[Last Updated 12/1/25]

These Material Supply Terms and Conditions (the “Agreement”) governs all sales and deliveries by rail of cement and/or slag (collectively, the “Product” or “Products”) sought to be purchased by CUSTOMER (as defined herein) from COMPANY (as defined herein). “COMPANY” shall mean the legal entity identified as the supplier of the Products on the face of an applicable purchase order, order confirmation, invoice, or quotation issued by COMPANY. “CUSTOMER” means the legal entity identified as the purchaser of the Products supplied by COMPANY. COMPANY and CUSTOMER may be referred to individually as a “Party” or collectively as the “Parties”.

By placing an Order (as defined below), issuing a purchase order, unloading, accepting delivery of the Product(s), or picking up the Product(s), CUSTOMER agrees to be bound by all of the terms and conditions as stated within this Agreement. COMPANY may publish this Agreement on a dedicated webpage and incorporate it by reference in quotations, order confirmations, 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 attached exhibits; 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, 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. 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 COMPANY’s premises 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 3 as consent to any non-conforming terms.
4. MINIMUM ANNUAL GUARANTEE: If applicable, CUSTOMER agrees to purchase the Minimum Annual Guarantee (“MAG”) during the Term (as defined in COMPANY’s Quote). CUSTOMER is obligated to purchase the MAG during the Term. In the event that CUSTOMER purchases less than the MAG during the Term, CUSTOMER shall remit to COMPANY an amount equal to the applicable price per ton of Product multiplied by the MAG less the actual tons delivered to CUSTOMER during the Term. Payments for CUSTOMER’s failure to meet the MAG purchase requirement are due and payable without set-off or deduction no later than thirty (30) days after the end of the subject year.
5. QUALIFYING DISRUPTIONS: If rail deliveries are delayed or canceled due to Qualifying Disruptions during a contract year, CUSTOMER may submit a request in writing to COMPANY seeking COMPANY’s agreement to adjust the MAG for the affected year. CUSTOMER shall submit the request for adjustment to COMPANY no later than thirty (30) days prior to the end of the Term, detailing: 1) each alleged Qualifying Disruption during the Term; 2) how the Qualifying Disruption precluded CUSTOMER from taking the MAG during the remainder of the Term; and 3) a proposed reduction to the MAG. COMPANY shall respond to CUSTOMER’s request for an adjustment to the Term within fifteen (15) business days from receipt of the request. COMPANY’s consent to a request for adjustment to the Term shall not be unreasonably withheld. A Qualifying Disruption shall be defined as an unforeseen event, which is not the result, in whole or in part, of the actions or inactions of CUSTOMER that: 1) reduces CUSTOMER’s ability to place orders and/or take delivery or rail cars; and 2) results in CUSTOMER being unable to take the remainder of the MAG during a subject year. Qualifying Disruptions may include, but are not limited to, declined orders, canceled deliveries or deliveries delayed more than fifteen (15) days, due to interruptions in train service or product availability. For the avoidance of doubt, a reduction in CUSTOMER’s demand for cement does not qualify as a Qualified Disruption.
6. ORDERS:
   • a. Placement of Orders: CUSTOMER shall order Products from COMPANY by submission of a written order to [email protected] 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: COMPANY shall endeavor to accept or decline CUSTOMER’s Order in writing within five (5) business days. 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.
   • e. Capacity and Availability: The Parties understand the uncertainty associated with rail logistics. Accordingly, each Party shall make a good faith effort to keep a schedule of accepted Orders at least sixty (60) days into the future. The Parties acknowledge that Product availability, rail logistics, and mechanical breakdowns may result in a reduction of COMPANY’s capacity to accept and deliver orders during the Term. Accordingly, COMPANY reserves the right to decline, reduce, delay, or cancel fulfillment of any CUSTOMER placed Order for any reason(s) relating to material availability, railcar availability, logistics, or conditions at any of COMPANY production facility, weather conditions, or any other reason that may affect COMPANY’s ability to deliver Orders. CUSTOMER’s sole recourse in the event COMPANY declines, reduces, delays, or cancels fulfillment of an Order is set forth below.
7. SHIPMENT TERMS; TITLE & RISK OF LOSS: All deliveries will be made in accordance with Incoterms 2020 FCA COMPANY’s designated rail loading terminals at Silvi Cement Morrisville Yard or Silvi Cement Riverside Yard (“Silvi Delivery Terminal”). The Silvi Delivery Terminal will be chosen at COMPANY’s sole discretion. Title and risk of loss shall pass from COMPANY to CUSTOMER as the Product passes the last flange of COMPANY’s loading facility into CUSTOMER’s designated Railcars. Accordingly, CUSTOMER will bear all costs and assume all risk of loss in the event the Railcars and/or their contents are damaged, delayed or diverted. Unless otherwise agreed to between the Parties in writing, CUSTOMER agrees to designate COMPANY Railcars for all deliveries. COMPANY shall arrange rail transportation on CUSTOMER’s behalf. Unless otherwise provided for in COMPANY’s Quote, all Standard Transportation Costs to Buyer’s Destination Terminal are included in CUSTOMER’s price per ton. If any loss, damage or destruction to the Railcars occurs during the Unloading Period (“Loss”), the CUSTOMER shall be responsible for all costs and expenses related to such Loss. CUSTOMER shall unload all Railcars received in a delivery during the Unloading Period. Standard Working Hours are defined as 7:00AM to 6:00PM exclusive of Saturdays, Sundays, and Holidays. Trucks arriving after 4:00PM are not to be considered Standard Working Hours. CUSTOMER is responsible for communicating its need for services outside Standard Working Hours to Buyer’s Destination Terminal ahead of time. Notwithstanding the foregoing, for pickups occurring at third-party facilities, the CUSTOMER is solely responsible for adhering to the operating hours and any policies imposed by such facilities. This includes, but is not limited to, compliance with their Standard Working Hours, payment of scheduling fees, handling fees, or any other charges mandated by the thirdparty facility. The CUSTOMER agrees to bear all associated costs and expenses related to the third-party facility, regardless of whether such fees were known at the time of contracting. Buyer’s Destination Terminal’s inability to provide service(s) outside of Standard Working Hours does not excuse or limit CUSTOMER’s obligations or liabilities hereunder.
8. ACCEPTANCE; INSPECTION; CLAIMS.
   • a. Deemed Acceptance: CUSTOMER shall have five (5) business days from the date of delivery of the Products to the Buyer’s Destination Terminal to inspect the Products and CUSTOMER shall notify COMPANY of any discrepancies in writing with respect to delivery, including but not limited to any discrepancy in the quantity or quality of the Products within this time frame. Time is of the essence. CUSTOMER’s failure to provide COMPANY with the aforementioned notice will be deemed a conclusive waiver of CUSTOMER of all claims against COMPANY relating to non-conformance and acceptance by CUSTOMER.
   • b. Investigation: COMPANY shall be given a reasonable opportunity to investigate any claim before CUSTOMER disposes of or uses the Product, performs corrective work or takes unilateral corrective action, or otherwise incurs costs allegedly related to the claim. COMPANY’s determination as to whether the Product is non-conforming shall be determined in COMPANY’s sole discretion.
   • c. Rejected Product: Any Products found to be defective or non-conforming shall be returned to COMPANY at COMPANY’s expense, and COMPANY shall then wither credit CUSTOMER’s account for all amounts paid for the non-confirming or defective Products or replace the returned Products, at COMPANY’s sole discretion.
9. PAYMENT. COMPANY shall invoice CUSTOMER at the time COMPANY completes loading of a Railcar, unless otherwise provided in COMPANY’s quote. CUSTOMER shall render payment to COMPANY without abatement, reduction or setoff within thirty (30) days of COMPANY’s invoice. COMPANY’s invoice shall include, if applicable, all outstanding amounts due from fees and costs incurred by CUSTOMER from previous deliveries. All payments must be made by either wire transfer, certified check, bank check, or such other method mutually agreed upon between COMPANY and CUSTOMER. Any amounts outstanding by the CUSTOMER shall incur one and one-half percent (1.5%) interest per month, or the highest rate allowable by law (whichever is less) from the date due until paid. This amount shall be payable monthly if applicable. Moreover, COMPANY shall be entitled at its sole option and upon written notice to CUSTOMER, to withhold future shipments if any amount(s) due to COMPANY become past due until all invoices have been paid in full. Such withholding shall not be considered a breach or default of any COMPANY obligations. Notwithstanding anything herein to the contrary, in the event COMPANY incurs any costs or expenses, including reasonable attorneys’ fees or professional collection fees, in connection with collection of outstanding payment(s) due to COMPANY, CUSTOMER shall reimburse COMPANY for any and all such costs.
10. WARRANTY.
    • a. Company’s General Warranty: COMPANY warrants and represents to CUSTOMER that the supplied Product will meet, as applicable, ASTM C150-07 standards for Type I/II cement or ASTM C989 standards for Grade 100 slag. No other express warranty is made with respect to the Products. CUSTOMER warrants that any and all Product purchased by CUSTOMER shall be purchased solely for CUSTOMER’s internal manufacturing needs unless otherwise waived by COMPANY in writing. CUSTOMER is not permitted to sell COMPANY Product to third parties without COMPANY’s prior express written consent, which shall be given in COMPANY’s sole discretion. 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. COMPANY WILL REPAIR OR REPLACE PRODUCTS SUPPLIED BY COMPANY THAT FAIL TO MEET THIS LIMITED WARRANTY WITHIN ONE (1) YEAR OF DELIVERY THEREOF. 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 10. 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 PRODUCT 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.
11. INDEMNIFICATION. To the fullest extent permitted by law, CUSTOMER agrees to defend, indemnify and hold harmless COMPANY, its subsidiaries, parents, affiliates (including but not limited to, Silvi Concrete Products, Inc., Gibraltar Rock, Inc., and Riverside Construction Materials, Inc.), their respective officers, directors, shareholders, agents, servants and employees (“Company Parties”) from and against any and all claims, losses, liabilities, damages, expenses and costs of any kind, including attorneys’ fees and court costs arising 4 out of (i) any negligent act or omission, willful misconduct, or fraud of CUSTOMER or its employees, agents, carriers, or subcontractors; (ii) CUSTOMER’s breach of any representation, warranty, or obligation under this Agreement; (iii) CUSTOMER’s movement, handling, storage, and unloading of Railcars (iv) CUSTOMER’s failure to fully conform to all laws, ordinances, rules and regulations; or (v) the alteration or modification of the Products by CUSTOMER or its employees, agents, carriers or subcontractors. 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. IN ORDER TO FACILITATE ITS INDEMNIFICATION OBLIGATIONS IN THE EVENT OF CLAIMS BY CUSTOMER’S EMPLOYEES, CUSTOMER EXPRESSLY WAIVES ANY DEFENSE TO INDEMNIFICATION WHICH MAY ARISE UNDER INDUTRIAL INSURANCE OR WORKERS’ COMPENSATION STATUTE OF ANY STATE.
12. INSURANCE: CUSTOMER shall maintain, and shall require any carrier, subcontractor, or third party retained by CUSTOMER (“Customer Parties”) to maintain, at their sole expense (if moving, storing, and unloading COMPANY equipment, including but not limited to Railcars, unloaders, and related equipment (“COMPANY Equipment”)), the following insurance coverages at all times: 1) Commercial General Liability Coverage including Products/Completed Operations contractual liability and premises liability, and coverage for loading and unloading operations – $2,000,000 per occurrence, $5,000,000 general aggregate and $2,000,000 Products/Completed Operations Aggregate – Coverage shall include bodily injury, property damage, personal and advertising injury, and independent contractor liability and shall not exclude, and shall expressly cover, property damage to COMPANY Equipment while in the care, custody and control of CUSTOMER or Customer Parties, or shall include a specific CCC Extension/Endorsement; 2) Commercial Automobile Liability Coverage $1,000,000 – Per Accident Combined Single Limit including Non-Owned & Hired Auto Liability, including coverage for loading and unloading operations; 3) Pollution Liability with a minimum of $1,000,000 per pollution condition and $1,000,000 aggregate; 4) Workers Compensation Coverage and Employers Liability Insurance with workers compensation coverage to be at statutory limits; and 5) Umbrella/Excess Liability providing follow-form over CGL, Auto and Employers’ Liability and Pollution Liability with limits of not less than $5,000,000 per occurrence and aggregate with coverage applying to all indemnity obligations herein and with no exclusion or limitation inconsistent with the same. The above policies shall be maintained with insurance companies lawfully authorized to do business on an admitted basis in the jurisdiction where the CUSTOMER operates. CUSTOMER shall name, and require any Customer Parties utilized to name, COMPANY, as well as their agents, employees, representatives, officers, directors, stockholders, members, managers and parent, subsidiary and affiliated companies, including but not limited to Company Parties as additional insureds [hereinafter “Additional Insureds”] with respect to all of the above policies with the exception of Workers Compensation. Such additional insurance shall be in the form of ISO CG 20 10 10 01 and ISO CG 20 37 10 01, or equivalent coverage for ongoing and completed operations. The coverage offered to the Additional Insureds shall be primary coverage to any other coverage maintained by the Additional Insureds and shall not permit or require such other coverage to contribute to the payment of any loss. CUSTOMER hereby waives, and shall cause all Customer Parties utilized to waive, any claim against the Additional Insureds by way of subrogation or otherwise and shall cause its insurers and subcontractor’s insurers to provide the same waiver, for any and all losses covered by any policy of insurance outlined in this Agreement. The amount of coverage set forth above shall not be construed to be a limitation of the liability on the part of the CUSTOMER or Customer Parties. Prior to the commencement of work and/or payment, the CUSTOMER shall file Certificates of Insurance with COMPANY showing the policies, limits, and coverages required under these provisions for both itself and its subcontractors. Furthermore, CUSTOMER shall provide an updated Certificate of Insurance for COMPANY upon request. To the extent that CUSTOMER engages Customer Parties, CUSTOMER shall require them to indemnify, defend, and hold harmless COMPANY and any and all Company Parties under this Agreement, on terms no less protective than set forth herein.
13. 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) calendar days following written notice thereof (ii) in the event of a monetary breach, within twenty-one (21) calendar 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 or fails to maintain creditworthiness or financial assurances required by 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 5 of such termination under this Section 13(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 13, nor shall COMPANY be liable for any consequential, incidental, indirect, special, exemplary, or punitive damages arising out of or relating to termination. iv. Return of Confidential Information Upon termination, each Party shall return to the other all Confidential Information of the other Party that is in its possession at the time of termination.
14. 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).
15. 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 15 and to additionally ensure such contact information of CUSTOMER remains current with COMPANY.
16. 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.
17. 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.
18. 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.
19. 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.
20. ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Agreement 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. This Agreement may be modified from time to time by COMPANY at its sole discretion. 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.
21. FORCE MAJUERE. COMPANY shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, or acts of God. In any such event, COMPANY’s 6 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.
22. SALE OF ADDITIONAL PRODUCTS: If CUSTOMER purchases any additional Products or services for the same project that are not expressly identified in COMPANY’s quotation or original Order, the Parties agree that all such additional purchases, deliveries, and services shall be governed exclusively by this Agreement, regardless of whether they appear on a separate Order or quotation. Unless the Parties execute a separate written amendment expressly modifying pricing for such additional items, CUSTOMER shall pay COMPANY’s then-current standard list pricing in effect at the time the additional products or services are ordered, together with all applicable charges and fees applicable at the time of order. CUSTOMER acknowledges and agrees that COMPANY may adjust its standard pricing from time to time in COMPANY’s sole discretion.
23. 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 for claims by COMPANY relating to non-payment, collection of outstanding amounts, or enforcement of COMPANY’s lien rights, which COMPANY may bring in any court of competent jurisdiction, 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”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Philadelphia, Pennsylvania, before a single neutral arbitrator, and shall be governed by the Federal Arbitration Act. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. THE PARTIES KNOWINGLY, VOLUNTARILY, AND EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL, CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ARBITRATION, OR ANY PROCEEDING IN A REPRESENTATIVE CAPACITY. Each Party shall bear its own attorneys’ fees and expenses, except as otherwise expressly provided herein, awarded under applicable law, or awarded by the arbitrator in his or her discretion.
24. ACCEPTANCE AS ASSENT:
    • a. Assent by Conduct: CUSTOMER acknowledges and agrees that any action taken to place an Order; request or schedule delivery or pickup; arrive at COMPANY’s premises for loading; receive, permit, or obtain possession of Products; 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 scheduling delivery, allowing COMPANY’s trucks onto the project site, authorizing unloading, or using any portion of the Products constitutes conduct manifesting assent under applicable law.
    • 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

EXHIBIT A

COMPANY RENTAL EQUIPMENT TERMS AND CONDITIONS

Equipment Rental(s)/Maintenance: If the Buyer rents any equipment from Silvi, including but not limited to mobile unloaders, the Buyer acknowledges and agrees to be solely responsible for the operation, maintenance, fueling, and upkeep of the rented equipment during the rental period. The Buyer shall ensure that all equipment is kept in good working condition, with necessary repairs made promptly by qualified personnel approved by Silvi in writing. The Buyer is also responsible for providing any power, fuel, or other resources necessary for the operation of the equipment during the rental term. The equipment shall remain the sole property of Silvi at all times, and the Buyer shall not have any right, title, or interest in the equipment other than the right to use it in accordance with the terms set forth herein. The Buyer shall not sublease, assign, or transfer the equipment to any third party without the prior written consent of Silvi.

Condition and Return of Equipment: The Buyer agrees to return the rented equipment to Silvi at the end of the rental term in the same condition in which it was delivered, free of any additional wear or damage outside normal wear and tear, fully cleaned. The Buyer must return the equipment to the designated location specified by Silvi and in full working order. Silvi shall have sole discretion to determine whether the condition of the equipment meets the standards set forth herein. Any damage, malfunction, or deterioration outside of normal wear and tear will be the responsibility of the Buyer. Failure to return the equipment in the required condition will result in Buyer being liable for all costs associated with restoring the equipment to compliant working order, including but not limited to transportation, cleaning, repair, or replacement costs.

Risk of Loss & Damage: The Buyer assumes full responsibility and risk for any loss, theft, or damage to the rented equipment regardless of cause from the moment Silvi begins transporting the equipment to the Buyer’s designated terminal until the equipment is returned to Silvi’s delivery terminal. In the event of loss, theft, or damage to the equipment, the Buyer, at Silvi’s sole discretion, shall either: (1) repair the equipment and return it to good working order determined at Silvi’s sole discretion, or (2) replace the equipment with a similar equipment of the same make, model, age, and in good working order, all at the Buyer’s expense. Buyer agrees to cover any costs incurred in restoring the equipment to a condition deemed satisfactory by Silvi.

Accident & Incident Notification: The Buyer agrees to notify Silvi in writing within twenty-four (24) hours of any incident involving the rented equipment, including but not limited to any accidents, injuries, or damages caused by or arising out of the use of the equipment. This notification requirement extends to any and all claims, including those that may reasonably arise out of or are related to the use of the equipment, and shall include incidents involving damage to property or personal injury, whether or not the incident was caused by the Buyer or any third party.

Indemnification: To the fullest extent permitted by applicable law, the Buyer agrees to defend, indemnify, and hold harmless Silvi, its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, contractors, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, expenses, fines, penalties, or other obligations (including, but not limited to, reasonable attorneys’ fees, expert fees, court costs, and all other litigation costs) arising out of or in any way related to: (i) the Buyer’s use, operation, possession, or maintenance of the rented equipment; (ii) any act or omission by the Buyer or its employees, agents, or contractors in connection with the rented equipment; (iii) any breach of these Terms by the Buyer; (iv) any personal injury (including death), property damage, or other loss arising from the Buyer’s use of the rented equipment, regardless of whether such injury, damage, or loss is caused by the negligence or willful misconduct of the Buyer, its employees, agents, or contractors, or the Indemnified Parties. For the avoidance of doubt, this indemnification obligation shall apply even if the claim, damage, or injury is caused in whole or in part by the negligence or fault of Silvi, its agents, employees, or contractors, and the Buyer expressly waives any claim for indemnification or contribution under the Workers’ Compensation laws or any similar statutes of any State. This indemnification obligation is independent of, and in addition to, any other obligations of the Buyer under these Terms and shall survive the termination of these Terms.

Insurance: All insurance terms, including, but not limited to, required policies and limits, as well as ancillary terms related to the naming of additional insureds, waiver of subrogation and the primary/non-contributory nature of the coverage offered, are incorporated by reference as though fully set forth herein.

Responsibility for Use: Buyer will use and operate said equipment and cause it to be used and operated only in such manner, under such working conditions, and for such purposes as are consistent with the capacity and design of the equipment and for performing operations for which it was designed. Lessee shall be liable for all repairs caused by the abuse or negligence of its employees and agents including but not limited to improper application, operator neglect or misuse. Lessee shall not make any alterations to equipment without the prior consent of Silvi. Buyer shall only use equipment to perform work contemplated by this Agreement with individuals qualified to operate the leased equipment. The Buyer assumes full responsibility for the safe and proper use of the rented equipment and the Buyer shall warrant that the equipment is used only by trained, competent, and authorized personnel and that it is used in accordance with all applicable laws, regulations, and industry standards. Silvi shall not be liable for any direct, indirect, special, punitive or consequential damages arising from the Buyer’s use of the equipment, including any damage to third-party property or personal injury. Moreover, Silvi shall not be liable for any actual, direct, indirect, special, or consequential damages due to, caused by, or resulting from (a) any defect and/or malfunction of the equipment or its installation or maintenance, or (b) any delays in the installation, delivery, or operation of such equipment. Silvi makes no warranties, express or implied, regarding the fitness, condition, or performance of the equipment.

Default and Remedies: If Buyer fails to comply with any other provision of this Exhibit A and such default shall continue for five (5) days after written notice to Buyer, Silvi may at its option, with or without terminating these Terms and Conditions, repossess the equipment with or without demand or notice to the Lessee, and without court proceeding, and Buyer waives any and all claims against Silvi with respect to such retaking. Silvi may pursue any other remedy available to it at law or in equity.