​

⚠ These Terms govern all sales by Hawk Precast, LLC. Buyer's acceptance of Goods constitutes unconditional acceptance of these Terms. Seller expressly rejects any conflicting terms in Buyer's documents.

 

 

1 The Agreement

 

1.1 Seller's Offer and Buyer's Acceptance

For the purposes of this Agreement, "Seller" refers exclusively to the specific Hawk corporate entity (Hawk Precast, LLC or Hawk Construction, LLC) named on the executing Cover Page or Order Confirmation. Seller's acceptance of any Order is expressly conditioned on Buyer's assent to these Terms. Seller explicitly rejects any different or additional terms in any Purchase Order or other document submitted by Buyer. Fulfillment of Buyer's order does not constitute acceptance of Buyer's terms. Buyer's acceptance of these Terms shall be deemed to occur upon the earliest of: (a) Buyer issuing a Purchase Order for any Goods; (b) Buyer signing and returning a quotation provided by Seller; (c) Buyer accepting shipment of or taking possession of any Goods; or (d) Buyer providing any other written or oral assent.

1.2 Controlling Terms

This Agreement shall exclusively govern all sales of Goods by Seller to Buyer. All other terms and conditions are expressly rejected. Seller objects to and is not bound by any different or additional terms, whether oral or written, in any of Buyer's documents, including any Purchase Order, subcontract, or correspondence. If Buyer requires Seller to execute a subcontract, master agreement, or any contract document not authored by Seller, or requires use of third-party compliance or payment portals, a non-refundable Administrative Management Surcharge equal to 15% of the Total Contract Value shall be automatically applied to compensate Seller for legal review, administrative compliance, and the increased contractual risk associated with non-standard terms.

1.3 Superseding Effect

This Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral. No modification of this Agreement is effective unless made in a writing signed by an authorised representative of Seller.

1.4 Predominant Purpose

The Parties agree that the predominant purpose of this Agreement is the sale of Goods, and the Texas Uniform Commercial Code (UCC) shall govern the entire transaction.

1.5 Bifurcation and Scope Limitation

Hawk Precast, LLC sells Goods only and does not provide installation, logistics, placement, or any construction services. Where a transaction involves both the sale of Goods by Hawk Precast, LLC and the provision of services by Hawk Construction, LLC, those obligations shall be governed by separate agreements. No mixed contract, subcontract, or purchase order combining Goods and Services shall bind Hawk Precast, LLC to any service obligation, retainage provision applicable to construction services, or construction law term. If a Buyer's contract attempts to impose such obligations on Hawk Precast, LLC, those terms are expressly rejected pursuant to Section 1.2. Where the total value of a combined Goods and Services transaction exceeds $250,000, Seller reserves the right, at its sole discretion and prior to final payment, to reissue this transaction as separate Goods and Services agreements, regardless of how Buyer's documents are structured.

​

2 Orders, Cancellation, and Returns

 

2.1 Orders

All orders are subject to acceptance by Seller in its sole discretion.

2.2 Cancellation or Modification

Buyer may not cancel or modify an Order (including changes to specifications, quantity, or delivery dates) without Seller's written consent. If Seller agrees to such cancellation or modification, Buyer shall pay to Seller: (i) the contract price for all completed Goods; (ii) all actual costs for work in progress (including engineering and molds); and (iii) a charge equal to the greater of 25% of the affected contract value OR Seller's lost profits on the cancelled or modified portion of the Order.

2.3 Returns

ALL SALES ARE FINAL. Buyer shall not return Goods to Seller without Seller's prior written consent. Approved returns are subject to a minimum 45% restocking fee and all shipping and handling charges.

 

3 Price and Payment

 

3.1 Prices and Quotations

Seller's quoted prices are subject to change without notice, and all quotations expire if Buyer does not accept them within 30 days from the date of issue. All prices are subject to adjustment upon receipt of final site plans and/or specifications. Any claims by Buyer related to billing errors must be made in writing within 10 days from the invoice date, or they are waived. Market Escalation: The Contract Price is subject to adjustment to account for any fluctuation or increase in Seller's costs of production, including increases in raw materials, labour, energy, freight, or as a consequence of any tariff, duty, or governmental action imposed after the date of the quotation. Seller reserves the right to increase prices upon 15 days' written notice, formalised in a written Change Order.

3.2 Taxes

Unless expressly stated otherwise on the applicable Agreement Cover Page or Invoice, all prices are exclusive of any and all taxes. Buyer remains ultimately responsible for paying all applicable taxes related to the sale, use, or delivery of the Goods, whether billed as a separate line item or included in a lump-sum purchase price.

3.3 Payment Terms

Payment schedules, including any required upfront manufacturing deposits, shall be strictly governed by the terms set forth in Exhibit B (Pricing Details) or the applicable Order Confirmation. Unless otherwise specified in Exhibit B, payment for all invoiced amounts is due upon receipt of Seller's invoice. If Seller deems Buyer's credit unsatisfactory at any time, Seller may suspend performance and require advance payment or other security.

3.4 Delay Escalation

Prices quoted are firm for delivery within ninety (90) days of the original scheduled delivery date. If shipment is deferred by Buyer beyond this period, Seller reserves the right to: (i) charge monthly storage fees; and (ii) adjust the Price of the Goods to Seller's then-current rates at the actual time of shipment.

3.5 Late Payments and Disputes

Buyer must notify Seller in writing of any payment dispute within five (5) days of the invoice date. All past-due amounts shall be subject to an interest charge of 1.5% per month or the maximum rate permitted by law, whichever is less. If Buyer fails to make any payment when due, Buyer's entire account shall become immediately due and payable, and Seller may suspend all further performance. Seller expressly reserves the right to elect statutory remedies under the Texas Prompt Payment Act (Texas Property Code Chapter 28) in lieu of or in addition to the contractual remedies stated herein.

​

3.6 Ancillary Service Default

A material breach by Buyer of any ancillary Service Agreement associated with these Goods, including but not limited to the failure to make payment for logistics or placement services, shall constitute a default under this Agreement, entitling Seller to immediately suspend all further performance, withhold delivery, or terminate this Agreement.

3.7 No Retainage or Set-Off

This Agreement and the prices quoted herein do not contemplate the withholding of retainage. Any withholding of amounts due on Goods invoices — whether characterised as retainage, set-off, back-charge, or otherwise — constitutes a material breach of this Agreement and an immediate default, entitling Seller to all remedies available under the Texas UCC, including but not limited to an action for the full Contract Price pursuant to Tex. Bus. & Com. Code §2.709, immediate suspension of all further performance, and enforcement of Seller's purchase money security interest. Seller's rights under this section apply regardless of any claim, dispute, or withholding under any related Services agreement.

3.8 Lien Rights and Security Interest

Seller expressly reserves its right to file liens on property where the Goods are used. As collateral security for payment, Buyer grants Seller a purchase money security interest (PMSI) in all Goods purchased and all proceeds thereof. This security interest persists until full payment is received. Buyer authorises Seller to file any financing statements (including UCC-1) necessary to perfect this security interest, before or within twenty (20) days of delivery of Goods, without further notice or consent of Buyer.

3.9 Funds Held in Trust

Buyer agrees that all funds received by it from any source resulting from the labour or materials supplied by Seller shall be held in trust for the benefit of Seller and shall be promptly paid to Seller.

 

4 Delivery, Title, and Risk

 

4.1 Delivery and Shipping Terms

Unless otherwise specified on the applicable Cover Page, Invoice, or Exhibit B, all sales default to FOB Origin / Will Call, whereby Buyer is responsible for arranging and paying all transportation from Seller's facility in Princeton, Texas. In all cases, the Delivery Point is Seller's facility in Princeton, Texas. Risk of loss passes to Buyer at the Delivery Point per Section 4.2. Hawk Precast, LLC has no liability for logistics, transport, or delivery under any shipping arrangement.

4.2 Title and Risk of Loss

Risk of loss passes to the Buyer at the Delivery Point — the moment the Goods are loaded onto the carrier's truck at Seller's facility. Title to the Goods shall remain with Seller until full and final payment is received.

4.3 Pickup, Storage, and Forfeiture Policy

If Buyer fails to accept delivery within 30 days after Seller notifies Buyer in writing that the Goods are ready, Seller shall be entitled to invoice Buyer for the full Contract Price ('Bill and Hold'). Storage fees shall accrue automatically on the 31st day at a rate of 5% of the purchase price per month (or portion thereof), up to a maximum of 50% of the purchase price.

4.4 Abandonment and Liquidated Damages

If Buyer fails to take delivery within ninety (90) days of the original notification date, the Goods shall be legally deemed abandoned. Seller may, at its sole discretion, dispose of, modify, resell, or destroy the Goods. Seller shall retain all payments previously made by Buyer as reasonable liquidated damages. Abandonment does not relieve Buyer of liability for any remaining unpaid balance.

​

5 Warranties and Liability

 

5.1 Limited Warranty

Seller warrants that for a period of 1 year from the date of shipment ('Warranty Period'), the Goods will materially conform to Seller's specifications and be free from material defects in material and workmanship.

5.2 DISCLAIMER OF ALL OTHER WARRANTIES

THE EXPRESS WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, AND NON-INFRINGEMENT.

5.3 Exclusive Remedy

Seller's sole liability and Buyer's exclusive remedy for any breach of warranty shall be limited to, at Seller's option, the repair, replacement, or credit of the purchase price of the defective Goods. Seller is not responsible for any labour, removal, or installation charges.

5.4 Warranty Exclusions

This warranty is void if the defect results from forces or conditions that exceed the Goods' documented design specifications, or from: seismic activity, soil instability, flood, fire, improper placement or installation, vandalism, impact damage, frost damage, misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, or improper storage. Minor surface variations inherent to precast concrete manufacturing, including hairline cracks, bug holes, colour variation, and surface chips less than 1 inch, are not defects and are excluded from this warranty.

5.5 LIMITATION OF LIABILITY

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

 

6 Buyer's Obligations

 

6.1 Buyer-Furnished Specifications

Seller is not responsible for the adequacy or performance of any design or specifications furnished by Buyer.

6.2 Safety and Compliance

Buyer must provide a safe site for delivery and comply with all applicable laws. Buyer shall maintain all necessary licences and permits.

6.3 Indemnification

Buyer agrees to indemnify, defend, and hold harmless Seller and its affiliates, officers, directors, managers, members, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Buyer's negligent or wrongful acts or omissions; (ii) any conditions present on Buyer's premises; (iii) the acts or omissions of Buyer's employees, subcontractors, or agents; (iv) Buyer's failure to comply with this Agreement or applicable laws; (v) improper storage, handling, modification, installation, or use of the Goods after delivery; and (vi) any third-party claims arising from Buyer's actions or failure to act. This indemnification obligation does not apply to claims caused by Seller's gross negligence or wilful misconduct. Any attempt by Buyer 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.

​

7 Legal Provisions

 

7.1 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 arising out of or relating to the Agreement shall thereafter be settled by binding arbitration administered by the AAA under then-current Commercial Arbitration Rules, before a single arbitrator in McKinney, Collin County, Texas. Texas UCC principles shall apply to all disputes involving the sale of Goods. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL. If this arbitration provision is deemed invalid, 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.

7.2 Inspection, Shortages, and Deemed Acceptance

Buyer shall inspect Goods immediately upon receipt. Buyer shall be deemed to have accepted the Goods as delivered unless Seller receives written notice of visible defects or quantity shortages within five (5) days of delivery. For defects not discoverable by visual inspection ('Latent Defects'), Buyer must provide written notice within ten (10) days of discovery, but in no event later than one (1) year from the date of delivery. Seller shall not be liable if Buyer repairs or alters the Goods without Seller's prior written consent.

7.3 Governing Law

This Agreement shall be governed in all respects by the laws of the State of Texas, including the Uniform Commercial Code as adopted in Texas, without giving effect to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

7.4 Force Majeure

Seller shall not be liable for any failure, damage, or delay in manufacture, shipment, or delivery of Goods resulting from a cause beyond Seller's reasonable control, including acts of God; flood, fire, earthquake, epidemic, or explosion; war, hostilities, terrorist threats, riot, or civil unrest; government order, law, or actions; embargoes or blockades; national or regional emergency; strikes, labour stoppages, or industrial disturbances; telecommunication breakdowns, power outages, or inability or delay in obtaining supplies of adequate or suitable materials. Upon the occurrence of any such event, the time for Seller's performance shall be extended reasonably, and Buyer shall not be entitled to any other remedy.

7.5 No Assignment

Buyer shall not assign its rights or obligations without Seller's prior written consent.

7.6 Cost of Enforcement

If Buyer is in breach, it shall pay all of Seller's costs of enforcement, including reasonable attorneys' fees.

7.7 Entire Agreement and Severability

This Agreement, including all Exhibits and Attachments, constitutes the sole and entire agreement of the Parties with respect to the subject matter herein. No waiver or modification is effective unless in writing and signed by an authorised representative of Seller. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only.