Last updated: Aug 06, 2025
APPLICABILITY
All quotations, estimates, and Sales of Services ("Services") by Hawk Construction, LLC or Hawk Precast, LLC (collectively, "Provider") provided to the Customer and its parents, subsidiaries, affiliates, or business units (collectively, "Customer") is expressly conditioned upon the Customer's acceptance of these Terms and Conditions of the Provision of Services (this "Agreement"). The Customer agrees that any terms and conditions appearing on any document submitted by the Customer which conflict with (i) the terms and conditions contained herein, (ii) any quotation submitted by the Provider, or (iii) any sales contract between the Provider and the Customer are at this moment expressly rejected and shall not constitute terms of any sale of services by the Provider. This Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and written or oral communications. The preceding shall apply to all documents heretofore or hereafter submitted by the Customer, whether executed by the Provider or not. Modification or alteration of this Agreement must be in writing and signed by an authorised representative of the Provider and Customer. The Provider objects to additional or different terms and conditions in any of the Customer's purchase orders, documentation or correspondence, and 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 shall govern the Seller's Sale of Goods and Manufacturing.
SERVICES
The Provider shall provide the Services to the Customer as described in the Order Confirmation, Scope of Work, or similar document per this Agreement.
PRICE
Prices provided by the Provider may include duties or taxes, including sales, use, gross receipts, excise or similar taxes. The amount of any such present or future taxes or duties or increases therein applicable to the Services covered by this Agreement shall be paid by the Customer unless the Customer has provided the Provider with tax-exemption certificates acceptable to the relevant taxing authorities. The Provider's quoted prices are subject to change without notice, and all quotations expire and become invalid if not accepted within 30 days from the date of issue or as indicated otherwise. Any location changes, the Scope of Services, schedule or repair or installation requirements may result in a price adjustment by the Provider.
PAYMENT
Payment for all Services is due upon receipt of Provider’s invoice, unless otherwise specified in writing by Provider. Any orders not paid in full in advance are on credit and subject to Provider’s approval. The Provider's extension of credit is at the Provider's sole discretion. The Provider may request total or partial payment before delivering Services or require satisfactory assurance or security from the Customer to ensure that invoices will be paid on time if the Provider deems it necessary at any point. If payment is not received from the 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 the payment is received. If the Customer does not pay within this Agreement, all collection costs incurred by the Provider, including reasonable attorney's fees, will be paid by the Customer. Time and terms of payment are of the essence. The Provider does not accept the withholding of any amount of retainage or reserved funds. The Customer's payment obligation to the Provider is not contingent on the Customer's ability to collect or obtain funds from any third party. The Provider can apply payments to any outstanding charges on the Customer's account and may use set-off or recoupment to settle the Customer's debt.
COST OF ENFORCEMENT
The Customer agrees to pay all costs, expenses, and attorney's fees incurred by the Provider in exercising its rights and remedies on enforcing a term, condition, or provision of these Terms or any other contract between the Parties.
CUSTOMER'S OBLIGATIONS
The Customer shall: (a) cooperate with the Provider in all matters relating to the Services and provide such access to the Customer's property or designated work area, and such accommodations and other needs as may reasonably be requested by the Provider, to perform the Services; (b) respond promptly to any Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for the Provider to perform the Services per the requirements of this Agreement; (c) provide such Customer materials or information as the Provider may request to carry out the Services promptly and ensure that such Customer materials or information are complete and accurate in all material respects; (d) provide a safe workplace for the provision of the Services; and (e) obtain and maintain all necessary permits, licenses and consents and comply with all applicable laws concerning the Services before the date on which the Services are to start.
CUSTOMER'S ACTS OR OMISSIONS
If the Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer or its agents, subcontractors, consultants, or employees, the Provider will not be considered in violation of its obligations under this Agreement nor held accountable for any expenses, fees, or damages sustained by the Customer to the extent that they arise directly or indirectly from the prevention or delay.
PERFORMANCE DATE
The Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation or this Agreement, and any such dates shall be estimates only.
FORCE MAJEURE
The Provider shall not be liable for any failure, damage, or delay in the provision of the Services resulting from a cause beyond the Provider's reasonable control, including, but not limited to, acts of God, provisions of law, governmental action or regulations, accident, explosion, fire, weather, flood or another casualty, strike, lockout, or other labor difficulties, civil unrest or riot, war, acts of terrorism, insurrection, or scarcity of labor, raw material, production facilities or transportation. In such circumstances, the Provider's performance timeframe will be extended reasonably, and any resulting increase in costs to the Provider will be factored into the adjusted purchase price. The Customer will not be entitled to any other remedy.
DELAY
The Provider shall not be liable for any delay in fulfilment of or failure to fulfil this Agreement arising from any factory, or labor conditions, fire, failure or delay in the Provider's usual sources of supply by the acts or omissions of the Customer, its agents, subcontractors or material suppliers, or any cause not reasonably within the control of the Provider.
CHANGE ORDERS
Proposed changes in the Services subject to this Agreement, submitted in writing by the Customer, will be reviewed by the Provider for acceptability and for the effect of the proposed changes on performance schedules and prices. The Provider will submit to the Customer its decision to accept or not accept the proposed changes and the amendments to the performance schedules, prices, and other terms upon which the proposed changes would be acceptable. The changes will become effective as amendments to this Agreement upon the Customer's written acceptance of said amended terms.
TERMINATION
In addition to any remedies that may be provided under these Terms, Provider may terminate this Agreement with immediate effect upon written notice to Customer if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Customer's receipt of written notice of non-payment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a bankruptcy petition or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganisation, or assignment for the benefit of creditors.
CANCELLATION
This Agreement is not subject to cancellation by the Customer except with the Provider's prior written agreement. Should Provider consent to cancellation, Customer shall be responsible for full payment of Provider's cancellation charges, which shall be equal to (i) the price for all Services completed and materials used; (ii) all costs and other 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.
SPECIFICATIONS
The Provider is not responsible or liable for the adequacy or performance of the Customer's engineering, design, or specifications.
WARRANTY
(a) Services: The 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 recognized industry standards for similar services. (b) Incidental Goods: 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. (c) Exclusions and Limitations: 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 THAT MAY RESULT FROM ANY REPAIR OR SERVICES PROVIDED BY A THIRD PARTY. This warranty shall be void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, or improper storage.
LIMITATIONS OF LIABILITY
The Provider shall not be liable for any special, incidental or consequential damages, losses or expenses directly or indirectly arising from the performance, sale, or use of the Services or any other cause. IN NO EVENT SHALL THE PROVIDER'S LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER; THE CUSTOMER WAIVES ANY CLAIM ABOVE SUCH AMOUNT.
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 the 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 the Provider receives written notice thereof within twelve (12) months of completion of the Services to which such claim relates. The Provider must be given a reasonable opportunity to investigate all claims.
INDEMNIFICATION
Customer agrees to indemnify, defend, and hold harmless the Provider and its officers, directors, managers, members, employees or other representatives from and against any claim, demand, loss, costs (including reasonable attorneys' fees) or damages incurred or sustained by the Provider arising from or related to any of the Customer's negligent, intentional or tortuous acts or omissions, including any conditions present on the Customer's premises, known or unknown, the acts of Customer's employees and contractors, and the Customer's failure to comply with this Agreement.
INSURANCE
During the term of this Agreement, the Customer shall, at its own expense, maintain and carry insurance in full force and effect, which includes but is not limited to, commercial general liability in a sum no less than $1,000,000.00 with financially sound and reputable insurers. Upon the Provider's request, the Customer shall provide the Provider with a certificate of insurance from Customer's insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name the Provider as an additional insured.
GOVERNING LAW
This Agreement and the provision of Services to the Customer by the Provider 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.
DISPUTE RESOLUTION
(a) Mediation: Before initiating arbitration, the Parties shall attempt to resolve disputes through mediation administered by the American Arbitration Association in Collin County, Texas, within 30 days of written notice of a dispute. Mediation costs shall be shared equally. (b) Arbitration: Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, not resolved by mediation, shall be settled by binding arbitration administered by the American Arbitration Association per the then-current Commercial Arbitration Rules. A single arbitrator in Collin County, Texas, shall hear claims. Judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. (c) Venue: If this arbitration provision is deemed invalid or inapplicable for any reason, the parties agree that the venue and jurisdiction for any proceedings shall lay exclusively in the state and federal courts of Collin County, Texas.
COMPLIANCE WITH LAWS
The Customer shall comply with all applicable laws, regulations, and ordinances and shall maintain all the licenses, permissions, authorisations, consents, and permits it needs to fulfil its obligations under this Agreement.
NO ASSIGNMENT OR MODIFICATION
The Customer shall not assign or transfer any contract with the Provider without its prior written consent. No modification of these terms shall be effective unless expressly agreed to in writing by the Provider.
NO WAIVER
No waiver of these terms shall be effective against the Provider unless made in writing by an authorised representative of the Provider. The Provider's failure to exercise a right arising from the Customer's default shall not be a continuing waiver of the right, and the Provider may exercise the right later.
NO THIRD PARTY BENEFICIARIES
The Customer and the Provider are the only intended beneficiaries of this document, and there are no third-party beneficiaries.
CORRECTIONS
The Provider reserves the right to correct typographical or clerical errors in a quotation, order, or the Agreement without prejudice or legal effect.
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 the validity or enforceability of such terms in any other jurisdiction.
HEADINGS
Paragraph headings are for convenience of reference only, are without substantive meaning, and shall not be used to construe or interpret these terms.