Terms and Conditions

FOR SALE OF SERVICES AND EQUIPMENT

PART I - THE ORDER

1. Services and Equipment

DURASTONE CONSTRUCTION LLC (“Supplier”) shall perform the Services and/or supply the Equipment to the undersigned Customer in accordance with these Terms and Conditions, the attached Proposal and the attached Customer Specifications (if any), which constitute the full and complete agreement between the parties (the “Order”).

2. Additional Services

Any other work requested by the Customer and not specifically described under “Equipment and Services” shall be considered “Additional service” and will be conducted on a mutually agreed upon basis. When such work is requested, DURASTONE CONSTRUCTION LLC will submit an estimate of the cost to the Customer for approval prior to commencement.

3. Schedule

The Services and Equipment will be delivered in accordance with the Schedule stated in the Proposal.
If Supplier is delayed at any time in the commencement or progress of the Services or delivery of Equipment by an act or neglect of the Customer or of a separate contractor employed by the Customer, or by changes to the Order, or by other causes beyond the reasonable control of Supplier, then the Schedule shall be extended commensurate with the delay.

4. Price

The undersigned Customer agrees to pay the Price indicated in the attached proposal for the Order.
All supplies, equipment, tools, labor and transportation necessary to perform the Services are included in the Price, unless otherwise stated in the Proposal. Customer is responsible for all sales, use or other taxes, duties, tariffs or customer charges on the Order. The proposal indicates whether such taxes are included in the Price or will be invoiced separately. If Customer is exempt from such taxes, it will furnish the Supplier with a valid tax exemption certificate.

5. Payment

Payment of all invoices is due seven (7) days following the date of each Invoice, unless otherwise
noted on the invoice, and is to be made in US funds. Payments due and unpaid under the Order shall be subject to an added service fee of 1% per week from the date payment is due. Payment shall be made to DURASTONE CONSTRUCTION LLC.

6. Descriptions of Equipment

Unless otherwise indicated in the Proposal or Specifications, the Equipment is supplied with the Supplier’s standard design, components, colors and finishes. Customer grants Supplier a security interest in the Equipment to secure any and all obligations of Customer to Supplier, including the purchase price under this Agreement and any change orders or other amounts which are owed by
Customer to Supplier. Unless otherwise stated in the Proposal, all goods and Equipment are delivered Free Carrier (Incoterms 2010) to Customer’s work site as indicated in the Proposal, with all costs and liabilities borne by Customer.

7. Acceptance

Acceptance of this order by the Customer shall be deemed effective upon Customer’s signature
below, other written acknowledgement of the Order, or Supplier’s commencement of the Services.

8. Staffing

Supplier reserves the right to assign personnel on an as-needed basis and engage with subcontractors and industry partners as needed to complete the Services.

PART II - WARRANTY

1. Warranty

Supplier warrants that it will perform all Services in a good, workmanlike and professional
manner, in accordance with the Proposal and Specifications. Supplier warrants that the Services and
Equipment will be free from defects in material and workmanship for a period of one year from the date of shipment of completion, as applicable. There is no warranty against abuse, misuse, wear and tear, rust, corrosion or other damage caused by exposure to water, salt, chemicals or UV. This warranty is in lieu of any other express or implied warranty, including any implied warranty of merchantability or fitness for any particular purpose. Customer’s exclusive remedy against Supplier shall be for the repair or replacement of defective Equipment, at Supplier’s option, and repair of defective Services.

2. Compliance

Supplier shall comply with all laws and regulations applicable to Services, including applicable
safety and security policies. When directed by Customer, Supplier will apply, at Customer’s expense,
for all approvals and permits required by governmental and quasi-governmental authorities having jurisdiction over the performance of Services.

PART III - GENERAL

1. Insurance and Indemnification

Supplier maintains insurance covering its operations through commercially reasonable insurance policies of its own selection. Certificates of insurance are available upon request. Supplier agrees to indemnify and hold harmless Customer from all claims, actions, suits and damages due to injury to persons or property to the extent caused by willful acts of Supplier. In no event, whether as a result of breach of contract, warranty, tort (including negligence of any degree), patent infringement, indemnity or otherwise shall Supplier or its subcontractors or suppliers be liable for any pure financial loss, consequential or indirect damages including but not limited to: lost profit or revenue, loss of business, loss of use of the goods or system, facilities, services, downtime costs, costs to prevent or mitigate these kind of damages or claims from the Customer’s business relations regarding such losses or damages. The maximum aggregate liability of Supplier under this Order shall not exceed the Price. Customer agrees to indemnify and hold Supplier harmless from any and all claims, liabilities, demands, actions, suits, costs and expenses arising from or related to Customer’s negligent or willful acts or omissions or breach of this Order.

2. Maximum Supplier Liability

The maximum aggregate liability of Supplier under this Order shall not exceed the Price.

3. Default and Termination

Customer shall have the right to cancel this Order in whole or in part upon thirty (30) days written notice to Supplier. As a condition of such cancelation or termination, Customer shall be obligated to pay Supplier’s reasonable costs and expenses incurred or committed prior to the date of such termination or cancellation in respect to all performance by Supplier, plus a reasonable allowance for Supplier’s anticipated profit, which shall be paid to Supplier immediately upon receipt of its invoice. Other than as described above, Customer’s cancelation of this Order, failure to make any payment when due, insolvency or assignment for the benefit of creditors, or material breach of this Order shall constitute a default authorizing Supplier to suspend the performance of its obligations under this Order until the default is cured. If such default is not cured within fourteen (14) days after Supplier gives Customer written notice of default, then Supplier may terminate this order and Customer shall
be liable for any damages sustained by Supplier arising from such default, including Supplier’s anticipated profit from this Order and its reasonable legal fees and expenses. Termination of this Order for any reason will not affect (i) any right or obligation of any party which accrued or vested prior to such termination, or (ii) any continuing obligation, liability or responsibility of Order which would otherwise survive termination of this Order, including without limitation Customer's payment
obligations.

4. Dispute Resolution

For any dispute regarding the interpretation, performance, or in any way arising from this Order, the parties agree to seek resolution of such dispute through good faith participation in mediation. If
mediation is unsuccessful, the parties agree to binding arbitration conducted pursuant to the rules of the American Arbitration Association by a single arbitrator as mutually agreed by the parties.

5. Miscellaneous.

If any provision of this Order is held illegal, invalid or unenforceable under present or future Applicable Law, such provision will be fully severable and this Order will be construed and enforced as if such illegal, invalid or unenforceable provision were not a part of this Order. The parties acknowledge that each party has reviewed this Order and had an opportunity to have legal counsel review this Order and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Order or any amendments or exhibits hereto. This Order constitutes the entire agreement between the parties.
Any representations, promises, warranties or statements made by either party which differ from the
terms of this Order shall be given no force or effect. This Order shall be governed and construed in
accordance with the laws of the State of Florida without regard to its conflict with laws principles. The waiver by either party of a breach or default under this Order shall not constitute a waiver of any subsequent breach or default, or nullify the effectiveness of any provision of this Order. Neither party shall assign or transfer its rights under this Order without the written consent of the other party. Neither party shall be liable for any delays in the performance of any obligations of this Order due to causes beyond its reasonable control, including fires, strikes, wars, riots, terrorist acts, acts of civil or military authorities, acts of God, judicial action, unavailability or shortage of materials or equipment, failures or delays in delivery of vendors or suppliers or delays in transportation.