TERMS & CONDITIONS

View Con Forms Terms & Conditions of Sale

TERMS & CONDITIONS OF SALE

UPDATED 6/19/2025

any duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority now in effect or hereafter enacted (“ Taxes ”) and applicable to the sale of Goods to Buyer, unless Buyer provides a tax exemption satisfactory to Seller. Such taxes shall be for the account of Buyer, and shall be paid by Buyer in addition to the prices quoted or invoiced either to Seller or to the appropriate government authority, as the law requires. Seller may, from time to time, provide recommendations to Buyer for Harmonized Tariff Schedule (HTS) coding. Any HTS recommendation provided by Seller is solely a recommendation based off the U.S. Customs and Border Protection Policy, and Buyer is solely responsible for the HTS submitted to importing countries and the local HTS designations and rulings. Buyer shall indemnify and hold Seller harmless from and against any and all penalties, fines, or other liabilities or charges associated with Buyer's HTS reporting and any failure to pay such Taxes as required hereunder.

STANDARD TERMS AND CONDITIONS OF SALE

The following standard terms and conditions (these “ Terms and Conditions ”) shall govern the sale by Construction Forms, Inc., or any of its subsidiaries, affiliates or unincorporated divisions (each individually a “ Seller ”) of the goods (“ Goods ”) to buyer (“ Buyer ”) , which Goods are identified in the document to which these Terms and Conditions are attached. The Contract Documents (as defined below), together with these Terms and Conditions, are referred to herein as, and upon acceptance by Buyer will constitute, the “ Agreement ”. 1. ACCEPTANCE; FORMATION OF CONTRACT. Any sales quotation, order confirmation, or similar document issued by Seller to Buyer and any purchase order, proposal, acknowledgment, similar document, or written acceptance by Buyer to Seller (each, a “ Contract Document ” and collectively the “ Contract Documents ”) shall constitute an offer by Seller to sell the Goods to Buyer (and not an acceptance of any offer to buy) subject to these Terms and Conditions. Buyer can only accept Seller’s offer to sell by accepting, unconditionally, the express terms of these Terms and Conditions. Issuance of a purchase order or similar Contract Document from Buyer to Seller for the Goods described in any Contract Document provided by Seller to Buyer shall be deemed an acceptance by Buyer on the terms and conditions set forth herein. Any proposal by Buyer for additional, different, or conflicting terms or any attempt by Buyer to vary in any degree any of the terms of these Terms and Conditions, whether through the issuance of a purchase order, e-mail exchange, or otherwise, is hereby expressly objected to and rejected by Seller. In such case, no contract is formed, and Seller’s offer to sell the Goods to Buyer is automatically withdrawn. 2. NO ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS. Buyer shall not propose any terms or conditions in its acceptance that change, to any extent, these Terms and Conditions. Accordingly, any additional, different, or conflicting terms set forth in Buyer’s purchase order, proposal, acknowledgment, similar document, or written acceptance that Buyer sends in response to the Contract Documents or these Terms and Conditions, or that Buyer has sent to Seller in connection with the Contract Documents or these Terms and Conditions, are hereby expressly rejected and are null and void. These Terms and Conditions constitute the complete and exclusive statement of the terms and conditions of the Agreement between Buyer and Seller, supersede any additional, different, or conflicting terms in Buyer's purchase order, proposal, acknowledgment, similar document, or written acceptance, and may be modified only by a written instrument executed by both parties. 3. TERM. The term of the Agreement shall commence at the time of Buyer’s acceptance of any Contract Document and shall continue until the Agreement has been fully performed by the parties. These Terms and Conditions shall continue to govern the relationship of the parties notwithstanding the expiration or termination of any Contract Document. 4. PRICE; TAXES; TARIFFS. The Goods covered by the Agreement shall be sold and invoiced at Seller’s prices and charges as agreed to in the Agreement or otherwise agreed to in writing by Seller and Buyer. Seller’s invoice for the prices of the Goods may include a charge for all federal, state, local, sales, use, gross receipts, gross income, manufacturer’s, occupation, excise or value added taxes, or

PAYMENT TERMS; NO SETOFF.

A. Full payment shall be made within thirty (30) days after shipment, subject to approval by Seller’s credit department. An interest charge of one and one-half percent (1½%) per month shall be added to past due balances. B. If Buyer delays shipment for any reason, payment therefore shall become due as if shipment had been timely made and Seller reserves the right to demand such payment. C. Buyer shall not be entitled to deduct, counterclaim or set off against the price of such Goods or any other amount owing under the Agreement with respect to any claim or alleged claim Buyer may have arising out of the Agreement or any other transaction with Seller. D. Any remittances received by Seller’s bank or other depository of Seller in connection with the Agreement will be received by such bank or other depository solely as a clearing agency. Such receiving bank or depository has no authority to determine whether or not the amount remitted constitutes payment in full. Remittances marked to indicate “payment in full” or other similar expressions may be deposited by such bank or depository notwithstanding such markings, and such deposit shall not indicate Seller’s acceptance of the remittance as payment in full and shall not otherwise be treated as an election by, or an impairment of any of the rights of, Seller unless expressly agreed in writing by Seller. 6. CREDIT. Seller may, upon becoming insecure regarding Buyer’s performance of its payment obligations under the Agreement, limit or cancel the credit of Buyer in any manner, and as a consequence, may demand payment in cash before delivery of any unfilled portion of the Agreement, and may demand adequate assurance of Buyer’s due performance of the Agreement. Upon making any such demand, Seller may suspend its performance under the Agreement until Buyer has provided such assurance. If, within thirty (30) days from the date of such demand, Buyer fails to agree and comply with such different terms of payment, and/or fails to give such adequate assurance of due performance, Seller may, in its sole discretion, treat such failure or refusal as a repudiation by Buyer of the portion of the Agreement not then fully performed, whereupon Seller

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may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable. These rights are in addition to any and all other rights Seller has under the Agreement, at law, or in equity, relating to Buyer’s default in the performance of its obligations under the Agreement. 7. DELIVERY AND SHIPMENT. Seller will make every effort to meet specified delivery dates, but shall incur no penalty or liability for failure to do so. Delivery of Goods to a carrier at Seller’s plant or other loading point shall constitute delivery of the Goods to Buyer, and Buyer shall bear the risk of loss, damage or shortage occurring during transit. Buyer shall report to the carrier all claims for loss, damage or shortage occurring during transit, and file all claims related thereto. 8. STORAGE. If Goods are not shipped within fifteen (15) days after notification to Buyer that the Goods are ready for shipping, for any reason beyond Seller’s reasonable control, including, but not limited to, Buyer’s failure to give shipping instructions, Seller may store such goods at Buyer’s ri sk in a warehouse or yard or upon Seller’s premises, and Buyer shall pay all handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefor. 9. TITLE. Title to the Goods shall pass from Seller to Buyer F.O.B. Seller’s shipping dock . Regardless of any other interest which it may have, Seller shall retain a security interest in the Goods until payment in full has been received. The Goods shall remain personal property regardless of degree or manner of attachment to realty until payment in full has been received by Seller. 10. LIMITED WARRANTY. Seller warrants that the Goods furnished to Buyer will be free from defects in material and workmanship for a period of one (1) year after the date of either Seller’s Order Confirmation or invoice, whichever date is the first to occur. THE WARRANTY SET FORTH IN THE PRECEDING SENTENCE IS SELLER’S SOLE AND EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE WARRANTY SET FORTH HEREIN IS CONDITIONED UPON (i) PROPER INSTALLATION AND MAINTENANCE OF THE GOODS, (ii) THE GOODS NOT BEING SUBJECT TO CONDITIONS BEYOND DESIGN LIMITS, (iii) THE GOODS IN ALL RESPECTS HAVING BEEN MAINTAINED AND INSTALLED IN A NORMAL AND PROPER MANNER, AND (iv) THE GOODS NOT HAVING BEEN SUBJECTED TO ALTERATION, ABUSE, HEAVY OPERATION, OR MISUSE. FOR THE AVOIDANCE OF DOUBT, IF ANY OF THE ITEMS IN (i) - (iv) ABOVE SHALL OCCUR, SELLER’S LIMITED WARRANTY IS VOIDED.

respect to which any warranty claim is made. Seller shall be given a reasonable opportunity to inspect any alleged defects in the Goods before any corrective work is undertaken by Seller. Buyer’s sole remedy and Seller’s sole obligation with respect to Seller’s limited warranty under the Agreement is expressly and exclusively limited to repairing or, at Seller’s option, replacing free of charge at Seller’s fabricating plant any G oods proven defective under normal use and service. THE REMEDY PROVIDED ABOVE IS BUYER’S SOLE AND EXCLUSIVE REMEDY FOR SELLER’S BREACH OF ITS LIMITED WARRANTY OBLIGATIONS HEREUNDER. B. Limitation of Liability. IN THE EVENT OF A BREACH OF SELLER’S LIMITED WARRANTY, SELLER SHALL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITIES OR OBLIGATIONS OTHER THAN THE OBLIGATION OF REPAIR OR REPLACEMENT. IN THE EVENT OF ANY OTHER BREACH OF THE AGREEMENT BY SELLER, SELLER’S MAXIMUM LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID TO SELLER FOR THE AFFECTED GOODS PURCHASED BY BUYER. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, (i) SELLER SHALL NOT BE LIABLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITIES OR OBLIGATIONS WHATSOEVER ARISING UNDER, ANY TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER THEORIES OF LIABILITY WITH RESPECT TO GOODS SOLD BY SELLER HEREUNDER, and (ii) SELLER SHALL NOT BE LIABLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONTINGENT DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF SELLER ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER FURTHER EXPRESSLY DISCLAIMS ANY LIABILITY FOR (i) PROPERTY OR PERSONAL INJURY DAMAGES, (ii) DAMAGES FOR LOSS OF PROFITS OR REVENUES, OR LOSS OF USE OF GOODS OR ANY ASSOCIATED EQUIPMENT, (iii) COST OF REPLACEMENT POWER, (iv) DAMAGES FOR INCREASES IN CONSTRUCTION COSTS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES , DOWN-TIME, SHUT-DOWN, OR SLOW-DOWN COSTS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, OR (v) CLAIMS OF BUYER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES. 12. CHANGES. Seller reserves the right to make changes or adjustments, including cancellations, in specifications and drawings, shipping instructions, quantities of Goods, and delivery schedules. If any such change or adjustment causes an increase or decrease in cost of Goods to be delivered under, or time required for performance of, the Agreement, then Seller shall make an equitable adjustment in the price

11. LIMITATION OF REMEDIES AND LIABILITY.

A. Remedies. No claim for any breach of warranty herein will be considered unless delivered in writing to the Seller within one-hundred-eighty (180) days after the date of delivery of the first shipment of Goods with

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or the delivery schedule of such Goods, or both. Buyer shall have the right to review any such change or adjustment, and reject such change or adjustment, for a period of thirty (30) days after receipt of notice of such change or adjustment. If Buyer does not send Seller written notice of Buyer’s rejection of such change or adjustment within such 30-day period, Buyer shall be deemed to have accepted such change or adjustment, and Seller may proceed with such change or adjustment.

of a Force Majeure Event that affects Seller ’ s ability to supply the total quantity of Goods required or otherwise perform under the Agreement, Seller shall allocate its available supply of such Goods (without any obligation to purchase similar Goods from other sources) on a fair and equitable basis among Buyer and those other customers to whom Seller was contractually obligated to supply such Good at the time the Force Majeure Event arose. 15. BUYER FURNISHED MATERIAL. Seller takes no responsibility for and makes no warranties to Buyer for furnished material provided by Buyer prior to or after fabrication. If Buyer fails, with or without cause, to furnish Seller with specifications or instructions for, or refuses to accept deliveries of, any of the Goods sold under the Agreement, or is otherwise in default or breach of, or repudiates all or any part of, the Agreement, or fails to pay when due any invoice under the Agreement, then, in addition to any and all remedies allowed by law, Seller, without notice: (i) may bill and declare due and payable all undelivered Goods under the Agreement, or (ii) may defer shipment under the Agreement until such default, breach or repudiation is removed, or (iii) may cancel any undelivered portion of the Agreement or any other contract in whole or in part, in each case under items (i), (ii) or (iii) above without any liability to Seller. Buyer shall remain liable for all damages suffered or incurred by Seller in connection with any such circumstances referenced above. 17. CONFIDENTIALITY. Buyer shall keep confidential all information, drawings, specifications, sketches, models, samples and other data furnished by Seller, or prepared by Seller specifically in connection with the performance of the Agreement, and shall not divulge or use such information, drawings, specifications, sketches, models, samples or other data for any purpose other than as necessary in connection with the Agreement or as required by law or judicial order. Buyer shall not make copies or permit copies to be made of any such information, drawings, specifications, sketches, models, samples, or other data without the prior written consent of Seller. For the avoidance of doubt, Buyer shall not, under any circumstances, utilize any information, drawings, specifications, sketches, models, samples and other data furnished by Seller, or prepared by Seller, in connection with purchasing or otherwise obtaining any parts, products, or similar Goods from a third-party. The obligations under this Section 17 will survive the cancellation, termination or completion of the Agreement for a period of five (5) years. 16. RIGHTS AND REMEDIES. 18. GOVERNING LAW; JURISDICTION AND VENUE. The Agreement shall be governed exclusively by the Federal laws of the United States of America, to the extent applicable, and by the internal laws of the State of Wisconsin, excluding Wisconsin conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. Each party irrevocably agrees that any legal action or proceeding seeking the enforcement or interpretation of the Agreement or these Terms and Conditions shall be brought exclusively in the courts of the State of Wisconsin in Ozaukee County, Wisconsin or the Federal District Court for the Eastern District of Wisconsin in Milwaukee, Wisconsin. Each party hereby irrevocably submits itself to the jurisdiction of any such courts, and waives any objection it may now or hereafter have to the placing of venue in any such courts and waives any right to

13. CANCELLATION AND RETURNS.

A. Cancellation. Buyer may not cancel this order without Seller's consent. In the event of cancellation, Buyer shall reimburse Seller for all costs incurred by Seller in performing the order, including Seller standard overhead, re-stocking fees, and administrative costs to which shall be added a reasonable allowance for profit. Seller reserves the right to immediately cancel the Agreement, without liability, in the event of the happening of any the following: (i) insolvency of Buyer; (ii) the filing of a voluntary petition in bankruptcy by Buyer; (iii) the filing of an involuntary petition to have Buyer declared bankrupt; (iv) the appointment of a Receiver or Trustee for Buyer; (v) the execution by Buyer of an assignment for the benefit of creditors; (vi) the taking of possession of any substantial part of Buyer’ s property by any government agency; or (vii) the suspension of Buyer’ s usual business. If Buyer breaches any of the terms of the Agreement, Seller reserves the right, without any liability, to cancel the Agreement in whole or in part, by written notice to Buyer. If Seller elects to cancel the Agreement under this Section 13(A), Seller shall provide to Buyer all reasonable costs incurred to date by Seller in Seller’s performance of the purchase order and submit a termination claim to the Buyer within sixty (60) days of the notice of termination. Upon receipt of such notice and termination claim, Buyer shall promptly pay to Seller all such reasonable costs incurred by Seller.

Returns. Goods may only be returned to Seller with the prior written consent of Seller. All such returned Goods must be securely packaged by Buyer and returned to Seller without damage, and any cost incurred by Seller to put such returned Goods in marketable condition will be charged to and paid by Buyer.

14. FORCE MAJEURE. Seller shall not be liable, directly or indirectly, for any failure or delay in performance of all or any part of the Agreement where such failure or delay arises out of or results from any cause beyond Seller’s control or beyond the control of Seller’s suppliers or contractor, including, but not limited to, acts of God and nature, intervention of government, tariffs, war or threat of war, conditions similar to war, acts of terrorism, sanctions, blockades, embargoes, strikes, lockouts, pandemics or other causes or circumstances which cannot reasonably be prevented by Seller (each a “ Force Majeure Event ”). IN NO EVENT SHALL SELLER, IN THE OCCURRENCE OF A FORCE MAJEURE EVENT, BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONTINGENT DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF SELLER SHALL BE ADVISED BY BUYER OF THE POSSIBILITY THEREOF. Upon the occurrence

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remove any such action or proceeding to another court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION RESULTING FROM, ARISING OUT OF, RELATING TO, OR OTHERWISE IN CONNECTION WITH THE AGREEMENT. 19. DISPUTE RESOLUTION. In the event of any dispute arising out of or relating to the Agreement, representatives of the parties shall meet promptly in a good faith effort to resolve the dispute without resort to arbitration or court proceedings. If the dispute is not resolved by the parties within thirty (30) days after the representatives’ first meeting, then either party, by written notice to the other, may request mediation. Mediation shall be conducted virtually or in a physical location mutually agreed upon by the parties. If mediation is not timely requested or does not end in resolution of the dispute, then the parties agree to resolve the dispute through binding arbitration, to be conducted before a single arbitrator in Ozaukee County, Wisconsin, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, Seller shall not be required to pursue mediation or arbitration under this Section 19 in connection with claims brought by Seller against Buyer arising out of Buyer's failure to pay for any Goods in whole or in part. 20. AUTHORITY; BINDING EFFECT. Seller and Buyer represent and warrant to each other that each has entered into the Agreement through its duly authorized representative(s), and that the Agreement is a binding agreement enforceable according to its terms. The Agreement shall be binding upon, and inure to the benefit of, each party and its successors and permitted assigns.

transfer these Terms and Conditions/the Contract Documents/the Agreement to a successor in the event of a merger, sale of equity interests, sale of all or substantially all assets, or other change of control transaction. 24. WAIVER. Waiver by either party of any provision of the Agreement or of a breach by either party of any provision of the Agreement shall not be deemed a waiver of future compliance with the Agreement and such provision, as well as all other provisions of the Agreement, shall remain in full force and effect. 25. AMENDMENT OR MODIFICATION. The Agreement may only be amended, modified, supplemented or canceled in a written document signed by Seller and Buyer. The signature of one party hereto shall be insufficient to modify the terms of the Agreement. 26. SEVERABILITY. If any provision of the Agreement shall be held to be unenforceable or invalid, such provision shall be ineffective to the extent of such prohibition or invalidity, and the balance of the Agreement shall remain in full force and effect. The headings of the Sections contained in these Terms and Conditions are solely for the purpose of reference, are not part of the agreement of the parties, and shall not affect the meaning or interpretation of these Terms and Conditions. For purposes of these Terms and Conditions, ( a) the words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the words “ but not limited to ”; (b) the word “ or ” is not exclusive and shall be deemed to include one or more or all of the items to which any reference is made; and (c) t he words “ herein ,” “ hereof ,” “ hereby ,” “ hereto ” and “ hereunder ” refer to the Agreement as a whole. Unless the context otherwise requires, references herein to an agreement or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof. Any interpretation of the Agreement shall be construed consistently by and against both parties, and shall not be construed against the draftsperson hereof. 27. INTERPRETATION.

21. ENTIRE

AGREEMENT;

SURVIVAL

OBLIGATIONS. These Terms and Conditions, the Contract Documents, and the Agreement sets forth the entire agreement between Seller and Buyer with respect to the subject matter hereof and thereof. There are no promises, representations, warranties, terms, conditions, provisions, or other understandings of any nature whatsoever, express or implied, which are not set forth in the Agreement. Any modification or alteration of the Agreement shall be effective only if set forth in a writing duly executed by authorized representatives of each party. 22. NOTICE. Unless otherwise agreed to by the parties, all notices shall be in writing and shall be deemed effective when received by either (i) registered mail, (ii) certified mail, return receipt requested, (iii) overnight mail, or (iv) by e- mail, facsimile or other electronic transmission with confirmation of receipt, in each case addressed to the party to be notified at the following addresses set forth below in this Section 22, or to such other address as such party shall specify by like notice hereunder. The physical address for such notices and communications shall be the party’s corporate headquarters, and the e-mail address for such notices and communications shall be the e-mail address utilized by each party to communicate the Contract Documents and the Agreement. 23. ASSIGNMENT. The Agreement and the parties’ rights and obligations hereunder may not be assigned or otherwise transferred by either party hereto except with the prior written approval of the other party. Notwithstanding the foregoing, Seller may, without Buyer’s consent, assign or

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