CUSTOMER TERMS & CONDITIONS

The Customer confirms that by physically possessing goods and/or materials supplied by an operating subsidiary of Corner Building Supply LLC., including but not limited to CBS Group LLC, CBS Operations LLC, BFS Texas Sales LLC, Corner Building Supply – Texas Installed Sales, L.P., Spenard Builders Supply LLC, Corner Building Supply Group of California LLC, and/or Corner Building Supply Group of Nevada LLC d/b/a Corner Building Supply (individually and/or collectively referred to as “CBS”), or by accepting related services, the following terms and conditions shall apply to all such goods and/or materials and services (collectively referred to as the “Goods”) detailed on the Invoice or in any other quotation provided to the customer (collectively referred to as the “Invoice”). The parties intend for these terms and conditions to apply to all current and future purchases from CBS as of the date of this invoice, and to retroactively cover any prior purchases. Should there be a conflict between these terms and conditions and those of any other CBS brand, the terms and conditions of the specific brand will take precedence.

1. Unless explicitly stated otherwise in the sections below (including Section 9), if the Customer fails to provide CBS with written notice within fifteen (15) days from the date of this Invoice regarding any objections to the listed Goods, including but not limited to objections that the purchase was unauthorized, or any other objections, all such objections will be considered waived. The Customer relinquishes any and all rights to set off or backcharge that it may claim against CBS, as well as any right to withhold payment to BFS on the basis of a claim of indebtedness from CBS to the Customer. Customer's obligations to make timely payments for this or any other invoice or obligation to CBS shall not be relieved by any claim made against BFS.

2. This Invoice must be paid within ten (10) days following the last day of the month in which it was issued. If payment is not made on time, the account becomes past due. The Customer consents to the stipulation that all amounts overdue by more than 30 days will accrue interest at the highest rate allowable under relevant laws. Furthermore, should an attorney be engaged for collection purposes concerning the account, the Customer agrees to cover reasonable legal fees incurred by CBS as well as any associated costs. Customer also agrees to reimburse CBS for all attorneys’ fees and costs incurred in connection with post-judgment collection efforts and actions.

3. In Bexar County, Texas, the purchase is to be considered fully executed and performed, and it will be governed by and interpreted according to Texas law, excluding its conflicts of law provisions. CBS can initiate legal action against the Customer in any court that has authority over the parties involved. However, the Customer agrees to personal jurisdiction in Texas and accepts that venue is appropriate in any state or county court located in Bexar County, Texas. The Customer acknowledges that this agreement is a significant factor for CBS in deciding to grant credit to the Customer.

4. If any subsidiary or entity connected to the Customer wishes to make a credit purchase from CBS, it must enter into a separate Credit Application/Agreement with CBS. Without this agreement and an Invoice issued to that entity, the terms of this Invoice will apply, and the Customer will be responsible for payment for all Goods shipped by CBS to that entity. Should CBS accept payment of this Invoice from any party other than the Customer, this shall not influence the Customer's liability under this agreement.

5. Customer consents that CBS may identify on this Invoice the lot, unit, or parcel of real property into which the listed Goods are to be incorporated, based on information provided by Customer. Such identification shall be definitive and binding regarding the location or site for the use of such Goods unless Customer provides CBS with a written correction within fifteen (15) days from the date of the Invoice. Customer further agrees that all sales designated as aforementioned to a specific lot, unit, or parcel of real property, from the initial sale to the final sale, shall be considered part of a single supply contract applicable to such lot, unit, or parcel of real property for the purpose of determining any time requirements applicable to CBS's enforcement of any lien or collection rights against such lot, unit, or parcel of real property or other collection rights for such sales.

6. Any waiver or non-enforcement by CBS regarding a breach, default, or term outlined in this Invoice shall not be considered a waiver of any subsequent breach, default, or enforcement of that term unless CBS has provided such a waiver in a written document signed by CBS. If any provision of this Invoice is deemed invalid or unenforceable, all other provisions will remain in full force and effect as if the invalid or unenforceable provision were not included.

7. Unless a modification, amendment, or addition to this Invoice is documented in writing and signed by CBS, it will not be binding on CBS. The terms hereof shall not be altered, amended, or supplemented by any purchase order, contract, or other document provided by the Customer to CBS. Unless the parties agree otherwise, the terms hereof shall prevail over any such documents. CBS may correct typographical, stenographic, arithmetical, and clerical errors. Any alteration or interpretation of the terms hereof shall not reference any course of dealing between CBS and Customer or industry practice. The terms and conditions of any CBS credit agreement or credit application signed by the Customer govern this Invoice. The section headings in this document are for reference purposes only and will not change the terms of this document. CBS shall not bear responsibility or liability for delays caused by factors or situations that exceed its reasonable control. Any Customer action initiated against CBS related to Goods sold must begin within a year of the delivery of those Goods.

8. Unless stated otherwise, all sales under this agreement are F.O.B. at CBS's location(s). The quoted price does not include federal, state, and local taxes (unless they are specifically mentioned) and these will be added to the amounts specified in the Invoice. Goods that are not defective may only be returned with CBS's prior written consent.

9. The Customer has five (5) calendar days from the date of delivery—except in cases involving mold contamination, for which the period is twenty-four (24) hours—to reject any Goods deemed nonconforming. To be valid, the rejection must be submitted in writing to CBS within the applicable time frame, clearly identifying the Goods in question and specifying the nature of the nonconformity. Rejected Goods must be returned to CBS within ten (10) calendar days from the original delivery date. Any Goods not formally rejected within this period will be considered accepted by the Customer. To process a valid rejection, the returned Goods must be accompanied by the original invoice or other proof of purchase. CBS’s physical receipt of returned Goods does not constitute acceptance of the Customer’s claim of nonconformity.

10. Upon receiving the allegedly nonconforming Goods, CBS shall be allowed a reasonable period to inspect and test them. If the Goods are confirmed to be nonconforming, CBS, at its sole discretion, may choose to repair, replace, or issue a refund for the purchase price. If the Customer has no outstanding balance, any refund will be applied as a credit to the Customer’s account.

11. The Customer is solely responsible for selecting the Goods it chooses to purchase, determining the intended use of those Goods, and assessing their compatibility with other materials. The Customer acknowledges that it is not relying on the expertise, recommendations, or judgment of CBS or its employees or agents when selecting products for any specific application, nor for compliance with any particular plans or specifications. CBS makes no representations or warranties, express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, or suitability for any specific use.The Customer agrees that its sole and exclusive remedy for any defective or nonconforming Goods shall be, at CBS’s sole discretion, either the repair or replacement of the Goods, or a refund of the purchase price. All other remedies are expressly waived. Under no circumstances shall CBS be liable for negligence, or for any general, incidental, special, consequential, punitive, or indirect damages—including but not limited to lost profits, lost sales, labor costs, personal injury or death, or property damage—even if CBS has been made aware of the possibility of such damages.While CBS may pass along certain third-party manufacturer warranties to the Customer, CBS shall bear no responsibility or liability under those warranties.

12. The Customer agrees to indemnify, defend, and hold harmless CBS, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, losses, damages (including general, incidental, special, and consequential damages), costs, and expenses—including attorneys’ fees—arising out of or related to the Goods, their delivery, or any related act, error, or omission. This obligation applies regardless of whether such claims are based on negligence, breach of contract or warranty, personal injury, property damage, or any other legal theory, and regardless of whether asserted by the Customer or a third party.The Customer expressly acknowledges that it intends to indemnify CBS even for claims arising from CBS’s own negligence."

13. This purchase order incorporates by reference the requirements of 41 C.F.R. 60-1.4, 60-250 and 60-741, to the extent applicable.