​⚠ These Terms govern all Services provided by Hawk Construction, LLC. Customer's acceptance of any Services constitutes unconditional acceptance of these Terms. Provider expressly rejects any conflicting terms in Customer's documents.

 

 

Applicability & Controlling Terms

 

1.1 Applicability

All quotations, estimates, and provision of Logistics and Placement Services ("Services") by Hawk Construction, LLC ("Provider") to Customer are expressly conditioned upon Customer's acceptance of these Terms and Conditions ("Agreement"). Any terms and conditions in Customer's documents that conflict with these Terms are expressly rejected and shall not constitute terms of any agreement for Services. This Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and communications, whether written or oral. Modification or alteration of this Agreement must be in writing and signed by an authorised representative of both Parties.

Customer's acceptance of these Terms shall be deemed to occur upon the earliest of: (a) Customer issuing a Purchase Order for any Services; (b) Customer signing and returning a quotation provided by Provider; (c) Customer making any payment, including a deposit or partial payment, following receipt of Provider's quotation or this Agreement; (d) Customer providing written or electronic instruction to proceed with scheduling, mobilisation, or any Service; or (e) Customer providing any other written or oral assent.

1.2 Controlling Terms

Provider objects to additional or different terms and conditions in any of Customer's purchase orders, documentation, or correspondence. Those additional or different terms are of no force or effect. This Agreement covers the provision of services only. The Terms and Conditions for the Manufacture and Sale of Goods govern the Seller's Sale of Goods and Manufacturing under any related Supply Agreement.

1.3 Administrative Management Surcharge

If Customer requires Provider to execute a subcontract, master agreement, or any other contract document not authored by Provider, or requires use of third-party compliance or payment portals (e.g., Textura, GCPay, Procore), a non-refundable Administrative Management Surcharge equal to 15% of the Total Contract Value shall be automatically applied. This fee covers the additional legal review, administrative compliance, and digital processing costs inherent in third-party papered transactions.

1.4 Bifurcation of Contracts

Hawk Construction, LLC provides Services only. Where the total value of a combined Goods and Services transaction exceeds $250,000, Provider reserves the right, at its sole discretion and prior to final payment, to govern the transaction by two separate agreements: (i) a Goods agreement between Customer and Hawk Precast, LLC, governed exclusively by the Hawk Precast, LLC Terms and Conditions for the Manufacture and Sale of Goods; and (ii) a Services agreement between Customer and Hawk Construction, LLC, governed by this Agreement — regardless of how Customer's documents are structured. Provider further reserves the right to require bifurcation on any transaction regardless of value where it determines that a single mixed contract would impair its tax treatment, lien rights, or UCC protections.

 

Retainage

 

2.1 Retainage Release

Withheld retainage shall become due and payable no later than thirty (30) days following substantial completion of Provider's scope of work, consistent with Provider's rights under the Texas Prompt Payment Act (Texas Property Code §28.002) and Texas Property Code Chapter 53. Provider's retainage is not subject to holdback pending final project closeout, punchlist completion by others, or Owner acceptance of work performed by other contractors. Interest on unreleased retainage shall accrue from the date it becomes due at the rate provided under the Texas Prompt Payment Act.

2.2 Statutory Rights Reserved

Nothing in this Agreement constitutes a waiver of Provider's lien rights, bond rights, or any other statutory payment remedy available under Texas law. Provider expressly reserves all rights under Texas Property Code Chapter 53 and the Texas Prompt Payment Act.

 

Taxation & Logistics Agency

 

3.1 Tax Treatment — Services Only

Where Provider is engaged solely to provide logistics and/or placement services and the Goods have already been purchased by Customer from Hawk Precast, LLC or any other supplier, Provider does not sell, resell, or transfer title to any Goods under this Agreement. In such circumstances, Provider acts as Customer's limited agent for logistics coordination and no Texas Sales Tax is collected by Provider on Services. Customer remains solely responsible for all taxes assessed on Goods purchased under any separate Supply Agreement.

​

3.2 Tax Treatment — Mixed Contract (Goods and Services)

Where Provider supplies Goods and Services under a single mixed contract (Form A or equivalent), Provider acts as seller of record for the Goods component of that transaction and collects Texas Sales Tax at the applicable rate of 8.25% on the Goods value only. The Services component of any mixed contract remains non-taxable as a real property improvement service per Texas Admin. Code Rule 3.291. Where Provider engages third-party carriers to perform the physical haul, Provider does so as Customer's limited agent. The carrier bears independent liability for damage caused solely by its own acts. Provider's responsibility for care of the Goods while in its custody is governed by Section 3.3.

​

3.3 Agency Appointment & Custody of Goods

Where Hawk Construction, LLC arranges logistics under this Agreement, Customer hereby appoints Hawk Construction, LLC as its limited agent solely for the purpose of logistics coordination, transportation management, and delivery of Customer-owned Goods to the Project Site. Hawk Construction, LLC employs no field personnel and takes no physical custody of the Goods at any point. Loading of Goods at Hawk Precast's facility is performed by Hawk Precast, LLC personnel; such loading assistance is provided as a courtesy only and does not create any custody, care, or liability obligation on the part of Hawk Construction, LLC. All transit is performed by independent licensed third-party carriers arranged by Hawk Construction, LLC on Customer's behalf; the carrier bears independent liability for damage caused solely by its own acts in transit, and Hawk Construction, LLC will reasonably assist Customer in pursuing any such carrier claim. Where on-site placement services are included in the scope, those services are performed by licensed subcontractors engaged by Hawk Construction, LLC. Hawk Construction, LLC is responsible for the acts and omissions of its subcontractors during the placement phase only, and that liability shall not exceed the Services portion of the Total Contract Value. This responsibility does not extend to manufacturing defects, pre-existing conditions, soil or site failures, loading at Hawk Precast's facility, transit damage, or damage caused by parties outside Hawk Construction's control.

 

Price & Payment

 

4.1 Prices and Quotations

Provider's quoted prices are subject to change without notice. All quotations expire and become invalid if not accepted within 30 days from the date of issue or as indicated otherwise. Any location changes, changes to the Scope of Services, schedule, or site requirements may result in a price adjustment by Provider.

4.2 Payment Terms

Payment for all Services is due upon receipt of Provider's invoice, unless otherwise specified in writing. The Provider may request total or partial payment before delivering Services or require satisfactory assurance or security from Customer at any time. Customer's payment obligation to Provider is not contingent on Customer's ability to collect or obtain funds from any third party. Pay-when-paid and pay-if-paid clauses in any Customer document do not apply to Provider's invoices.

4.3 Late Payments

If payment is not received from Customer by the due date, interest will be applied at a rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower. Interest accrues from the due date until payment is received. All collection costs incurred by Provider, including reasonable attorneys' fees, shall be paid by Customer. Nothing in this Agreement waives Provider's rights under the Texas Prompt Payment Act (Texas Property Code Chapter 28).

4.4 Costs of Enforcement

Customer agrees to pay all costs, expenses, and attorneys' fees incurred by Provider in exercising its rights and enforcing any term, condition, or provision of this Agreement.

4.5 Daily Standby and Remobilization Fees

If Provider's crew is mobilized to the Project Site and is unable to commence or continue work due to: (i) Customer's failure to meet the site readiness conditions set forth in Exhibit C; (ii) a Change Order required under Section 7.2 that has not been executed by Customer; (iii) any act or omission of Customer, its agents, subcontractors, or employees; or (iv) any unforeseen site condition not caused by Provider — a Daily Standby Fee of $2,500.00 per calendar day shall accrue for each calendar day, or a portion thereof, that Provider's crew is idled. If Provider is required to demobilize and subsequently return to the Project Site due to any of the foregoing causes, a Remobilization Fee, as determined on a per project basis, shall apply per occurrence, in addition to any accrued Standby Fees. Both fees shall be invoiced as a Change Order and are due upon receipt of Provider's invoice. Provider is under no obligation to remain mobilized beyond two (2) consecutive standby days without written direction from Customer. After two (2) consecutive standby days, Provider may demobilize at its sole discretion, and a Remobilization Fee shall apply to any subsequent return to the Project Site.

 

Cross-Default & Integration

 

5.1 Cross-Default

Customer acknowledges and agrees that this Agreement may be inextricably linked to a separate Agreement for the Manufacture and Sale of Goods between Customer and Hawk Precast, LLC. A material breach by Customer under this Agreement, including but not limited to the failure to make timely payments, shall, at Provider's sole discretion, constitute an immediate and material breach of the applicable Sale of Goods Agreement. Conversely, a material breach by Customer of the Sale of Goods Agreement shall constitute a material breach of this Agreement. In the event of any such default, Provider and its affiliates reserve all rights and remedies available under both agreements, including the absolute right to suspend all performance, withhold Services, halt manufacturing, or terminate either or both agreements without penalty or liability.

5.2 Goods Invoice Withholding

Any withholding of amounts due on Goods invoices — whether characterised as retainage, set-off, back-charge, dispute holdback, or otherwise — constitutes a material breach of the applicable Goods Agreement and an immediate cross-default under this Agreement, entitling Provider and its affiliates to suspend all Services without penalty or liability. The Parties expressly agree that payment obligations for Goods and Services are independent of any dispute regarding work performed by other trades, overall project completion status, or the timing of Owner funding to Customer.

 

Customer's Obligations

 

6.1 Cooperation

Customer shall: (a) cooperate with Provider in all matters relating to the Services and provide access to the designated work area; (b) respond promptly to any Provider request to provide direction, information, approvals, or decisions reasonably necessary for Provider to perform the Services; (c) provide such Customer materials or information as Provider may request and ensure that such materials or information are complete and accurate; (d) provide a safe workplace; and (e) obtain and maintain all necessary permits, licences, and consents and comply with all applicable laws before the date on which the Services are to start.

6.2 Customer's Acts or Omissions

If Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Provider will not be considered in violation of its obligations under this Agreement nor held accountable for any expenses, fees, or damages sustained by Customer to the extent they arise directly or indirectly from that prevention or delay.

 

Performance, Change Orders & Termination

 

7.1 Performance Date

Provider shall use reasonable efforts to meet any performance dates specified in the applicable Exhibit or this Agreement. Any such dates shall be estimates only.

7.2 Change Orders and Unforeseen Conditions

Either Party may propose changes to the Scope of Services. If Customer requests a change, or if Provider encounters unforeseen site conditions (including but not limited to rock, unmarked utilities, or inadequate soil preparation) requiring additional work, Provider shall submit a written Change Order detailing the impact on the lump-sum price and performance schedule. Provider is under no obligation to commence any out-of-scope work until a Change Order is executed by Customer. Any operational delays resulting from a pending Change Order shall automatically extend the performance schedule and may trigger the Standby Fee.

7.3 Cancellation

This Agreement is not subject to cancellation by Customer except with Provider's prior written agreement. Should Provider consent to cancellation, Customer shall be responsible for: (i) the price for all Services completed and materials used; (ii) all costs and expenses incurred by Provider for uncompleted Services; and (iii) a cancellation charge equal to 25% of the total contract price to account for reasonable profits.

7.4 Termination

Provider may terminate this Agreement with immediate effect upon written notice to Customer if Customer: (i) fails to pay any amount when due and such failure continues for ten (10) days after receipt of written notice of non-payment; (ii) has not otherwise performed or complied with any of these Terms; or (iii) becomes insolvent, files a bankruptcy petition, or commences or has commenced against it any insolvency proceedings.

Force Majeure & Delay

 

8.1 Force Majeure

Provider shall not be liable for any failure, damage, or delay in the provision of Services resulting from a cause beyond Provider's reasonable control, including but not limited to: acts of God, provisions of law, governmental action, order, or regulations; accident, explosion, fire, weather, flood, earthquake, epidemic, or other disaster or catastrophe; strike, lockout, labour stoppages, or other labour difficulties; civil unrest or riot, war, invasion, acts of terrorism, or insurrection; telecommunication breakdowns, power outages or shortages; or scarcity or delay in obtaining labour, raw material, production facilities, or transportation. In such circumstances, Provider's performance timeframe will be extended reasonably, and any resulting increase in costs to Provider will be factored into the adjusted contract price. Customer will not be entitled to any other remedy.

8.2 Delay

Provider shall not be liable for any delay in fulfilment of or failure to fulfil this Agreement arising from any factory or labour conditions, fire, failure or delay in Provider's usual sources of supply, the acts or omissions of Customer or its agents, subcontractors, or material suppliers, or any cause not reasonably within the control of Provider.

 

Warranty & Liability

 

9.1 Services Warranty

Provider warrants that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner per generally recognised industry standards for similar services.

9.2 Incidental Goods Warranty

For any goods, products, or parts furnished by Provider incidental to the performance of the Services ("Incidental Goods"), Provider warrants such Incidental Goods will be free from material defects in material and workmanship for a period of one (1) year from the date of delivery. "Incidental Goods" refers only to consumable materials (grout, rebar, paint) and expressly excludes the Precast Concrete Goods, which are warranted solely under the separate Agreement for Manufacture and Sale of Goods.

9.3 DISCLAIMER OF WARRANTIES

THE PRECEDING WARRANTIES ARE IN PLACE OF AND EXCLUDE ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW, STATUTE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. PROVIDER'S SOLE LIABILITY (AND CUSTOMER'S EXCLUSIVE REMEDY) FOR BREACH OF WARRANTY IS EXPRESSLY LIMITED, AT THE OPTION OF PROVIDER, TO: (i) RE-PERFORMING THE DEFECTIVE SERVICES; (ii) REPAIRING, REPLACING, OR CREDITING THE VALUE OF THE DEFECTIVE INCIDENTAL GOODS; OR (iii) REFUNDING THE PRO-RATA AMOUNT PAID FOR SUCH DEFECTIVE SERVICES OR INCIDENTAL GOODS. PROVIDER IS NOT RESPONSIBLE FOR ANY LABOUR, REMOVAL, OR INSTALLATION CHARGES RESULTING FROM ANY REPAIR OR SERVICES PROVIDED BY A THIRD PARTY.

 

 

9.4 LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, PROVIDER SHALL HAVE NO LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF USE. IN NO EVENT SHALL PROVIDER'S LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE SERVICES. CUSTOMER WAIVES ANY CLAIM ABOVE SUCH AMOUNT.

9.5 Notice of Claims

Provider shall not be liable for any claim unless it receives written notice (for which time is of the essence) of Customer's claim within ten (10) business days after Customer knows or reasonably should have known of the facts giving rise to the claim. Any claim arising from or related to the allegedly defective provision of Services will conclusively be deemed waived unless Provider receives written notice thereof within twelve (12) months of completion of the Services. For the avoidance of doubt, the notice period begins when Customer can reasonably attribute the defect or claim to Provider's Services, as distinguished from any defect in the Goods supplied under a separate Agreement. Customer's obligation to investigate and attribute defects promptly is a condition precedent to any claim under this Agreement.

Indemnification

 

10.1 Customer's Indemnification

Customer agrees to indemnify, defend, and hold harmless Provider, its affiliates, officers, directors, managers, members, employees, agents, and other representatives from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (i) Customer's negligent, intentional, tortious, or otherwise wrongful acts or omissions; (ii) any conditions present on Customer's premises, whether known or unknown; (iii) the acts or omissions of Customer's employees, subcontractors, or agents; (iv) Customer's failure to comply with this Agreement or applicable laws; and (v) any third-party claims arising from Customer's actions or failure to act. This indemnification obligation does not apply to claims caused by Provider's gross negligence or wilful misconduct. Any attempt by Customer to impose broader, mutual, or reciprocal indemnity obligations shall be null and void. Any indemnification obligation herein shall be construed and limited to the fullest extent permitted by the Texas Anti-Indemnity Act. Customer's obligation to maintain insurance naming Provider as an additional insured under Section 11.2 is independent of and not limited by this indemnification provision.

 

Insurance

 

11.1 Provider's Insurance

During the term of this Agreement, Provider shall maintain at its own expense: Commercial General Liability — $1,000,000 per occurrence / $2,000,000 aggregate; Umbrella/Excess Liability — $5,000,000 per occurrence; Workers' Compensation — statutory limits as required by Texas law; Commercial Auto Liability — $1,000,000 combined single limit. Upon Customer's written request, Provider shall furnish a certificate of insurance evidencing the above coverages. Customer shall be named as an additional insured on Provider's CGL policy solely with respect to liability arising out of Provider's operations under this Agreement.

11.2 Customer's Insurance

During the term of this Agreement, Customer shall maintain Commercial General Liability insurance in a minimum amount of $1,000,000 per occurrence. Upon Provider's request, Customer shall furnish a certificate of insurance evidencing this coverage. Provider shall be named as an additional insured on Customer's CGL policy.

11.3 Waiver of Subrogation

Each Party shall cause its insurers to waive all rights of subrogation against the other Party with respect to losses covered by the insurance policies required under this Agreement.

 

 

Legal Provisions

 

12.1 Governing Law

This Agreement shall be governed in all respects by the laws of the State of Texas without giving effect to conflict of laws principles that would require the application of any other jurisdiction's substantive laws.

12.2 Dispute Resolution

Before initiating arbitration, the Parties shall attempt to resolve disputes through mediation administered by the American Arbitration Association in McKinney, Collin County, Texas, within 30 days of written notice of a dispute. Mediation costs shall be shared equally. Any controversy or claim not resolved by mediation shall be settled by binding arbitration administered by the AAA under then-current Commercial Arbitration Rules, before a single arbitrator in McKinney, Collin County, Texas. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL. If this arbitration provision is deemed invalid or inapplicable, the venue for any proceedings shall be exclusively in the state and federal courts of Collin County, Texas, to which jurisdiction each Party irrevocably consents.

12.3 Compliance with Laws

Customer shall comply with all applicable laws, regulations, and ordinances and shall maintain all the licences, permissions, authorisations, consents, and permits it needs to fulfil its obligations under this Agreement.

12.4 No Assignment or Modification

Customer shall not assign or transfer any contract with Provider without its prior written consent. No modification of these Terms shall be effective unless expressly agreed to in writing by Provider.

12.5 No Waiver

No waiver of these Terms shall be effective against Provider unless made in writing by an authorised representative of Provider. Provider's failure to exercise a right arising from Customer's default shall not be a continuing waiver of that right.

12.6 No Third-Party Beneficiaries

Customer and Provider are the only intended beneficiaries of this Agreement. There are no third-party beneficiaries.

12.7 Severability

Any of these Terms that a governing jurisdiction prohibits or declares unenforceable shall be ineffective only to the extent of such prohibition or unenforceability only in that jurisdiction, without invalidating the remaining Terms or affecting their validity or enforceability in any other jurisdiction.

12.8 Specifications

Provider is not responsible or liable for the adequacy or performance of Customer's engineering, design, or specifications.