works without Rayonier's prior written consent (which may be granted, withheld or conditioned in Rayonier’s sole discretion), except that Rayonier hereby grants you non-exclusive, non-transferable, limited permission to access and display the web pages within this site, solely on your computer and for your personal, non-commercial use of this Site. This permission is conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in this site.

Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.

Any product, process or technology described in this Site may be the subject of other intellectual property rights reserved by Rayonier. Nothing contained under this Site terms of use shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark, copyright or other intellectual property right of Rayonier or any third party. Any rights not expressly granted herein are reserved.

Rayonier, the Rayonier logo, and other names of Rayonier and Rayonier products referenced in this Site are registered trademarks or other trademarks, service marks or trade names of Rayonier Inc. or its subsidiaries. No license to use any of these trademarks is given or implied. Rayonier's trademarks may be used only with prior written permission from Rayonier, which may be granted, withheld or conditioned in Rayonier’s sole discretion. All other trademarks or trade names referenced on this Site are the property of their respective owners.

You may not use contact information provided on this Site for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of this Site or to surreptitiously intercept any system, data or personal information from the site. You agree not to interrupt or attempt to interrupt the operation of this Site in any way.

Your failure to comply with the terms, conditions, and notices on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission granted above with respect to use of this Site, Rayonier does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Site or in any other media.

Information Disclaimers/No Obligation to Update

Information on this Site is not promised or guaranteed to be correct, current, or complete, and this site may be out of date and may contain technical inaccuracies or typographical errors. Rayonier does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Site by any user, information provider, or any other person or entity. Any reliance on the material on this site is at your own risk. Rayonier assumes no responsibility (and expressly disclaims responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in this site.

Employees may express and convey their thoughts and opinions on the Site. The opinions expressed by employees on the Site are made in their personal capacity and do not necessarily reflect the views of Rayonier Inc. or its affiliated or subsidiary companies.

Forward-looking and Cautionary Statements

Except for historical information and discussions, statements set forth throughout this site may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or other applicable laws. These statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially, as discussed in the company's filings with the U.S. Securities and Exchange Commission, including, without limitation, Rayonier’s most recent Annual Report on Form 10-K. See the “SEC filings” tab under “Investor Relations” on this Site to access copies of such filings.

Material You Submit

Rayonier does not want to receive confidential or proprietary information from you through our Site. Please note that any information or material sent or posted to Rayonier will be deemed NOT to be confidential.

By sending Rayonier any information or material, you grant Rayonier an unrestricted, irrevocable, royalty-free, perpetual license to sublicense, copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information anywhere in the world in any media. You also agree that Rayonier is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose.

You acknowledge that you are responsible for any material you may submit via this Site, including the legality, reliability, appropriateness, originality and copyright of any such material. You may not upload to, post, distribute or otherwise publish through this Site any content that (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto this Site.

Global Availability

Information Rayonier publishes on the World Wide Web may contain references or cross references to Rayonier products, programs and services that are not announced or available in your country. Such references do not imply that Rayonier intends to announce or make available such products, programs, or services in your country. Please consult your local Rayonier business contact for information regarding the products, programs, and services that may be available to you.

Non-Rayonier Links/Sites

This Site may provide links or references to non-Rayonier web sites and resources. Rayonier makes no representations, warranties, or other commitments whatsoever about any non-Rayonier web sites or third-party resources that may be referenced, accessible from, or linked to any Rayonier web site. A link to a non-Rayonier web site does not mean that Rayonier endorses the content or use of such web site or its owner. In addition, Rayonier is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from a Rayonier web site. Accordingly, you acknowledge and agree that Rayonier is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources.

When you access a non-Rayonier web site, even one that may contain the Rayonier logo, please understand that it is independent from Rayonier, and that Rayonier does not control the content on that Web site. It is up to you to take precautions to protect yourself from viruses, worms, trojan horses, and other potentially destructive programs, and to protect your information as you deem appropriate.

Registration and Use of Your Information

To use certain features of the Site, you will create login credentials by selecting a password and providing an e-mail address. You also have to provide certain registration information, all of which must be accurate and updated. Each registration is for a single user only. You shall not give your login credentials to anyone else. You shall not use the login credentials of another person to impersonate that person or use login credentials that Rayonier deems to be offensive.

Rayonier shall have the right to disclose information about your usage and demographics, provided that it will not reveal your personal identity in connection with the disclosure of such information. For more information, please read our Privacy Policy (below).

Linking to This Site

All links to this Site must be approved in writing by Rayonier, which approval may be granted, withheld or conditioned in Rayonier’s sole discretion. As a further condition to being permitted to link to this Site, you agree that Rayonier may at any time, in its sole discretion, terminate permission to link to this Site. In such event, you agree to immediately remove all links to this Site and to cease using any Rayonier trademark.

Translations

Certain text in this Site may be made available in languages other than English. Text may be translated by a person or solely by computer software with no human intervention or review. These translations are provided as a convenience to you, and Rayonier makes no representations or commitments regarding the accuracy or completeness of the translation, whether or not computer-generated or performed by a person. Please see the below Disclaimer of Warranty for additional conditions.

DISCLAIMERS

USE OF THIS SITE IS AT YOUR SOLE RISK. THIS SITE AND ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," “AS AVAILABLE” BASIS WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. RAYONIER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, RAYONIER MAKES NO WARRANTY OR GUARANTEE THAT THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THIS SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THIS SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE IS AT YOUR OWN RISK AND THAT THIS SITE IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER RAYONIER NOR ITS AFFILIATES, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS SITE, OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THIS SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THIS SITE, RAYONIER’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF RAYONIER, ITS AFFILIATES OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER RAYONIER NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THIS SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH RAYONIER IS TO DISCONTINUE YOUR USE OF THE SITE. YOU AND RAYONIER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend and hold harmless Rayonier and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from your use of the site and any violation of these Terms of Use. If you cause a technical disruption of the site or the systems transmitting the site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from that disruption.

Rayonier reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Rayonier in the defense of such matter.

Jurisdiction

This Site is controlled and operated by Rayonier from its offices within the State of Florida, United States of America. These terms of use shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Duval County, Florida and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Applicable Laws

This Site is controlled by Rayonier from its offices within the United States of America. Rayonier makes no representation that materials and information in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials or information posted on this Site in violation of U.S. export laws and regulations.

Modification of Terms of Use

Rayonier may, without notice to you, revise these terms of use and any other information contained in this site at any time by changing, adding to, deleting from or otherwise updating this posting. You should visit this Site from time to time to review the then-current terms or use because they are binding on you. Certain provisions of these terms of use may be superseded by expressly designated legal notices or terms located on particular pages at this Site. You agree that your accessing and using this Site is the functional equivalent of your signature and you hereby waive any objection to electronic assent to this agreement, whether based on the Statute of Frauds or similar law, rule, or regulation. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based on or relating to use of this site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any provision of these terms of use shall be unlawful or any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

This Privacy Policy outlines Rayonier Inc. (hereinafter “Rayonier”, “the Company”, “we”, “our” and “us”) uses and practices with the information it collects on this website. Your use of this website is conditioned upon your acceptance of those uses and practices.

Privacy Principles

We value your privacy and we make it a point not to ask for personally identifying information that we don't really need. As used herein “personally identifying information” means information about an individual which would enable the determination of the identity of the individual. Other than as described herein, as required by law or under exigent circumstances to protect persons and/or property, we won't knowingly disclose your personally identifying information to anyone.

Personal Information Collection

We collect personal information directly from you when you use certain portions of our Site. Specifically, we will collect personal information from you if you submit an inquiry to us, complete an online form, subscribe to our newsletter or participate in a survey. The scope of the information that we collect directly from you varies on your interaction with our Site.

We may accept job applications for employment at the Company through our Site, and we will collect personal information from you in connection with your application, such as your contact information, employment history, among other data. You also may sign up for updates on career opportunities with Rayonier.

We may automatically collect the following information about your use of our Site through cookies, web beacons, and other technologies: your domain name; your browser type and operating system; web pages you view; links you click; your IP address; the length of time you visit our Sites and or use our Services; the referring URL, or the webpage that led you to our Sites; and our access time, browser type, domain name, IP address and page views.

Registration

For the general public, registration is not necessary to be able to use this website. However, to use of certain functions of this website, such as to access the timber sales section, request information, subscribe to news alerts or our newsletter, or apply for or receive updates on career opportunities, registration data with personally identifying information must be provided. This information may include your email address, password, full name, address, phone numbers, and/or other information incidental to providing you with requested information, goods or services. Your personally identifying information will be used to verify your registration and to contact you about website related concerns. We and our affiliates may also use your personally identifying information to inform you about other products and services, send you newsletters, or to request your participation in surveys seeking your opinion relating to the subject matter of this website or offerings which may be of interest to you. We will not share your personally identifying information with outside third parties.

Log Files

Log files contain information that is made available by your web browser. This information, which is not personally identifying, is stored on our web server. It includes your browser type, language preference, referring site and the date and time of every page request. We collect this information to: understand how our website is used, be able to generate reports on the usage of our website, help with website administration, analyze user activities on the site, and collect information about our user base in general. We do not link the information contained in these log files to personally identifying information.

Cookies and Web Beacons

A cookie is a small text file that a website stores on your computer. It contains information that your browser provides to the website each time you return. They are used for record keeping purposes and so that information which you previously provided can be retrieved to facilitate your use of this website. A web beacon is a graphical image that serves to monitor your interaction with a website. We use web beacons, along with cookies and log files, to provide us with analytical information that we can use to improve website performance and user experience in general. We do not link this information to personally identifying information.

Managing Cookies

If you do not wish to enable cookies, you can adjust your browser settings before visiting our website and turn off cookies for it or our third party advertisers. However, disabling cookies may affect how our website and those of our advertising partners will function for you.

Links to Other Sites

Our website may contain links leading to other websites that are not owned or managed by us. We do not control how these third-party sites handle your information, and encourage you to check out the Privacy Policies of those linked websites before giving them any personally identifying information.

Monitoring

We may from time to time monitor and review information transmitted or received through our Site, or through telephone or e-mail communications, for quality assurance and other purposes. We reserve the right to censor, edit, remove or prohibit the transmission or receipt of any information that we deem inappropriate or in violation of our terms of use.

Security of Your Personally Identifying Information

Your personally identifying information will be stored in secured locations either at our offices or at the offices of our service providers. We employ safeguards to help protect the confidentiality and integrity of personally identifying information and to reduce the risk of loss, misuse, unauthorized access, disclosure or modification of personally identifying information. When personally identifying information is sent to our service providers, we require that they protect all personally identifying information in a manner consistent with the principles in this policy.

Opting-Out

As part of the registration process for this website, we give you the ability to receive commercial communications about Products and Services, updates to our website and advertisements and promotions that are targeted to you, and company news and newsletters. We send these communications directly ourselves or via service providers. If you do not opt-out from receiving these communications, we will send them to you. At any time you may change your selection to receive or not receive these communications by contacting us at info@rayonier.com or by selecting the “unsubscribe” option in the case of emailed newsletters.

Disclosures for Legal Purposes

At the Company’s sole discretion, Rayonier may disclose the information we collect from you in order to comply with the law, or a judicial proceeding, court order, or other legal process, such as in response to a subpoena.

Changes

This Privacy Policy was last updated February 2021. We reserve the right to change this Privacy Policy as we deem necessary. A notification of change will be posted on this page.

Contact Information

If you have questions or concerns about (a) this Privacy Policy, (b) the collection, use, management or disclosure of your Personally Identifying Information, you may contact us as indicated below. We will attempt to respond to your questions or concerns promptly after we receive them. E-mail: info@rayonier.com.

Rayonier is committed to making our website accessible for all, including those with disabilities. As such, we have taken steps to enhance our site and increase its usability by those who access the web using assistive technology. Our website enhancements are guided by the Web Content Accessibility Guidelines, version 2.1, Level AA (WCAG 2.1 AA). We will continue to enhance our websites from time to time to deliver accessible experiences.

If you are experiencing difficulty accessing our website content including, but not limited to, any documents, please contact us by calling 1-855-478-5272 or emailing us at accessibility@rayonier.com for assistance and to provide feedback.

These Terms and Conditions of Sale (the “Conditions”) bind Rayonier ("Seller") and its customer ("Buyer") regarding the sale and purchase of Rayonier of products ("Goods") in the United States of America ("USA") and its territories. These terms supersede all prior agreements, proposals and discussions among the parties with respect to the purchase and sale of such Goods other than a written agreement signed by both parties. These Conditions shall be deemed accepted by Buyer without any such additional, inconsistent or different terms and conditions, except to the extent expressly accepted by Seller in a writing signed by Seller.

1. REJECTION OF OTHER TERMS. These Terms of Sale supersede all prior agreements, proposals and discussions between the parties with respect to the purchase and sale of the Goods other than a written agreement signed by both parties. Any additional, inconsistent or different terms or conditions contained in Buyer’s purchase order or other documents submitted by or on behalf of Buyer at any time, whether before or after the date hereof, shall be deemed a material alteration and not a rejection of these Terms of Sale, and are hereby expressly rejected by Seller. These Terms of Sale shall be deemed accepted by Buyer without any such additional, inconsistent or different terms and conditions, except to the extent expressly accepted by Seller in a writing signed by Seller.
   
   
2. SHIPMENT; TITLE; RISK OF LOSS. All shipping dates are approximate and not guaranteed. Unless otherwise expressly stated in writing by Seller the title to the Goods shall pass with risk of loss from Seller to Buyer once the Goods are loaded on the Buyer’s carrier or delivered to the carrier’s facility. Any increase in freight rates for shipments, whether prepaid or not, and all demurrage shall be borne by Buyer. Unless otherwise specified by Seller in writing.
   
   
3. PRICES. Unless otherwise specified in writing by Seller, all prices are exclusive of taxes, customs, duties, transportation and insurance, and any and all current or future tax or governmental charge (including sales tax) applicable to the sale, delivery, shipment or storage of the Goods that Seller is required to pay or collect shall be for Buyer’s account, shall be added to the price and shall not be subject to reduction.
   
   
4. EXCUSE OF PERFORMANCE. The parties will be excused from their respective performances hereunder (except Buyer’s payment obligations) if performance is prevented or delayed due to acts of God, war, terrorism, riot, fire, labor trouble (including strikes, lockouts and labor shortages), failure of computer systems to operate properly, destruction or loss of electronic records or data, plant shutdowns, unavailability of materials or components, unavailability of or delays in transportation, insufficient production capacity, unavailability or shortage of fuel products, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond such party’s reasonable control. If such event affects Seller, Seller may, without liability, allocate and distribute the Goods among such customers in such proportions as Seller, in its sole discretion, determines.
   
   
5. WARRANTY. Seller warrants the Goods to be of merchantable quality and to conform to specifications and tolerances provided in the applicable industry standards. Should any Goods sold by Seller be found not to meet the foregoing warranty, Seller will furnish replacement Goods conforming to this warranty. However, a written notice of any claim under this warranty must be given to Seller within 30 days after delivery or after opening of the packaging when Goods are intended to be stored in original wrapper after receipt and Buyer must afford Seller a reasonable opportunity to inspect the goods in unaltered condition and evaluate the claims in accordance with procedures customary to the industry.
   
   
6. LIMITATION OF REMEDY AND LIABILITY. THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY NATURE ARISING FROM THE FAILURE OF THE GOODS TO CONFORM TO THE APPLICABLE WARRANTY SHALL BE LIMITED TO REPLACEMENT. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S CUMULATIVE LIABILITY TO BUYER EXCEED THE PURCHASE PRICE FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. BUYER AGREES THAT IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE TERM "CONSEQUENTIAL DAMAGES" SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, COST FOR LABOR, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE, AND COST OF CAPITAL.
   
   
7. FURTHER HANDLING. Buyer shall indemnify, defend and hold harmless Seller, its affiliates and their respective officers, directors, employees, representatives and agents from and against, any and all claims, losses, liabilities, costs and expenses (including attorneys’ fees) arising out of or resulting from the use, handling, manufacture, processing, alteration, distribution, sale or marketing of the Goods, or any other action or inaction with regard to the Goods, in each case after the delivery thereof to Buyer; provided however, that Buyer shall not be liable to Seller for damages directly caused by the sole negligence of Seller or by Seller’s breach of warranty expressly set forth herein.
   
   
8. PAYMENT TERMS; CREDIT REQUIREMENTS. Except as otherwise specified on the Invoice, terms of payment are net 30 days from date of Seller’s invoice in U.S. currency. Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorneys’ fees. Seller shall have the right to set-off any amounts owing from Buyer against any amounts payable to Buyer. In the event that Seller determines, at any time in its sole discretion, that the credit of Buyer or of any person providing credit support for Buyer’s obligations is or becomes impaired, or there is any reason to doubt the enforceability or sufficiency of any agreement or instrument supporting Buyer’s obligations, Seller shall have the right, among any other rights provided by applicable law, to declare immediately due and payable any and all amounts owed by Buyer to Seller, whether under these Terms of Sale or otherwise, and to suspend and/or terminate further production and delivery to Buyer of any order until credit arrangements satisfactory to Seller in its sole judgment have been established. Buyer acknowledges that it may be charged an interest rate of 18% per annum, calculated on the basis of a 365-day calendar year, on all balances outstanding more than 30 days after the date of invoice.
   
   
9. GOVERNING LAW; SEVERABILITY. These Terms of Sale shall be governed by the laws of the State of Washington, USA, without reference to the choice of law, conflicts of law, or principles of any other state or country which might otherwise be applied. If any provision of these Terms of Sale is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the parties shall use their best efforts to substitute a valid, legal and enforceable provision, which, insofar as practical, implements the purpose of these Terms of Sale.
   
   
10. 10. MISCELLANEOUS. These Terms of Sale shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. Buyer shall not assign its rights or obligations under these Terms of Sale without Seller’s prior written consent. No waiver of any provision of these Terms of Sale by Seller will be valid unless the same is in writing and signed by Seller. Seller reserves the right to unilaterally modify any portion of these Terms of Sale without prior notice effective immediately upon posting at the Rayonier website https://Rayonier.com. The current version of these Terms of Sale and any modifications supersede all prior versions of these Terms of Sale and is available at the Rayonier website https://Rayonier.com or upon request.

Certain statements on this website regarding anticipated financial outcomes including Rayonier’s earnings guidance, if any, business and market conditions, outlook, expected dividend rate, acquisition and disposition activity, including the ability to realize the intended benefits of the merger between Rayonier and PotlatchDeltic Corporation, expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of Rayonier’s business strategies, and other similar statements relating to Rayonier’s future events, developments or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements.

The following important factors, among others, could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document: our ability to obtain the intended benefits of our recent merger, including future financial and operating results; the cyclical and competitive nature of the industries in which we operate; fluctuations in demand for, or supply of, our forest products and real estate offerings, including any further downturn in the housing market; entry of new competitors into our markets; changes in global economic conditions and geopolitical tensions, including the war in Ukraine and remaining tensions in the Middle East; business disruptions arising from public health crises and outbreaks of communicable diseases; the uncertainties of potential impacts of climate related initiatives; the cost and availability of third-party logging and trucking services; the geographic concentration of a significant portion of our timberland; our ability to identify, finance and complete timberland acquisitions and/or to complete dispositions; changes in environmental laws and regulations regarding timber harvesting, delineation of wetlands, endangered species and development of real estate generally, that may restrict or adversely impact our ability to conduct our business, or increase the cost of doing so; adverse weather conditions, natural disasters and other catastrophic events such as hurricanes, wind storms and wildfires; the lengthy, uncertain and costly process associated with the ownership, entitlement and development of real estate, especially in Florida, Arkansas, and Washington, including changes in law, policy and political factors beyond our control; the availability and cost of financing for real estate development and mortgage loans; changes in tariffs, taxes or treaties relating to the import and export of our products, our customers’ products or those of our and our customers’ competitors; changes in key management and personnel; and our ability to meet all necessary legal requirements to continue to qualify as a real estate investment trust (“REIT”) and changes in tax laws that could adversely affect beneficial tax treatment.

For additional factors that could impact future results, please see Item 1A - Risk Factors in the Company’s most recent Annual Report on Form 10-K and similar discussion included in other reports that we subsequently file with the Securities and Exchange Commission (the “SEC”). Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent reports filed with the SEC.

Non-GAAP Financial Measures - To supplement Rayonier’s financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), Rayonier uses certain non-GAAP measures, including “cash available for distribution,” “pro forma operating income (loss),” “pro forma net income,” and “Adjusted EBITDA,” which are defined and further explained in this communication. Reconciliation of such measures to the nearest GAAP measures can also be found in this communication. Rayonier’s definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.