Agreement

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Buyer ("Buyer") and Hawk Precast, LLC ("Seller") acknowledge, understand, and agree that Buyer's Credit Application, if any, the Quotation, if any, the Order Confirmation (the "Confirmation"), if any, and these Standard Terms and Conditions (collectively, the "Agreement") shall collectively form the sole and entire agreement by, under, and pursuant to which Buyer shall purchase from Seller, and Seller shall manufacture and sell to Buyer, the goods described in the Confirmation (or the Quotation if there is no Confirmation) (the "Goods"). This Agreement supersedes any and all prior or contemporaneous oral or written agreements between the parties regarding the same. Any different or additional terms or conditions contained in Buyer's acceptance of the Quotation and/or the Confirmation, or any document or instrument constituting this Agreement, whether by purchase order or otherwise, are hereby objected to by Seller and shall have no effect on, and not become part of, the terms and conditions of this Agreement, whether executed by Seller or not. Additional terms, changes, and alleged subsequent agreements shall not be effective unless and until the same are in writing and signed by Seller's and Buyer's authorised representatives. Buyer's signature to the Quotation and/or the Confirmation, direction to manufacture the Goods, acceptance of delivery of the Goods, or payment for the Goods shall be deemed an acceptance of these Standard Terms and Conditions. Seller may elect not to manufacture or deliver any Goods until Buyer returns a signed copy of the Quotation and/or the Confirmation.

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Delivery and Acceptance

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Delivery of the Goods shall be made pursuant to a delivery schedule agreed to by Buyer and Seller. Seller shall not be deemed to have failed to comply with such schedule for any delay caused by acts of God, acts of civil or military authority, epidemics, war, riot, scarcity of labor, raw materials, or transportation, or any other cause beyond Seller's control; the agreed delivery date(s) shall be extended for a period equal to the duration of the delay. Seller's responsibility for the Goods ceases FOB Seller's facility at 5002 Highway 380, Princeton, Texas 75407 (the "Delivery Point"). Seller does not deliver Goods under any circumstance, whether using Seller's own equipment or a third-party carrier, and no representative of Seller has authority to agree otherwise; Buyer is solely responsible for arranging and paying all transportation from the Delivery Point. Personnel of Seller may assist with loading the Goods onto Buyer's or Buyer's carrier's truck at the Delivery Point as a courtesy only; such assistance does not constitute an assumption of custody, care, or liability for the Goods and does not transfer any responsibility for subsequent handling, transit, or delivery to Seller. The type and quantity of Goods delivered must be inspected by Buyer at the time of loading. Title and risk of loss of the Goods shall remain with Seller until Seller has received payment in full.

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Security Interest and Lien Rights

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Buyer hereby grants Seller a first priority purchase money security interest in all Goods sold under this Agreement — including Goods in process of manufacture and all proceeds thereof — until Seller is paid in full all amounts due. Buyer agrees to execute any documents Seller may require to perfect this security interest, and pre-authorises Seller to file a UCC-1 Financing Statement in the jurisdiction of Buyer's state of organisation. Seller expressly reserves all lien and materialman's rights under Texas Property Code Chapter 53 with respect to the real property where the Goods are incorporated.

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Failure to Give Instructions or Take Delivery

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If Buyer fails to give shipping instructions or otherwise cooperate as needed for delivery, or fails to take delivery, after Seller notifies Buyer the Goods are ready, Seller may treat the failure as a breach and, at its election: (a) sue for the full Contract Price where the Goods, being specially manufactured, cannot be resold after reasonable effort at a reasonable price, holding the Goods for Buyer subject to the right to resell before judgment is collected, with net proceeds credited to Buyer; and/or (b) recover reasonable storage, care, and custody costs incurred after the breach as incidental damages.

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Technical Assistance and Buyer-Furnished Specifications

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In no event shall Seller bear any responsibility for claims arising from technical advice or assistance provided to Buyer. Advice and assistance provided by Seller are for Buyer's guidance only, and Buyer agrees to rely solely on its own architects, engineers, and other technical experts. Seller is not responsible for the adequacy or performance of any design or specifications furnished by Buyer, and Buyer's approval of any engineered shop drawing or design modification supersedes the original specifications and eliminates any claim that Seller failed to comply with them.

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Pricing and Payment

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Unless stated otherwise, prices for the Goods quoted are subject to material availability and shall remain firm for thirty (30) days after the date of the Confirmation (or the Quotation); thereafter prices are subject to change by Seller. Prices are subject to adjustment upon receipt of final site plans and/or specifications.The Contract Price is subject to adjustment at any time after order confirmation to account for any fluctuation or increase in Seller's costs of production, including raw materials, labour, energy, freight, or any tariff, duty, or governmental action, upon fifteen (15) days' written notice formalised as a Change Order — applicable to any undelivered Goods, including later phases of a multi-phase or staged order. Separately, prices are firm for delivery within ninety (90) days of the date Seller notifies Buyer the Goods are ready; if Buyer has not taken delivery by that time, Seller may adjust the Contract Price to its then-current rates as of the date of actual shipment, in addition to any remedies available under Failure to Give Instructions or Take Delivery above. Payment terms are as specified in the Confirmation or invoice; unless otherwise specified, payment is due upon receipt of Seller's invoice, without retention or set-off by Buyer. Any amount not paid in full prior to or at delivery constitutes an extension of credit by Seller to Buyer, subject to Seller's approval of Buyer's credit and any terms, security, or guarantee Seller requires as a condition of that credit. Buyer's obligation to pay Seller will not be delayed or conditioned upon installation of the Goods, Buyer's receipt of payment from any third party, or any dispute between Buyer and the Owner. Seller may require an advance deposit toward the purchase price as a condition of accepting an Order. Past-due amounts will accrue interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is less. Should Buyer fail to pay when due, after ten (10) days' written notice without cure, Seller may: (a) demand assurances of payment, including immediate payment of all amounts then due and payment in advance of all future amounts; (b) suspend future deliveries; (c) exercise its lien and security interest rights; (d) terminate this Agreement; or (e) take such other action as Seller determines necessary to secure its right to payment. Seller may exercise the right of set-off as to any sums owed by Seller and/or its affiliates under any other contract with Buyer and/or its affiliates. If Buyer's financial responsibility or credit standing becomes impaired or unsatisfactory to Seller, Seller may require Buyer to make payment in advance or give satisfactory security or guarantee — including any Guarantee provisions in Buyer's executed Credit Application — and if Buyer fails to do so, Seller may suspend performance or cancel this Agreement. Buyer agrees that all funds it receives from any source resulting from the labour or materials Seller supplied are held in trust for Seller's benefit and shall be paid to Seller within ten (10) business days of Buyer's receipt. Buyer agrees to pay Seller any collection fees, attorneys' fees, and court costs incurred in collecting amounts due.

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Taxes

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In the absence of an exemption or resale certificate reasonably acceptable to Seller and the taxing authority, all federal, state, and local taxes, assessments, fees, duties, and charges levied by reason of this Agreement are in addition to the prices set forth in the Confirmation and shall be the sole responsibility of, and paid by, Buyer.

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Limited Warranty and Liability Disclaimer

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Seller warrants that for a period of one (1) year from the date of delivery, the Goods will materially conform to Seller's specifications and be free from material defects in material and workmanship. This warranty is void if the defect results from forces exceeding the Goods' documented design specifications, or from seismic activity, soil instability, flood, fire, improper placement or installation, vandalism, impact damage, frost damage, misuse, modification, unsuitable environment, or improper maintenance or storage. Minor surface variations inherent to precast manufacturing — including hairline cracks, bug holes, colour variation, and surface chips under one (1) inch — are not defects and are excluded from this warranty. Seller is not responsible for installation or defective conditions caused by installation. Buyer's exclusive remedy for breach of this warranty shall be, at Seller's option, a refund of the purchase price, or repair or replacement of the defective Goods; Seller is not responsible for removal or installation costs. THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES, AND SELLER DISCLAIMS, AND BUYER WAIVES, ALL OTHER WARRANTIES, WHETHER WRITTEN, VERBAL, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR HABITABILITY.

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Limitation of Liability

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Seller's liability on any claim for loss or damage arising from this Agreement, or the fabrication or sale of any Goods, whether based on contract, warranty, tort, or other grounds, shall not exceed the price of the Goods actually received from Buyer under this Agreement with regard to which the claim is made. Neither party will be liable to the other, or any third party beneficiary, for special, consequential, incidental, punitive, or other indirect damages of any kind, including loss of profits, loss of use, cost of substitute goods, or downtime costs.

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Indemnification

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To the fullest extent permitted by law, each party agrees to indemnify, defend, and hold harmless the other party and its affiliated companies, officers, directors, employees, and agents from all claims, damages, losses, and expenses (including attorneys' fees) to the extent arising from injury, death, or destruction of property caused by the negligent acts or omissions of the indemnifying party, its employees, or any subcontractor or supplier it controls; provided that no obligation to indemnify arises from the negligence or wilful misconduct of the indemnitee.

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Assignment

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Neither party shall assign this Agreement or any interest herein without the prior written consent of the other party, and any attempted assignment without such consent shall be void.

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Notice

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Any notice required to be sent to Seller shall be in writing and sent by Certified Mail, postage prepaid, to Hawk Precast, LLC, 5002 Highway 380, Princeton, Texas 75407. Any notice required to be sent to Buyer shall be in writing and sent by Certified Mail, postage prepaid, to Buyer's office set forth on the Confirmation.

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Severability

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If any term, provision, covenant, or condition of this Agreement is held invalid, void, or unenforceable by a court of competent jurisdiction, the remainder shall remain in full force and effect. Each term shall be construed according to its fair meaning and not strictly for or against any party.

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Venue and Choice of Law

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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, with costs shared equally. Any unresolved controversy shall be settled by binding arbitration administered by the AAA under its then-current Commercial Arbitration Rules, before a single arbitrator in McKinney, Collin County, Texas, applying Texas UCC principles to all Goods disputes. This Agreement is governed in all respects by the laws of the State of Texas, including the Uniform Commercial Code as adopted in Texas, without regard to conflict of laws principles. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If this arbitration provision is deemed invalid, venue lies exclusively in the state and federal courts of Collin County, Texas, to which each Party irrevocably consents.

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Waiver

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Failure or inability of either party to enforce any right hereunder shall not waive any right with respect to any other or future right or occurrence.

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Corrections

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Seller reserves the right to correct typographical or clerical errors appearing in the Quotation, the Confirmation, or other documents constituting the Agreement.