[Last Updated 12/2/25]

These Terms and Conditions of Sale for Cementitious Materials (the “Agreement”) govern all sales and deliveries of aggregate, sand, stone, crushed concrete and salt (the “Products”) sought to be purchased by CUSTOMER from COMPANY. “COMPANY” shall mean the legal entity identified as the supplier of the Products on the face of an applicable purchase order, order confirmation, delivery ticket, invoice or quotation issued by COMPANY. “CUSTOMER” means the legal entity identified as the purchaser of Products supplied by COMPANY. COMPANY and CUSTOMER may be referred to individually as a “Party” and collectively as the “Parties.”

By placing an Order with COMPANY, issuing a purchase order, accepting delivery of any Products, or permitting Products to be delivered at a project location, CUSTOMER agrees to be bound by this Agreement. COMPANY may publish this Agreement on a dedicated webpage and incorporate it by reference in quotations, order confirmations, delivery tickets, invoices, or other written or electronic communications with CUSTOMER. COMPANY may revise this Agreement from time to time in its sole discretion. The “Lasted Updated” date at the top of this Agreement reflects the date of the most recent revision. Unless otherwise expressly stated by COMPANY in writing, any revision will apply only to purchases of Products by CUSTOMER on or after the Last Updated date and will not retroactively alter the terms applicable to purchases of Products previously accepted or performed.

1. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: The Agreement shall consist of the following, each incorporated by reference, in the following order of precedence in the event of conflict:
   • a. CUSTOMER’s executed Credit Agreement with COMPANY (as to payment terms and credit matters only);
   • b. The terms and conditions contained in this Agreement; and
   • c. COMPANY’s order confirmation(s), quotation(s), or other documents issued by COMPANY to CUSTOMER, but only to the extent they do not cause conflict or ambiguity with this Agreement.
2. AFFILIATES: CUSTOMER understands and agrees that COMPANY may rely on any of its affiliated entities (collectively, “Affiliates”) to supply and/or deliver Products without prior notice to CUSTOMER. To the extent any Affiliates supply Products to CUSTOMER or to CUSTOMER’s project premises, the Parties agree that, as to such Products, that the Affiliates shall: (i) be bound to this Agreement; (ii) perform the obligations ascribed to COMPANY; (iii) be entitled to receive performance required of CUSTOMER; (iv) be entitled to enforce this Agreement directly against CUSTOMER; and (v) have all contractual and statutory rights at law or in equity as a seller of Products to CUSTOMER.
3. ORDERS:
   • a. Placement of Orders: CUSTOMER shall order Products from COMPANY by submission of a written order or other written request acceptable to the COMPANY (each, an “Order”), which may reference this Agreement with a URL link, and COMPANY shall endeavor to attach a PDF copy of this Agreement for CUSTOMER in any order confirmation.
   • b. Order Content: Each Order shall specify at minimum: (i) the quantity and type of Products; (ii) the delivery location; (iii) the requested delivery dates and times; and (iv) any project-specific information reasonably required by COMPANY.
   • c. Quotations: COMPANY’s quotations, price lists, and proposals are invitations to offer only and do not constitute binding offers. No agreement between the Parties materializes until COMPANY accepts an Order as described below.
   • d. Acceptance: An Order is deemed accepted only when: (i) COMPANY issues a written electronic Order confirmation; or (ii) COMPANY commences production, loading, or shipment of Products identified in the Order. COMPANY may reject any Order in whole or in part in its sole discretion.
4. NO CONFLICTING TERMS:
   • a. Agreement Controls: This Agreement shall prevail over any of CUSTOMER’s terms and conditions of purchase, regardless of whether or when CUSTOMER has submitted its own purchase order, standard terms, or other document containing additional or different terms.
   • b. Express Rejection of Additional/Different Terms: Any terms and conditions proposed by CUSTOMER that are additional to, inconsistent with, or different from this Agreement (including terms on or incorporated by CUSTOMER’s purchase orders, acknowledgements, website portals, or other forms) are hereby expressly rejected, are null and void, and shall not become part of this Agreement.
   • c. Expressly Conditional Acceptance: COMPANY’s agreement to sell and deliver Products to CUSTOMER is expressly conditioned upon CUSTOMER’s assent to this Agreement. Any acceptance, performance, payment by CUSTOMER, or acceptance of Products at the project or delivery location, shall be deemed CUSTOMER’s unqualified acceptance to this Agreement to the exclusion of CUSTOMER’s terms.
   • d. No Modification by Course of Dealing: No prior course of dealing or usage of trade, and no acceptance or tolerance of differing terms by COMPANY on any one occasion shall be construed as a waiver of this Section 4 as consent to any non-conforming terms.
5. SHIPPING/DELIVERY:
   • a. Shipping Instructions: CUSTOMER shall furnish complete shipping instructions in enough time to enable COMPANY to perform its obligations hereunder. COMPANY is not obligated to proceed with shipments in absence of shipping instructions.
   • b. Multiple Deliveries: If more than one delivery is contemplated, CUSTOMER must furnish complete shipping instructions to COMPANY for each delivery. CUSTOMER understands that such instructions can affect the unit price of the Products. Unless otherwise provided herein, if the transaction provides for deliveries over a period exceeding one month, CUSTOMER shall not be obligated to deliver in any thirty-day (30) period more than approximately equal monthly quantities in relation to the total amount.
   • c. Delivery Scheduling: CUSTOMER will give COMPANY at least twenty-four (24) hours prior notice of the time and rate of requested deliveries. If CUSTOMER cancels its order within the twenty-four (24) hour period, COMPANY shall be responsible for any preparation costs incurred by CUSTOMER. Delivery schedules will be mutually agreed upon between COMPANY and CUSTOMER in every instance.
   • d. Delays; Limitations: Accepted Orders will be made to the best of COMPANY’s ability to dispatch; however, CUSTOMER waives any claims associated with any delay(s) in shipment or delivery. COMPANY shall not be liable to CUSTOMER or any third party for any delay, including any incidental, consequential, indirect, or special damages arising out of or relating to delays in shipment or delivery.
   • e. Product Availability; Suspension/Termination: COMPANY’s obligation to sell/deliver Product(s) is SUBJECT TO PRODUCT AVAILABILITY AND/OR OPERATIONAL CAPACITY. COMPANY in its sole and unilateral discretion may: (i) decline, reduce, suspend, or reschedule shipments of any CUSTOMER Order or (ii) terminate any Order or ongoing supply arrangement with CUSTOMER, in whole or in part due to: product shortages, conditions at COMPANY’s production facility, labor disputes, weather, force majeure events, or any conditions affecting its ability to accept Orders or supply Products as determined in COMPANY’s sole discretion.
   • f. Routing: The routing of shipments to CUSTOMER will be at COMPANY’s sole discretion.
6. DELIVERY TICKETS; ELECTRONIC TICKETS:
   • a. Delivery Tickets: COMPANY may use e-delivery tickets in lieu of paper tickets at its discretion. COMPANY is not required to obtain CUSTOMER’s signature on delivery tickets but may do so at its sole discretion. Acceptance of delivery by COMPANY shall be conclusive of CUSTOMER’s intent to be bound by any and all terms and conditions as stated within a delivery ticket. COMPANY will send CUSTOMER an e-delivery ticket via electronic mail within twelve (12) hours of each delivery. CUSTOMER shall then have forty-eight (48) hours from the time the delivery ticket is sent to give written notice to COMPANY of any claim related to inaccuracies within the e-delivery ticket, time being of the essence. Any failure by CUSTOMER to give written notice within the forty-eight (48) hour period will be deemed a conclusive waiver by CUSTOMER of all such claims against COMPANY. COMPANY shall be given reasonable opportunity to investigate all claims before CUSTOMER undertakes corrective work or incurs costs allegedly related to such claims.
7. DELIVERY REQUIREMENTS:
   • a. Safe Access: CUSTOMER shall provide safe and suitable access to all delivery locations, including but not limited to stable approaches, adequate turning radius, proper signage and traffic control, and areas free from hazards, defects, debris, soft ground, unstable surfaces, trenches, holes, uneven grades, or overhead obstructions (including low-hanging wires or structures) that could reasonably be expected to cause or contribute to a motor vehicle accident, personal injury, property damage, or damage to COMPANY’s trucks or equipment. For delivery approaches beyond curb lines or into areas not designed for heavy truck traffic, CUSTOMER assumes all responsibility for any resulting damage, and COMPANY shall have no liability for damage to ground surfaces, pavement, structures, or underground utilities caused by the weight, operation, or movement of COMPANY’s trucks. CUSTOMER shall defend, indemnify, and hold harmless COMPANY, its parent and affiliated entities (including but not limited to Constructural Dynamics, Inc. and Gibraltar Rock, Inc.), and their respective owners, directors, officers, members, managers, employees, agents, representatives, and subcontractors (collectively, the “Company Parties”) from and against any and all claims, losses, damages, injuries, fines, penalties, liabilities, and expenses (including attorneys’ fees) arising out of or relating to, in whole or in part: (i) CUSTOMER’s failure to comply with its obligations under this Section; (ii) unsafe, inadequate, or improperly maintained site or access conditions; (iii) CUSTOMER’s failure to provide required signage, traffic control, or safe ingress/egress; or (iv) any accident, injury, or property damage occurring on or near the delivery location, except to the extent caused by COMPANY’s sole negligence or willful misconduct. For the avoidance of doubt, CUSTOMER’s indemnification obligations under this Section shall apply even if such claim allegedly arises out of the partial negligence of the Company Parties.
   • b. Handling; Alterations: COMPANY shall not be responsible for the performance or quality of Product(s) which have been in any way altered, manipulated, contaminated, or has had any material added by CUSTOMER or CUSTOMER’s agent(s). CUSTOMER is responsible to see that the Product is handled in accordance with the best construction practices. COMPANY has no control over the preparation work completed or conducted by the CUSTOMER prior to delivery, nor the placing or handling of the Product after unloading.
   • c. Truck Access: CUSTOMER’s employees, agents, subcontractors, or invitees shall not be permitted on COMPANY’s trucks or equipment. CUSTOMER assumes all risk and responsibility for any violation of this restriction and shall indemnify COMPANY to the same extent as called for under this Section for any and all claims arising therefrom.
8. ACCEPTANCE: CUSTOMER has forty-eight (48) hours from the time of delivery of the Product(s) to provide written notice to COMPANY of any claim related to material conformance to specifications, time being of the essence. Any failure by CUSTOMER to give written notice within the forty-eight (48) hour notice period will be deemed a conclusive waiver by CUSTOMER of all such claims against COMPANY relating to material non-conformance. COMPANY will be given reasonable opportunity to investigate all claims to determine any issue(s) with material conformance to specifications, which such determination will be made at COMPANY’s sole discretion. Any material testing required by third parties is the sole responsibility of CUSTOMER and will be done at CUSTOMER’s sole expense.
9. PAYMENT. Payment for any Product(s) supplied to CUSTOMER shall be made to COMPANY no later than thirty (30) days from receipt of COMPANY’s invoice. On any balance remaining unpaid for a period of thirty (30) days, CUSTOMER will incur a 1.5% service charge to be added to CUSTOMER’s outstanding balance for each month the remaining balance is unpaid. To the extent that the CUSTOMER has made an application for credit with COMPANY and has been approved, the Parties agree that the CUSTOMER’s Credit Agreement with COMPANY (the “Credit Agreement”) shall control the manner and method of payment under this Section 9. To the extent that the Credit Agreement and the terms in these Terms conflict, the Parties further agree that the terms referenced in the Credit Agreement shall control. CUSTOMER is responsible for full payment for Product(s) furnished pursuant to orders placed by CUSTOMER to COMPANY. To avoid ambiguity, CUSTOMER is responsible for payment on all Product(s) prepared by COMPANY to satisfy Orders placed by CUSTOMER, except for those deliveries which fail to meet specifications. This includes but is not limited to: (i) Product delivered due to CUSTOMER’s mistake or in excess of requirements; (ii) Product prepared for CUSTOMER prior to COMPANY cancellation of a CUSTOMER order and (iii) Product not deliverable due to unsuitable approaches as determined in COMPANY’s sole discretion. In addition to any other available rights and remedies, and notwithstanding anything herein to the contrary, COMPANY shall be entitled to recover from CUSTOMER all costs of collection and litigation including, but not limited to, reasonable attorneys’ fees. CUSTOMER shall be liable for any taxes or other exactions levied by federal, state or local authorities upon sale, delivery, storage, consumption or transportation of the goods or services, and if any such items are paid or required to be paid by COMPANY, the amount shall be added to and become part of the price payable to COMPANY for such goods or services.
10. SOLE SUPPLIER: CUSTOMER agrees to utilize COMPANY as their sole supplier of the Products set forth on the Order or quotation from COMPANY for the designated project, predicated on COMPANY supplying Product(s) in a timely manner and in accordance with CUSTOMER furnished specificationssubject to any limitations in this Agreement. CUSTOMER understands that, asis industry custom on large, long term material supply projects, CUSTOMER may experience infrequent service interruption and/or delay due to a variety of factors, including, but not limited to material shortages, traffic, weather, and mechanical breakdowns or defects within plant equipment and/or trucks. CUSTOMER agrees that such infrequent service defects are customary in the industry and shall not be a basis for CUSTOMER to breach the instant clause. If CUSTOMER believes COMPANY’s performance falls outside of industry custom in a material manner, CUSTOMER will provide COMPANY with written notice identifying the basis of CUSTOMER’s determination. COMPANY shall, from receipt of such furnished CUSTOMER determination, have five (5) days to investigate and, if necessary, cure the alleged defective service at its sole discretion.
11. TITLE; RISK OF LOSS: Title to and risk of loss of the Products shall pass to CUSTOMER when COMPANY completes unloading and/or delivery of the Products at the designated delivery location. Until that time, and except as otherwise stated herein, COMPANY shall bear risk of loss.
12. WARRANTIES:
    • a. Company’s General Warranty: COMPANY represents and warrants that the Products will conform to CUSTOMER’s specifications referenced within their Order for such Products at the time of delivery. EXCEPT FOR THE WARRANTIES LISTED HEREIN, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING (I) ANY WARRANTY OF MECHANTABILITY; OR (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. UNLESS OTHERWISE SPECIFIED HEREIN, NEITHER PARTY SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATED TO LOST BUSINESS, LOST PROFITS, DAMAGE TO REPUTATION AND/OR DELAY, WHETHER BASED ON STATUTE, TORT, CONTRACT, OR OTHERWISE. THE REMEDIES STATED WITHIN THIS SECTION SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12. IN NO EVENT WILL COMPANY BE RESPONSIBLE FOR DAMAGES DUE TO THE ACTIONS OF OTHERS OR THE FAILURE OF CUSTOMER TO COMPLY WITH ITS OBLIGATIONS. COMPANY’S LIABILITY FOR ANY CLAIMS WILL BE LIMITED TO THE PURCHASE PRICE OF THE GOODS SOLD UNDER AN ASSOCIATED ORDER.
    • b. Customer’s Warranties: CUSTOMER represents and warrants to COMPANY that (i) CUSTOMER is in good standing under the laws of their jurisdiction and is authorized to do business in each jurisdiction in which it conducts its business; (ii) its purchase of Products and performance does not violate any existing obligations or contracts of the CUSTOMER; (iii) it has the full legal right, power, and authority to enter into and perform any and all obligations placed on CUSTOMER and that all requisite corporate and/or other approvals have been obtained and (vi) there are no pending or threatened actions or proceedings or government investigations against it that may affect its performance of this Agreement.
13. INDEMNIFICATION: To the fullest extent permitted by law, CUSTOMER hereby releases and shall indemnify, defend and hold harmless the Company Parties from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney’s fees, costs, expenses, and losses of whatsoever kind or nature in connection with or incidental to the performance of an Order whether arising before or after completion of the work called for under an Order hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to, in part, by reason of any act, omission, fault, negligence (whether active or passive), and/or strict liability of CUSTOMER, its suppliers, subcontractors or of anyone acting under its direction or control or on its behalf. The foregoing shall include, but is not limited to, indemnity for: (a) property damage and injury to or death of any person, including employees of COMPANY; (b) the breach by CUSTOMER of any representation, warranty, covenant, or performance obligation of this Agreement. CUSTOMER’S AFORESAID RELEASE, INDEMNITY AND HOLD HARMLESS OBLIGATIONS, OR PORTIONS OR APPLICATIONS THEREOF, SHALL APPLY EVEN IN THE EVENT OF THE PARTIAL FAULT OR NEGLIGENCE, WHETHER ACTIVE OR PASSIVE, OR STRICT LIABILITY OF THE PARTIES RELEASED, INDEMNIFIED OR HELD HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW, BUT IN NO EVENT SHALL THEY APPLY TO LIABILITY CAUSED BY THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR SOLE NEGLIGENCE OF THE PARTY RELEASED, INDEMNIFIED OR HELD HARMLESS. CUSTOMER SPECIFICALLY WAIVES ANY IMMUNITY PROVIDED AGAINST THIS INDEMNITY BY AN INDUSTRIAL INSURANCE OR WORKERS’ COMPENSATION STATUTE OF ANY STATE.
14. TERMINATION.
    • a. By Company: In addition to other termination rights provided under this Agreement, COMPANY may terminate an Order or any supply relationship governed by this Agreement, in whole or in part, upon written notice to CUSTOMER if:
      • i. CUSTOMER breaches a material covenant, warranty, commitment or obligation under this Agreement and fails to cure such breach (i) in the event of a non-monetary breach, within thirty (30) days following written notice thereof (ii) in the event of a monetary breach, within ten (10) days following written notice thereof;
      • ii. Upon forty-five (45) days of written notice; or
      • iii. CUSTOMER breaches any of the terms of their Credit Agreement with COMPANY.
    • b. Insolvency: Either Party may terminate an Order or service relationship bound to this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. In a case of such termination under this Section 14(b), the relationship between the parties and the Order it relates to along with these Agreement shall terminate immediately and automatically without any further action and/or notice from the terminating Party.
    • c. Effect of Termination:
      • i. Payment Obligations: CUSTOMER shall remain obligated to pay for all Products delivered, prepared, loaded, or reasonably committed for CUSTOMER prior to the effective date of termination, and for all other amounts owed under this Agreement.
      • ii. Survival: All provisions that by their nature should survive termination shall survive, including, without limitation all payment obligations, indemnification obligations, limitations of liability, warranty disclaimers, governing law, and dispute resolution clauses.
      • iii. No Further Liability: Except as expressly provided in this Agreement, COMPANY shall have no liability to CUSTOMER for any termination permitted by this Section 14, nor shall COMPANY be liable for any consequential, incidental, indirect, special, exemplary, or punitive damages arising out of or relating to termination.
15. RELATIONSHIP BETWEEN THE PARTIES. The relationship of the Parties hereto is that of a vendor and customer. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees and/or agents. Accordingly, CUSTOMER shall not be empowered to bind COMPANY in any way, to incur any liability, make any statements, representations, warranties or commitments, or otherwise act on behalf of the COMPANY. Each Party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers’ compensation, and all other employment benefits).
16. NOTICES. All notices relating to this Agreement shall be sent in writing via mail or email to the attention of the persons designated to a particular Order and are deemed delivered when (i) delivered personally or by international recognized overnight courier service (cost prepaid), or (ii) received by the addressee, if sent by United States certified mail, postage prepaid return receipt requested, or (iii) received and confirmed with an email response. For CUSTOMER, notice shall be sent to the e-mail and/or mailing address provided by CUSTOMER at the time of ordering, or otherwise on file with COMPANY. It is CUSTOMER’s responsibility to request any required contact information from COMPANY to the extent it is needed for notice under this Section 16 and to additionally ensure such contact information of CUSTOMER remains current with COMPANY.
17. ASSIGNMENT. CUSTOMER may not assign this Agreement or any of their obligations, either in whole or in part, nor delegate any performance hereunder, without the express, written consent of COMPANY, which consent shall be at COMPANY’s sole and absolute discretion. Any assignment without such consent will be null and void. COMPANY may assign this Agreement or obligations relating to any Order(s) with or without written notice to the CUSTOMER. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and legal representatives.
18. COMPLIANCE WITH LAWS: CUSTOMER represents and warrants that it shall comply with all applicable international, national, state, regional, and local laws, ordinances, regulations, and common law in performing its duties hereunder and in any of its dealings with respect to the Products.
19. HEADINGS; CONSTRUCTION: The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and read reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
20. SEVERABILITY: If a provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
21. ENTIRE AGREEMENT; MODIFICATION; WAIVER: This Agreement, together with COMPANY’s quote, any COMPANY submittal, invoice, delivery ticket, Credit Agreement, batch weight sheet, or other document incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes any prior agreement, representation, warranty or communications between the Parties hereto, whether written or oral. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter. The Parties certify and acknowledge that they have not relied on any statement, representation, warranty, or agreement of the other Party or of any other person on such Party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement.
22. FORCE MAJEURE: COMPANY shall not be liable for any failure or delay in the performance of any obligation under this Agreement to the extent such failure or delay is caused by events, circumstances, or conditions beyond COMPANY’s reasonable control, including without limitation, labor disputes; civil commotion; war; acts of terrorism; governmental actions or orders; embargoes; permitting or regulatory delays; plant, quarry, or equipment breakdown; interruptions in utility services; fires; floods; inclement weather; natural disasters; epidemics, pandemics, or public health emergencies; transportation or supply shortages; or any other act of God or cause beyond COMPANY’s reasonable control. In any such event, COMPANY’s obligations shall be suspended for the duration of the delay and for a reasonable period thereafter to permit resumption of performance. CUSTOMER acknowledges that delays or interruptions arising from such events shall not constitute a breach of this Agreement or grounds for termination. COMPANY shall provide notice of any such event as soon as reasonably practicable.
23. INSURANCE: COMPANY shall have no obligation to name CUSTOMER or any other entity as an additional insured on any insurance policy maintained by COMPANY, nor shall COMPANY be required to provide any waiver of subrogation in favor of CUSTOMER or any other entity. Any request or requirement for additional insured status, primary or non-contributory coverage, waiver of subrogation, or other insurance modification shall be effective only if expressly agreed to in a separate written agreement signed by an authorized representative of COMPANY. No purchase order, jobsite requirement, or other CUSTOMER document shall impose any such obligation on COMPANY.
24. SALE OF ADDITIONAL PRODUCTS: If CUSTOMER purchases any products or services for the same project that are not expressly identified in COMPANY’s quotation or original Order, the Parties agree that such additional purchases and deliveries shall be governed by this Agreement in all respects. Unless otherwise agreed in a separate written amendment signed by both Parties, CUSTOMER shall pay COMPANY’s then current standard regional list pricing in effect at the time such additional products or services are ordered, together with any applicable surcharges, minimum load charges, delivery charges, or other standard fees.
25. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law principles. Except as otherwise provided herein, all disputes, controversies, or claims arising out of or relating to this Agreement, any Order, or the Products supplied by COMPANY shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Philadelphia, Pennsylvania, before a single arbitrator, and shall be governed by the Federal Arbitration Act. Judgment on any award may be entered in any court of competent jurisdiction. THE PARTIES HEREBY KNOWINGLY AND EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL, CLASS ACTION, CLASS ARBITRATION OR COLLECTIVE ARBITRATION. Each Party shall bear its own attorneys’ fees and expenses, except as otherwise provided in this Agreement or awarded by the arbitrator under applicable law.
26. ACCEPTANCE OF DELIVERIES; ASSENT:
    • a. Assent by Conduct: CUSTOMER acknowledges and agrees that any action taken to place an Order, request delivery, schedule delivery, receive or permit delivery, permit unloading, or otherwise use COMPANY’s Products constitutes CUSTOMER’s unconditional acceptance of, and agreement to be bound by, this Agreement in full.
    • b. Delivery and Use as Acceptance: Without limiting the foregoing, CUSTOMER’s conduct, including allowing COMPANY’s trucks onto the project site, authorizing unloading, or using any portion of the delivered Products constitutes conduct manifesting assent under applicable law, including the Uniform Commercial Code and the Federal Arbitration Act.
    • c. No Signature Required: CUSTOMER expressly waives any argument that a handwritten or electronic signature is required for enforceability and agrees that assent may be formed through conduct, course of dealing, industry practice, and use of the Products.