TERMS AND CONDITIONS OF SALE

Effective Date: September 22, 2026

These Terms and Conditions of Sale ("Terms") apply to all quotations, orders, purchase orders, sales, and deliveries of goods, materials, components, trusses, engineered wood products, and other products (collectively, the "Goods") sold by Truswood Inc., a North Carolina corporation ("Seller") to the purchaser identified in Seller's quotation, order acknowledgment, invoice, or other applicable sales document ("Buyer"). These Terms, together with Seller's applicable quotation or order acknowledgment, constitute the agreement between Seller and Buyer (the "Agreement").

1. SCOPE OF WORK; DESIGN RESPONSIBILITY; BUYER-SUPPLIED INFORMATION

Seller is not the project architect, engineer of record, building designer, general contractor, or other design professional responsible for the overall project or structure. Seller has not undertaken to examine or verify the overall architectural, engineering, structural, code, construction, or design requirements of any project into which the Goods will be incorporated, except to the limited extent expressly stated in Seller's quotation or order.

Buyer acknowledges that Seller has not been retained to perform such services.

Any engineered data, truss design drawings, shop drawings, placement drawings, or similar documents prepared or furnished by Seller (collectively, the "Shop Drawings") are provided solely for the limited purpose of describing or facilitating the manufacture of the Goods and shall not be interpreted as Seller's approval, certification, representation, or warranty concerning the overall design, engineering, structural integrity, code compliance, constructability, or suitability of the project.

Buyer is solely responsible for providing Seller with complete, timely, and accurate plans, specifications, dimensions, field conditions, loading information, design criteria, building information, and other information necessary for Seller to manufacture the Goods. Seller shall be entitled to rely upon information furnished by Buyer or by Buyer's owner, architect, engineer, contractor, subcontractor, employee, agent, or other representative without independent verification.

Buyer shall promptly review all Shop Drawings furnished by Seller. Buyer's written approval of the Shop Drawings constitutes Buyer's confirmation that the dimensions, quantities, configurations, openings, bearing locations, design criteria, and other information shown thereon are consistent with the information and requirements furnished to Seller.

Seller shall have no responsibility for errors, omissions, delays, additional costs, or damages resulting from inaccurate, incomplete, inconsistent, or untimely information furnished by or on behalf of Buyer.

Seller's responsibilities are expressly limited to those stated in the Agreement, and nothing contained in any Shop Drawing or other document furnished by Seller shall expand Seller's scope of work.

2. ORDERS; BUYER'S TERMS; MODIFICATIONS AND CANCELLATION

Any purchase order or other order submitted by Buyer, whether written, electronic, oral, or otherwise, shall constitute Buyer's offer to purchase the Goods subject exclusively to these Terms and Seller's applicable quotation or order acknowledgment. Seller shall be bound only upon issuance of a written order acknowledgment, commencement of fabrication, or other written acceptance by an authorized representative of Seller. Seller’s acceptance is expressly conditioned upon the availability of materials, production capacity, credit approval, receipt of required deposits, approval of Shop Drawings, and Buyer’s agreement to these Terms.

Any terms or conditions contained in Buyer's purchase order, subcontract, acceptance, acknowledgment, or other document that are additional to, different from, or inconsistent with these Terms are rejected and shall not become part of the Agreement unless expressly accepted in a writing signed by an authorized representative of Seller.

No addition, modification, amendment, waiver, or cancellation of an order shall be binding upon Seller unless approved by Seller in writing.

Buyer may not cancel an order without Seller's prior written consent. If Seller permits cancellation, Buyer shall pay all costs and expenses incurred or committed by Seller through the date Seller receives and accepts Buyer's cancellation request, including, without limitation, engineering and design costs, administrative expenses, labor, materials, fabrication costs, supplier commitments, freight, storage, restocking charges, and other costs attributable to the order, plus twenty percent (20%) of such costs.

Notwithstanding the foregoing, custom, specially manufactured, or completed Goods may, at Seller's option, be noncancelable and nonreturnable, and Seller may require payment of the full purchase price for Goods that have been substantially or fully fabricated.

3. LIMITED WARRANTY

Seller warrants that, for a period of one (1) year from the date of delivery, Goods manufactured by Seller will be free from material defects in workmanship and materials and will materially conform to the final Shop Drawings approved by Buyer, subject at all times to the limitations set forth in Paragraph 1 (the “Limited Warranty”).

This Limited Warranty applies only to Goods manufactured by Seller. Goods, materials, components, or other items not manufactured by Seller are warranted only to the extent of any warranty provided by the applicable manufacturer. Seller makes no independent warranty with respect to such items and, except for any applicable manufacturer's warranty, such items are sold "AS IS." Upon Buyer's written request, Seller will furnish Buyer with any applicable manufacturer's warranty in Seller's possession.

This Limited Warranty does not apply to any defect, damage, failure, loss, or nonconformity resulting from or relating to: (a) improper handling, unloading, storage, installation, erection, or bracing; (b) alteration, modification, cutting, drilling, repair, or other changes made without Seller's prior written authorization; (c) failure to comply with the Shop Drawings, Truss Documents, or Seller's instructions; (d) exposure to weather, moisture, fire, chemicals, or other harmful conditions after delivery; (e) misuse, abuse, negligence, accident, or improper maintenance; (f) settlement, movement, alteration, failure, or deficiencies of the building or other components; (g) inaccurate, incomplete, or defective plans, specifications, dimensions, loads, design criteria, or information furnished by Buyer or any third party; or (h) any condition, event, act, or omission occurring after delivery that is beyond Seller's reasonable control.

THE FOREGOING LIMITED WARRANTY IS SELLER'S SOLE AND EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH WARRANTY CANNOT LAWFULLY BE DISCLAIMED.

SELLER MAKES NO WARRANTY REGARDING THE OVERALL DESIGN, ENGINEERING, STRUCTURAL INTEGRITY, CODE COMPLIANCE, CONSTRUCTABILITY, OR FITNESS OF THE PROJECT OR STRUCTURE INTO WHICH THE GOODS ARE INCORPORATED.

Seller's obligations and Buyer's remedies for breach of this Limited Warranty are subject to Paragraphs 4 and 13.

4. EXCLUSIVE REMEDY; LIMITATION OF LIABILITY

Seller's sole obligation, and Buyer's exclusive remedy, for defective or nonconforming Goods shall be, at Seller's option: (a) repair of the affected Goods; (b) replacement of the affected Goods; or (c) refund or credit of the purchase price actually paid for the affected Goods.

Seller shall have a reasonable opportunity to inspect any Goods claimed to be defective or nonconforming before Buyer repairs, replaces, modifies, installs, removes, or otherwise alters such Goods or incurs costs relating thereto.

IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF USE, DELAY DAMAGES, LIQUIDATED DAMAGES ASSESSED AGAINST BUYER, LOSS OF BUSINESS, LOSS OF PRODUCTION, OR OTHER COMMERCIAL LOSS, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER OR THE GOODS SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

5. DELIVERY; JOBSITE ACCESS; UNLOADING

Unless otherwise expressly stated in Seller's quotation, the quoted price includes delivery to the delivery location specified in Seller's quotation or order but does not include unloading.

Buyer is solely responsible for providing safe, adequate, and lawful access to the delivery location for Seller's trucks, trailers, forklifts, and other equipment, including adequate roadway width, clearance, turning area, soil-bearing capacity, grade, terrain, and other conditions necessary for safe entry, delivery, and departure.

Seller and its delivery personnel shall have the sole discretion to determine whether access to a delivery location is reasonably safe and suitable for Seller's equipment. Seller may refuse to enter or deliver to any area that Seller reasonably determines is unsafe, inaccessible, or likely to result in injury or damage.

If Buyer or Buyer's representative nevertheless directs or requests Seller to attempt entry, unloading, or placement under conditions Seller has identified as unsafe or unsuitable, Buyer assumes the risks associated therewith and shall be responsible for resulting towing, recovery, repair, property damage, and other costs to the extent permitted by law.

Buyer is responsible for damage resulting from delivery access over or across curbs, sidewalks, driveways, landscaping, utilities, septic systems, underground improvements, or other property where such damage results from the access or delivery conditions provided or directed by Buyer.

Buyer is responsible for unloading the Goods unless Seller expressly agrees otherwise. If Seller assists with unloading or placement at Buyer's request, Buyer remains responsible for identifying a safe and suitable unloading and placement location.

Any scheduled delivery that cannot be completed due to Buyer's acts or omissions, unsafe or inadequate site conditions, lack of unloading capability, or lack of access may be returned, stored, or rescheduled at Buyer's expense. Buyer shall be responsible for reasonable redelivery, waiting, detention, storage, handling, and restocking charges.

Buyer shall provide Seller at least twenty-four (24) hours' notice of any requested change to a scheduled delivery. Seller does not guarantee that requested changes can be accommodated.

Seller shall have no liability for delivery made to the location specified by Buyer or identified in Seller's quotation or order.

6. TRUSS DOCUMENTS; APPROVAL; HANDLING; RISK OF LOSS

Subject to Paragraph 1, truss engineering furnished by Seller shall be prepared in accordance with applicable standard engineering practices using applicable lumber and connector plate design values. Seller’s truss design is limited to the individual truss components identified in the applicable Truss Documents and does not include the design of the overall building, roof system, floor system, diaphragm, load path, temporary restraint or bracing system, permanent restraint or bracing system, erection plan, field modifications, means and methods, or installation sequence, except to the limited extent expressly identified in a writing signed by Seller.

Unless otherwise specified, lumber dimensions shall be as identified in Seller's quotation, Shop Drawings, or order documents.

Engineered drawings, Shop Drawings, placement drawings, and information furnished by Seller relating to the Goods or their handling, erection, installation, or bracing are collectively referred to as the "Truss Documents."

Buyer acknowledges receipt of, or access to, applicable Truss Documents and is solely responsible for distributing them to all persons who require them, including Buyer's employees, contractors, subcontractors, installers, erectors, architects, engineers, and other project participants.

Where Seller requires written approval of Truss Documents, Seller shall not be obligated to begin fabrication until such approval has been received. Any delay in Buyer's approval may extend Seller's fabrication and delivery schedule.

Buyer's approval constitutes confirmation of the matters described in Paragraph 1.

Risk of loss, theft, deterioration, and damage to the Goods passes to Buyer immediately upon delivery to the delivery location, regardless of whether Buyer or its representative is present.

After delivery, Buyer assumes responsibility for proper unloading, handling, storage, bracing, erection, installation, protection, and integration of the Goods and for compliance with the applicable Truss Documents.

If Seller furnishes a multiple-member girder truss as separate individual members, Buyer is solely responsible for properly connecting the individual members in accordance with the applicable approved Truss Documents.

6A. BUILDING COMPONENT SAFETY INFORMATION; INSTALLATION AND BRACING

Buyer acknowledges that it has received, or has been provided electronic access to, the applicable Building Component Safety Information materials (“BCSI”), including the current BCSI guide and any applicable Seller-provided safety summaries, handling, installation, restraint, and bracing information. Buyer acknowledges that BCSI and the Truss Documents contain important jobsite safety and installation information and are material to the safe handling, erection, installation, restraint, and bracing of trusses and related components.

Buyer shall provide the applicable BCSI materials and Truss Documents to the project owner, building designer, general contractor, all installers, erectors, framing contractors, subcontractors, and all other persons responsible for or participating in handling, storage, unloading, erection, installation, restraint, or bracing of the Goods. Buyer shall ensure that such persons review and comply with the applicable BCSI materials, Truss Documents, manufacturer instructions, governing codes, and OSHA and other safety requirements.

Buyer shall not permit truss installation to begin unless and until the BCSI materials and applicable Truss Documents have been furnished to the persons responsible for installation and have been reviewed by the Building Designer to the extent required by applicable code, standard, or project requirements. Buyer is solely responsible for obtaining from the owner, building designer, or other responsible registered design professional all project-specific permanent truss restraint and bracing design, details, and instructions required for the overall framing system. Seller’s furnishing of BCSI or Truss Documents does not make Seller responsible for the means, methods, sequencing, supervision, temporary restraint or bracing, permanent restraint or bracing, installation, or safety of the project.

Buyer shall maintain written evidence of its distribution of BCSI and the Truss Documents and shall provide that evidence to Seller upon request. Buyer’s approval of Shop Drawings, acceptance of delivery, authorization to proceed, or acceptance of these Terms constitutes Buyer’s acknowledgment of receipt or access to BCSI and agreement to the foregoing obligations.

7. PRICES; PAYMENT; CREDIT; DEFAULT

Unless Seller agrees otherwise in writing, a Buyer purchasing Goods on an infrequent or non-credit basis shall pay the purchase price in full before Seller commences fabrication or releases the Goods.

Seller may, in its sole discretion, establish an open account for approved Buyers. Unless otherwise stated in writing, invoices issued on an open account are due thirty (30) days following delivery.

If delivery is postponed for more than fourteen (14) days after the originally scheduled delivery date for reasons not attributable to Seller, Seller may invoice the Goods notwithstanding the postponement, and payment shall be due thirty (30) days from the invoice date.

Seller may offer a one percent (1%) cash discount, excluding taxes and delivery charges, for qualifying invoices paid within ten (10) days after delivery, provided Buyer maintains an approved open account and all prior invoices are paid in full.

Any amount not paid when due shall accrue interest from its due date at the lesser of two percent (2%) per month or the maximum lawful rate.

Buyer shall pay all applicable sales, use, excise, and similar taxes unless Buyer timely provides Seller with a valid exemption certificate acceptable to Seller.

Buyer shall make all payments without setoff, deduction, retainage, back charge, withholding, or counterclaim unless expressly authorized in writing by Seller.

Buyer shall reimburse Seller for reasonable costs incurred in collecting past-due amounts, including reasonable attorneys' fees and court costs, to the extent permitted by law.

If Buyer fails to make any payment when due, exceeds an approved credit limit, becomes insolvent, or otherwise defaults or gives Seller reasonable grounds for insecurity, Seller may, without waiving any other right or remedy and to the extent permitted by law: suspend engineering, fabrication, or other performance; withhold shipments; revoke or modify credit terms; require prepayment or other security; stop Goods in transit; exercise available rights with respect to Goods in Seller's possession or control; and pursue any other remedy available by contract, statute, or law. Further, upon any default of Buyer, Seller may exercise all rights and remedies of a secured party under Article 9 of the Uniform Commercial Code and all rights of an unpaid seller under Article 2 of the Uniform Commercial Code, including without limitation the rights to withhold or stop delivery, reclaim or recover Goods to the extent permitted by law, recover possession of Collateral, dispose of Collateral, recover deficiencies, and apply proceeds, all cumulatively and without election of remedies.

Seller may establish, modify, reduce, suspend, or revoke Buyer's credit privileges at any time based upon Seller's assessment of Buyer's creditworthiness.

Seller's extension of credit on one transaction does not obligate Seller to extend credit on any subsequent transaction.

A condition precedent to Seller's obligation to extend credit is Buyer's satisfactory completion of Seller's credit application and Seller's approval thereof.

7A. SECURITY INTEREST; TITLE; UCC FILINGS; COLLATERAL

To secure the prompt and complete payment and performance of all obligations of Buyer to Seller, whether now existing or hereafter arising, including all amounts owing under any order, invoice, credit account, change order, storage arrangement, or other transaction between Buyer and Seller (collectively, the “Obligations”), Buyer hereby grants Seller a continuing security interest in and lien upon: (a) all Goods sold or to be sold by Seller to Buyer; (b) all additions, attachments, accessions, replacements, substitutions, and identifiable commingled products thereof, to the extent permitted by applicable law; (c) all books, records, documents, and electronic data relating to the foregoing Goods or proceeds; and (d) all identifiable proceeds of the foregoing, including insurance proceeds, accounts, chattel paper, payment intangibles, instruments, and cash proceeds (collectively, the “Collateral”).

To the maximum extent permitted by applicable law, Seller retains title to the Goods until Seller has received payment in immediately available funds of all amounts due for the applicable Goods. Buyer acknowledges and agrees that any retention or reservation of title by Seller is intended to create and shall be treated as a security interest under applicable law and shall not limit Seller’s rights or remedies under Article 9 of the Uniform Commercial Code or otherwise.

Buyer authorizes Seller, without Buyer’s further signature or consent, to file one or more financing statements, amendments, continuations, and other records in any jurisdiction that Seller determines appropriate to evidence, perfect, continue, or protect Seller’s security interest in the Collateral. Buyer shall execute and deliver any further documents and take any further actions reasonably requested by Seller to evidence, perfect, maintain, or enforce Seller’s security interest. Buyer represents and warrants that its exact legal name, organizational type, jurisdiction of organization, chief executive office, mailing address, and other information provided to Seller for UCC filing purposes are complete and accurate, and Buyer shall provide Seller at least thirty (30) days’ prior written notice of any change in its legal name, jurisdiction of organization, organizational structure, chief executive office, or other information that could affect the accuracy, effectiveness, or continued perfection of Seller’s security interest.

Until paid in full, Buyer shall keep the Goods identifiable, shall not sell, transfer, encumber, or permit any lien or security interest to attach to the Goods except as expressly approved by Seller in writing, shall maintain the Goods in good condition, and shall promptly notify Seller if any Goods are lost, damaged, seized, or become subject to any adverse claim. Buyer shall promptly remit to Seller any insurance proceeds attributable to unpaid Goods, to the extent received by Buyer.

Buyer acknowledges that incorporation of Goods into real property may impair Seller’s ability to reclaim or recover the Goods as personal property. Buyer shall not take, or permit any other person to take, any action intended to defeat, impair, subordinate, or interfere with Seller’s rights in the Goods, proceeds, accounts, lien rights, bond rights, or other payment and recovery rights. Nothing in this Agreement waives, limits, or impairs any lien, bond, stop-notice, reclamation, stoppage, repossession, security-interest, or other payment or recovery right available to Seller.

7B. MATERIAL PRICE ESCALATION; SURCHARGES; QUOTATION VALIDITY

Unless Seller’s quotation expressly states otherwise, all quoted prices are based on Seller’s material, labor, transportation, fuel, freight, tariff, duty, tax, and supplier costs in effect on the date of Seller’s quotation. Seller may adjust the price of any Goods not yet fabricated or delivered to reflect any increase in such costs occurring after the quotation date, including increases in the cost of lumber, engineered wood products, panels, connector plates, fasteners, adhesives, steel, transportation, fuel, freight, tariffs, duties, taxes, supplier surcharges, or costs arising from changes in law, code, regulation, or governmental action.

Seller shall provide Buyer notice of any material price adjustment when reasonably practicable. Buyer shall pay the adjusted price as a condition to continued performance. If Buyer does not accept a material price adjustment in writing within three (3) business days after notice, Seller may, at its option, suspend performance, cancel the undelivered portion of the order, or require prepayment or other adequate assurance, without liability for resulting delay, and Buyer shall remain responsible for all costs and commitments incurred by Seller through the effective date of such suspension or cancellation.

Unless otherwise stated in writing, quotations expire fifteen (15) days after issuance and are subject to correction of clerical or mathematical errors. No quotation reserves production capacity, materials, or pricing unless Seller expressly confirms the order in writing and receives any required deposit, credit approval, Shop Drawing approval, or other condition specified by Seller.

8. ADEQUATE ASSURANCE OF PERFORMANCE

If Seller has reasonable grounds for insecurity regarding Buyer's payment, creditworthiness, performance, or ability to perform its obligations, Seller may demand in writing that Buyer provide adequate assurance of performance.

Until Seller receives assurance reasonably satisfactory to Seller, Seller may suspend engineering, purchasing, fabrication, delivery, extension of credit, or other performance.

Adequate assurance may include, without limitation, prepayment, a deposit, reduction of credit exposure, a letter of credit, guaranty, other security, or such other assurance as Seller reasonably determines appropriate.

Seller's exercise of rights under this Paragraph shall not constitute a breach or waiver of any other right or remedy.

9. ENTIRE AGREEMENT; ORDER OF PRECEDENCE; WAIVER

These Terms, together with Seller's applicable quotation or written order acknowledgment and any documents expressly incorporated therein, constitute the entire agreement between Seller and Buyer concerning the applicable transaction and supersede prior or contemporaneous oral or written representations, negotiations, understandings, or agreements concerning that transaction.

No course of dealing, course of performance, trade usage, or terms contained in documents issued by Buyer shall modify the Agreement unless expressly accepted in a writing signed by an authorized representative of Seller.

In the event of a conflict, Seller's written quotation or order acknowledgment shall control over these Terms only to the extent that it expressly identifies and modifies the conflicting provision. These Terms shall control over any purchase order, subcontract, or other document issued by Buyer.

Seller's failure or delay in enforcing any right shall not constitute a waiver of that right or any other right. No act, omission, payment application, endorsement, release, waiver, lien waiver form, progress-payment document, or other communication shall waive, release, impair, or subordinate any payment, lien, bond, UCC, reclamation, or other legal right of Seller unless the waiver or release expressly identifies the right being waived, is signed by an authorized officer of Seller, and is effective only to the extent payment referenced therein has been actually received by Seller in collected funds.

No waiver shall be effective unless in writing and signed by an authorized representative of Seller.

10. FORCE MAJEURE; DELAYS

Seller shall not be liable for any failure, interruption, hindrance, or delay in performance caused in whole or in part by circumstances beyond Seller's reasonable control, including, without limitation, fire, flood, hurricane, severe weather, natural disaster, epidemic, pandemic, war, terrorism, civil disturbance, riot, strike, labor shortage or dispute, accident, equipment failure, utility interruption, cyber incident affecting operations, governmental action, embargo, tariff or import restriction, transportation interruption or delay, fuel shortage, power shortage, supplier failure, lumber shortage, connector plate shortage, material shortage, or inability to obtain materials or supplies on commercially reasonable terms.

Seller's performance shall be excused for the duration and to the extent affected by such circumstances, and applicable schedules shall be extended accordingly.

During shortages or interruptions in supply or production capacity, Seller may allocate available materials, Goods, or production capacity among its customers, projects, and internal requirements in Seller's reasonable discretion.

Seller shall not be liable for delay damages, penalties, liquidated damages, or other consequential losses resulting from any delay excused under this Paragraph.

11. NO RELIANCE ON REPRESENTATIONS

Except for the express warranties and obligations specifically stated in the Agreement, Buyer acknowledges that it has entered into the transaction based upon its own evaluation of the Goods and project requirements and has not relied upon oral statements, representations, promises, estimates, or warranties not expressly incorporated into the Agreement.

No salesperson, employee, agent, driver, or other representative of Seller is authorized to make any warranty, representation, or commitment that modifies these Terms unless the modification is expressly approved in writing by an authorized representative of Seller.

12. CHANGES; ADDITIONAL GOODS AND COSTS

Seller's obligation is limited to the Goods and services expressly identified in Seller's quotation or order.

Goods, engineering, revisions, services, or other work not included in Seller's original quotation or order may be charged separately.

Buyer acknowledges that additional Goods or services may become necessary because of incomplete, inaccurate, inconsistent, revised, or insufficient architectural plans, engineering plans, specifications, field dimensions, or other information furnished to Seller.

Any change requested by Buyer after approval of Shop Drawings may result in additional engineering, administrative, material, labor, fabrication, storage, and delivery charges and may extend the fabrication or delivery schedule.

Seller is not obligated to maintain the original unit price for additional, revised, replacement, or supplemental Goods.

Additional Goods, services, and charges shall be subject to these Terms unless Seller agrees otherwise in writing.

13. DELIVERY INSPECTION; CLAIMS; SELLER'S RIGHT TO CURE

Buyer shall inspect the Goods promptly upon delivery for quantity, visible damage, apparent defects, and conformity with the applicable approved Shop Drawings.

Buyer shall notify Seller in writing of any shortage, visible damage, apparent defect, or apparent nonconformity within three (3) days after delivery. Failure to provide timely written notice shall constitute acceptance of the Goods and waiver of claims that reasonably should have been discovered during such inspection, to the extent permitted by law.

Claims involving latent defects that could not reasonably have been discovered through prompt inspection must be submitted to Seller in writing promptly after discovery and within the applicable Limited Warranty period.

Buyer shall not install, alter, repair, replace, remove, cut, modify, or incur costs relating to Goods claimed to be defective or nonconforming without first providing Seller with written notice and a reasonable opportunity to inspect the Goods and determine the appropriate remedy.

If Seller determines, after a reasonable opportunity to inspect, that the Goods contain a defect or nonconformity for which Seller is responsible under Paragraph 3, Seller shall provide the remedy specified in Paragraph 4.

Seller shall use commercially reasonable efforts to begin addressing a valid claim promptly after receiving sufficient written notice and access to the Goods. Any stated response period is an estimate and not a guarantee of completion within that period.

Seller shall not accept or be responsible for any charge, back charge, repair cost, replacement cost, labor cost, or other expense incurred by Buyer or any third party without Seller's prior written authorization.

Installation or use of Goods after discovery of an apparent defect or nonconformity without Seller's written authorization may constitute acceptance of the Goods and waiver of the claim to the extent permitted by law.

13A. CONTRACTUAL LIMITATIONS PERIOD

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION, CLAIM, DEMAND, ARBITRATION, OR PROCEEDING BY BUYER ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY ORDER, THE GOODS, THE TRUSS DOCUMENTS, ANY WARRANTY, DELIVERY, OR ANY ACT OR OMISSION OF SELLER, INCLUDING ANY CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT-LIABILITY, INDEMNITY, CONTRIBUTION, SUBROGATION, STATUTORY, OR EQUITABLE CLAIM, SHALL BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES. ANY CLAIM NOT COMMENCED WITHIN THAT PERIOD IS PERMANENTLY BARRED.

FOR PURPOSES OF THIS PARAGRAPH, A CLAIM FOR BREACH OF WARRANTY OR NONCONFORMITY ACCRUES UPON TENDER OF DELIVERY OF THE APPLICABLE GOODS, EXCEPT TO THE EXTENT APPLICABLE LAW REQUIRES A DIFFERENT ACCRUAL RULE. THIS PARAGRAPH DOES NOT LIMIT ANY PERIOD DURING WHICH SELLER MAY COMMENCE AN ACTION OR EXERCISE A REMEDY TO COLLECT AMOUNTS DUE, ENFORCE ITS SECURITY INTEREST, ENFORCE A LIEN OR BOND CLAIM, OR OTHERWISE RECOVER AMOUNTS OWING TO SELLER.

14. GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION

The Agreement and all transactions between Seller and Buyer shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict-of-laws principles.

Except as otherwise provided below, any controversy or claim arising out of or relating to the Agreement, the Goods, or any transaction between Seller and Buyer shall, at the election of either party, be resolved by binding arbitration administered in accordance with the applicable Construction Industry Arbitration Rules of the American Arbitration Association.

The arbitration shall be conducted in Raleigh, North Carolina, unless Seller and Buyer agree otherwise in writing. Judgment upon an arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, Seller may pursue in any court of competent jurisdiction any collection action, action for the price, lien or bond claim, foreclosure, repossession, replevin, recovery of possession, enforcement of a security interest, UCC remedy, provisional remedy, attachment, injunction, equitable relief, or other statutory or legal remedy, without waiving Seller’s right to compel arbitration of any other dispute.

15. BUYER'S OBLIGATION TO FURNISH PROJECT INFORMATION

Upon Seller's request and in all events before Seller is required to extend credit, commence fabrication, release Goods, or make delivery, Buyer shall furnish Seller, within five (5) business days or such shorter period as Seller reasonably requires to preserve payment, lien, bond, UCC, or delivery rights, information reasonably requested by Seller concerning the project to which the Goods are supplied, including:

(a) the project address, county, tax parcel number if available, legal description or other legally sufficient identification of the real property being improved;

(b) information concerning any payment or performance bond applicable to the project, including the identity and last known address of the surety and a copy of the applicable bond;

(c) the name and last known address of the general contractor, if any;

(d) the name and last known address of the owner of the property or project;

(e) the name and last known address of the lender, construction lender or draw administrator, if applicable;

(f) certificates of insurance reasonably requested in connection with the transaction; and

(g) any other information reasonably required by Seller to serve, record, file, preserve, perfect, provide notice of, or enforce Seller's payment or any lien, bond, UCC, reclamation, or statutory, contractual, or other legal rights.

Buyer's failure to timely furnish requested information shall not waive or prejudice any right Seller may otherwise possess. Seller may suspend engineering, fabrication, shipment, delivery, or extension of credit until Buyer has furnished information reasonably satisfactory to Seller, and any resulting delay shall be deemed caused by Buyer.

16. INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUYER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND ITS PARENTS, AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND INSURERS (COLLECTIVELY, THE “SELLER INDEMNITEES”) FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, JUDGMENTS, PENALTIES, FINES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, CONSULTANT FEES, EXPERT FEES, INVESTIGATION COSTS, AND COSTS OF DEFENSE, ARISING OUT OF OR RELATING TO ANY THIRD-PARTY CLAIM TO THE EXTENT PROXIMATELY CAUSED BY:

(a) any act or omission of Buyer or any person or entity for whom Buyer is legally responsible, including Buyer’s employees, contractors, subcontractors, installers, erectors, carriers, agents, and representatives;

(b) Buyer’s or such persons’ handling, unloading, storage, transportation after delivery, erection, installation, restraint, bracing, modification, cutting, drilling, repair, alteration, integration, processing, resale, or other use of the Goods;

(c) any failure to follow or distribute applicable Shop Drawings, Truss Documents, Building Component Safety Information materials, Seller instructions, manufacturer instructions, applicable codes, or safety requirements;

(d) inaccurate, incomplete, inconsistent, or untimely plans, specifications, dimensions, field conditions, loading information, design criteria, project information, or other information furnished by or through Buyer;

(e) unsafe, inadequate, unlawful, or unsuitable jobsite, delivery, unloading, storage, erection, installation, restraint, or bracing conditions under Buyer’s control or responsibility;

(f) Buyer’s failure to obtain, provide, implement, or cause the implementation of project-specific permanent restraint, bracing, framing, diaphragm, load-path, or other building-system design requirements for which Seller is not expressly responsible in a writing signed by Seller;

(g) any actual or alleged bodily injury, death, property damage, lien, payment claim, code violation, regulatory violation, or other loss arising from the matters described above.

Buyer’s obligations under this Paragraph include reimbursement of the reasonable and necessary costs incurred by any Seller Indemnitee in investigating, responding to, defending, settling, or satisfying a covered third-party claim, but only to the extent permitted by applicable law and to the extent the applicable loss, damage, or expense was proximately caused by Buyer or persons for whom Buyer is legally responsible.

Buyer shall promptly notify Seller of any claim that may give rise to indemnity, shall provide reasonable cooperation and information requested by Seller, and shall not settle any claim in a manner that imposes liability, admission, restriction, or obligation upon any Seller Indemnitee without Seller’s prior written consent. Seller may participate in the defense of any claim with counsel of its choosing at Buyer’s expense to the extent permitted by applicable law.

NOTHING IN THIS PARAGRAPH REQUIRES BUYER TO INDEMNIFY, HOLD HARMLESS, OR PAY DEFENSE COSTS FOR ANY LIABILITY, DAMAGE, LOSS, OR EXPENSE TO THE EXTENT SUCH INDEMIFICATION IS PROHIBITED BY APPLICABLE LAW.

17. STORAGE; DELAYED OR REFUSED DELIVERY

If Goods are completed or ready for delivery but Buyer requests or causes a delay in delivery, refuses delivery, or is unable to accept delivery, Seller may invoice the Goods as though delivery had occurred on the originally scheduled delivery date.

Seller may store such Goods at Seller's facility or at another location selected by Seller, and Buyer shall be responsible for reasonable storage, handling, transportation, insurance, and related costs.

Risk of loss for completed Goods whose delivery is delayed by Buyer shall pass to Buyer on the originally scheduled delivery date or when Seller notifies Buyer that the Goods are ready for delivery, whichever occurs later, to the extent permitted by applicable law.

Buyer's delay in accepting delivery shall not extend the payment due date or entitle Buyer to cancellation.

If Buyer fails to accept Goods within a commercially reasonable period after written notice from Seller, Seller may exercise any remedy available under the Agreement or applicable law.

18. SEVERABILITY; SURVIVAL; ASSIGNMENT

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

Provisions concerning payment obligations, warranty limitations, limitation of liability, dispute resolution, indemnification, collection costs, and any other provisions that by their nature are intended to survive shall survive delivery, completion, cancellation, or termination of the Agreement.

Buyer may not assign or transfer the Agreement or any rights or obligations thereunder without Seller's prior written consent.

Seller may assign its right to receive payment and may assign the Agreement in connection with a sale, merger, reorganization, or transfer of all or substantially all of the applicable business or assets.

19. HEADINGS; ELECTRONIC COMMUNICATIONS; COUNTERPARTS

Section headings are for convenience only and shall not affect interpretation of these Terms.

Written approvals, notices, modifications, and other communications required under these Terms may be provided electronically, including by email, unless applicable law requires another method.

Electronic signatures and electronically transmitted documents shall have the same effect as originals to the extent permitted by applicable law.

20. ACCEPTANCE OF TERMS

Buyer accepts these Terms by signing or accepting Seller's quotation or order acknowledgment, submitting an order after receiving or being provided access to these Terms, approving Shop Drawings, accepting delivery of Goods, or otherwise authorizing Seller to proceed with an order.

Buyer acknowledges that it has had an opportunity to review these Terms before Seller's performance.