[Last Updated 11/28/25]

These Procurement Terms and Conditions for Goods and Services (the “Agreement”) shall govern all purchases of goods and/or services by CUSTOMER from VENDOR. “CUSTOMER” means the legal entity identified as the purchaser on the face on an applicable Work Order or Purchase Order (each, as defined below). “VENDOR” means the party providing Goods (defined below) and/or Services (defined below) to CUSTOMER. CUSTOMER and VENDOR may be referred to individually as a “Party” and collectively as the “Parties.”

By accepting an Order (defined below), commencing performance, or delivering Goods and/or Services to CUSTOMER, VENDOR agrees to be bound by this Agreement. CUSTOMER may publish this Agreement on a dedicated webpage and incorporate it by reference in Order Documents or written communications with VENDOR. CUSTOMER 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 CUSTOMER in writing, any revision will apply only to Orders issued by CUSTOMER on or after the Last Updated date and will not retroactively alter the terms applicable to Orders previously accepted or performed.

1. Contract Documents: This Agreement shall consist of (1) CUSTOMER’s Work Order or Purchase Order (defined below); (2) any written modifications to the Work Order or Purchase Order mutually agreed to in writing; (3) such other documents enumerated herein which are incorporated by reference (collectively, “Order Documents”). The Order Documents represent the entire and integrated agreement between the Parties hereto and supersede prior negotiations, representations, warranties, or agreements, written or oral. The “Goods” shall mean all tangible items, materials, supplies, parts, equipment, or other deliverables supplied by VENDOR under this Agreement or any applicable Order Documents. The “Services” shall mean all labor, work, materials, equipment, services, or obligations required to be performed and/or furnished by VENDOR under any of the Order Documents. The Order Documents, together with this Agreement, represent the entire and integrated agreement between the Parties relating to the procurement of Goods and/or Services covered thereby and supersede all prior or contemporaneous negotiations, representations, proposals, quotations, catalogs, website terms, click-through terms, and other writings or communications, whether written or oral, concerning such subject matter
2. No Conflicts: To the extent there is a conflict between the terms and conditions of this Agreement, and the terms and conditions of any other document, including without limitation, an Order (defined below), or such other document proposing additional or different terms, this Agreement shall control, and such conflicting, additional, or different terms are expressly rejected, shall be null and void, and of no effect. Notwithstanding the foregoing, if VENDOR and CUSTOMER are already parties to a separate, duly executed written agreement that expressly governs the same subject matter as this Agreement (an “Existing Agreement”), the terms of that Existing Agreement shall control solely to the extent that this Agreement conflicts with or creates ambiguity in relation to those terms. In all other respects, the terms of this Agreement shall supplement and apply in conjunction with the Existing Agreement.
3. Expressly Conditional Acceptance: CUSTOMER’s issuance of an Order, and/or CUSTOMER’s agreement to purchase Goods and/or Services from VENDOR, is expressly conditioned upon VENDOR’s assent to this Agreement. Any acceptance, acknowledgement, shipment, or performance by VENDOR that purports to be made on terms additional to or different from this Agreement shall be deemed a counter-offer, which is rejected by CUSTOMER; however, VENDOR’s commencement of performance, shipment, or delivery of Goods or performance of Services in response to an Order shall constitute VENDOR’s acceptance of this Agreement to the exclusion of any VENDOR terms. By commencing or providing any Goods and/or Services, either in whole or in part, VENDOR affirms that they have read, understood, and have agreed to be bound by this Agreement, without exception or reservation.
4. Acceptance:
   • a. Payment for Goods and/or Services hereunder shall not constitute acceptance of such Goods and/or Services, nor shall tender of payment be a condition to VENDOR’S duty to complete any performance or fulfillment of Goods and/or Services called for hereunder. CUSTOMER has the right to inspect the Goods and/or Services before or after payment, and to reject any or all Goods and/or Services which are in CUSTOMER’S sole discretion defective or non-conforming or which differ in any way from any specifications and/or warranties herein contained or implied by law or which otherwise does not conform to the requirements of the Order Documents, and the VENDOR shall have no right thereafter to cure such defects for failure to conform to such specifications and warranties.
5. Ordering:
   • a. CUSTOMER shall order the Services by submitting a written work order (“Work Order”). CUSTOMER shall order the Goods by submitting a written purchase order (“Purchase Order”). For purposes of this Agreement, a Work Order and Purchase Order shall be collectively referred to as an “Order”.
   • b. The Order shall specify the quantity and/or type of Goods and/or Services to be procured by CUSTOMER.
   • c. No Order/No Pay Policy. VENDOR shall not provide any Goods and/or Services without first receiving an approved Order from CUSTOMER unless otherwise waived by CUSTOMER in writing. Any Goods and/or Services provided without an approved Order are provided at VENDOR’s sole risk. CUSTOMER shall have no obligation to pay for, or accept, any such unauthorized Goods and/or Services, except to the limited extent that CUSTOMER elects in its sole discretion, in writing, to do so.
6. Transportation/Delivery: Delivery dates and completion deadlines are firm and TIME IS OF THE ESSENCE. VENDOR shall promptly notify CUSTOMER in writing if it anticipates difficulty complying with any required date and shall use best efforts to meet such dates. CUSTOMER has no obligation to accept late deliveries or late performance. If VENDOR fails to meet any required date, CUSTOMER may procure replacement Goods and/or Services, and VENDOR shall be liable for all costs and damages incurred by CUSTOMER as a result.
7. Risk of Loss: Title and risk of loss shall transfer only when: (i) for Goods, after CUSTOMER physically receives and accepts conforming Goods at the delivery location; and (ii) for Services, when the completed Services have been accepted in writing by CUSTOMER. Until such acceptance, VENDOR bears all risk of loss or damage.
8. Warranties:
   • a. In addition to any warranty implied by fact or law, VENDOR warrants and represents that (1) any Goods and/or Services are and shall remain free and clear of all security interests, liens, encumbrances, and/or colorable claims of any kind, including, without limitation, any claims of patent, copyright, trademark, trade secret, or other proprietary right infringement; (2) VENDOR has and shall convey to CUSTOMER good and marketable title to all Goods, free of claims of third parties; (3) all Goods and/or Services shall strictly conform to all specifications, samples, drawings, descriptions, statements of work, or other requirements furnished, approved, or adopted by CUSTOMER or as called for in the Work Documents, as applicable, and shall be delivered and performed in accordance with the terms of this Agreement or an applicable Order; (4) all Goods shall be new (unless otherwise agreed to in writing), of merchantable quality, free from defects (latent and patent) in material, design, and workmanship, and fit for their intended purpose, including any purpose made known to VENDOR or for which CUSTOMER relies on VENDOR to select or furnish such Goods; (5) all Services shall be performed: (i) by qualified, properly trained, and adequately supervised personnel; (ii) in accordance with the standards of care and diligence normally practiced within VENDOR’s industry who perform similar services; (iii) in a professional and workmanlike manner; (iv) in compliance with all applicable law, rules, regulations, and industry standards. All Services shall be free from defects in performance. VENDOR warrants that its performance under this Agreement will not violate any applicable law, rule, regulation or judicial order, and will not breach contractual obligations or confidential relationships of VENDOR with any third party. These warranties shall extend for a period of two (2) years from the date of delivery of Goods or completion of the Services, whichever is later, and shall run to CUSTOMER, its customers, successors, and assigns. VENDOR expressly consents to CUSTOMER’s assignment of such warranties to any such parties. Inspection, acceptance, or use of any Goods or Services shall not affect VENDOR’s obligations or CUSTOMER’s rights under these warranties, all of which expressly survive inspection, acceptance, or use.
   • b. Remedies: Without limitation of any rights or remedies available to CUSTOMER, in the event of any breach of warranty, CUSTOMER may, at its option and at VENDOR’s sole cost and expense: (i) require prompt correction, repair, or replacement of the nonconforming Goods or re-performance of the Services; or (ii) return such Goods and/or reject such Services for a full refund of all amounts paid. VENDOR shall be responsible for all liabilities, costs, and expenses (including consequential damages) arising out of or relating to its failure to meet the warranties and representations contained herein. All express warranties contained herein are in addition to and not in limitation of any other express or implied warranties under applicable law.
9. Termination:
   • a. During the Term, CUSTOMER may terminate this Agreement or an Order by written notice if:
     • i. VENDOR breaches a material covenant, warranty, commitment or obligation under this Agreement and fails to cure such breach within thirty (30) days of written notice thereof; or
     • ii. VENDOR enters into liquidation, bankruptcy, reorganization, dissolutions, or any other similar procedure.
   • b. CUSTOMER may also terminate this Agreement at any time upon ninety (90) days of written notice.
   • Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by CUSTOMER. At the time of termination, CUSTOMER will be entitled to cancel any unfulfilled part of this Agreement without any liability whatsoever. Termination shall be in addition to any other applicable remedies that may be available to CUSTOMER under applicable law or otherwise.
10. Confidentiality:
    • a. The Parties acknowledge that they may have and may continue to disclose to each other confidential information, knowledge, data, or records in every form or media, whether written or otherwise, regardless of the method of communication relating to past, present, or future technologies, or know-how of a Party, including without limitation, pricing, product specifications, product performance characteristics, quality control specifications, methods related to production of products, distribution channels, products, designs, processes, the terms of this Agreement or an Order, or any information which a Party knows or has reason to believe is a trade secret of the other Party or is otherwise confidential (“Confidential Information”).
    • b. Each Party shall not disclose any Confidential Information of the other Party to others and shall not use any Confidential Information of the other Party for any purpose other than as expressly authorized by this Agreement. Each Party shall be fully responsible for noncompliance with the provisions of this Section 10 by any of such Party’s owners, officers, employees, or agents. The degree of care for handling such Confidential Information received by the other Party shall be at least the degree of care the receiving party uses for its own confidential information, but in no event less than what is commercially reasonable.
    • c. The obligation of the Parties under this Section above shall not extend to any information:
      • i. Which was already in the possession of the receiving Party, as shown by written records, prior to receipt of such information from the disclosing Party; or
      • ii. Which is now or hereafter becomes generally available to the public on a nonconfidential basis through no fault or action or failure to act on the part of the receiving Party; or
      • iii. Can be shown by written records that it was developed independently by an employee of the receiving Party who did not have access to the disclosing Party’s Confidential Information.
    • d. Each Party either shall return or destroy the other Party’s Confidential Information within sixty (60) days after the expiration or termination of this Agreement. If the Confidential Information is returned, all physical embodiments of Confidential Information received hereunder, including, without limitation, any copies, or excerpts thereof, shall be returned and all electronic recordation and any other reproducible forms of the Confidential Information shall be erased within such sixty (60) day period.
    • e. The Parties agree that the remedy at law available to VENDOR or CUSTOMER for breach or threatened breach of the confidentiality provisions of this Section 10 will be inadequate and therefore in event of said breach or threatened breach, the non-breaching Party shall be entitled to, in addition to other remedies and damages available, equitable relief including injunctive relief in any court of competent jurisdiction, to restrain the breach or threatened breach, or otherwise enforce the provisions of this Section 10.
    • f. The obligations pursuant to this Section 10 shall survive expiration or termination of this Agreement indefinitely.
    • g. The provisions of this Section 10 shall supersede the terms of any previous confidentiality agreement(s) between the Parties relating to the subject matter hereof.
11. Indemnification:
    • a. VENDOR hereby releases and shall indemnify, defend and hold harmless CUSTOMER and its subsidiaries and affiliates, including but not limited to Constructural Dynamics, Inc., Riverside Construction Materials Inc., and Silvi Concrete Products, Inc., and their respective officers, agents, employees, affiliates, successors and assigns and authorized representatives of all the foregoing (“Customer 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 this Agreement, whether arising before or after provision of the Goods and/or completion of the Services 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 whole or in part, by reason of any act, omission, fault, negligence (whether active or passive), and/or strict liability of VENDOR, its employees, agents, 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 CUSTOMER; (b) the breach by VENDOR of any representation, warranty, covenant, or performance obligation of this Agreement. VENDOR’S AFORESAID RELEASE, INDEMNITY AND HOLD HARMLESS OBLIGATIONS, OR PORTIONS OR APPLICATIONS THEREOF, SHALL APPLY EVEN IN THE EVENT OF THE 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. VENDOR SPECIFICALLY WAIVES ANY IMMUNITY PROVIDED AGAINST THIS INDEMNITY BY AN INDUSTRIAL INSURANCE OR WORKERS’ COMPENSATION STATUTE OF ANY STATE.
12. Limitation of Liability IN NO EVENT SHALL CUSTOMER BE LIABLE UNDER THIS AGREEMENT TO THE VENDOR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF CUSTOMER, AND VENDOR’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GOODS OR SERVICES WITH RESPECT TO WHICH SUCH CLAIM IS MADE. CUSTOMER disclaims any obligation to name VENDOR, its subcontractors, general contractors, affiliates, agents, employees or related entities as additional insured on any insurance policy held by CUSTOMER.
13. Relationship Between the Parties: The relationship of the Parties hereto is that of either a vendor and customer or service provider and service recipient, as applicable. 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, VENDOR shall not be empowered to bind CUSTOMER in any way, to incur any liability, make any statements, representations, warranties or commitments, or otherwise act on behalf of the CUSTOMER. 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.
14. Assignment: VENDOR may not assign this Agreement (in whole or in part) or delegate any performance without CUSTOMER’s prior written consent, which may be withheld in CUSTOMER’s sole discretion. Any purported assignment by VENDOR without such consent is void. CUSTOMER may assign this Agreement, any Order, and any rights or obligations hereunder, in whole or in part, to any affiliate or successor (by merger, asset sale, or otherwise) without VENDOR’s consent.
15. Compliance With Laws: VENDOR represents and warrants that it shall comply with all applicable international, national, state, regional, and local laws, ordinances, regulations, standards, including the requirements of the Occupational Safety and Health Administration (OSHA), and common law in performing its duties hereunder with respect to Services provided under this Agreement.
16. 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.
17. 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.
18. Modification; Waiver: Except for CUSTOMER’s right to update this Agreement as outlined herein, this Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. 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.
19. Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflictof-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.
20. Insurance (Services Only): Prior to the commencement of Services, VENDOR and each and every sub-contractor or agent utilized by VENDOR, shall, at its sole expense, maintain the following insurance at all times: 1) Commercial General Liability Coverage including Products/Completed Operations – $1,000,000 per occurrence, $2,000,000 general aggregate and $2,000,000 Products/Completed Operations Aggregate; 2) Commercial Automobile Liability Coverage $1,000,000 – Per Accident Combined Single Limit including Non-Owned & Hired Auto Liability; 3) Workers Compensation Coverage – Workers Compensation Statutory Limits; and 4) Commercial Umbrella Liability Coverage – $5,000,000 per occurrence, $5,000,000 aggregate, with the policy to apply excess of the Commercial General Liability and Commercial Automobile Liability Coverages. VENDOR, and VENDOR’s subcontractors, shall maintain the above policies with insurance companies lawfully authorized to do business on an admitted basis in the jurisdiction where the VENDOR’s services are performed. CUSTOMER, Customer Parties as well as their agents, employees, representatives, officers, directors, stockholders, members, managers and parent, subsidiary and affiliates shall be named 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 on all liability and umbrella policies 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. VENDOR hereby waives any claim against the Additional Insureds by way of subrogation or otherwise, and shall cause its insurers, VENDOR’s agents, subcontractors and subcontractors’ insurers to provide the same waiver, for any and all losses covered by any policy of insurance outlined in this agreement. Prior to the commencement of Services and/or payment, the VENDOR shall file Certificates of Insurance with CUSTOMER showing the policies, limits, and coverages required under these provisions. Furthermore, VENDOR shall provide an updated Certificate of Insurance for CUSTOMER upon request.
21. Assent:
    • a. By Conduct and Performance: VENDOR acknowledges and agrees that any action or engagement taken in response to an Order, commencing performance, delivering or attempting to deliver Goods, schedule Services, perform Services, or enter CUSTOMER’s premises or delivery location, or otherwise to carrying out any action in response to a CUSTOMER Order constitutes manifesting assent under applicable laws and VENDOR’s unconditional acceptance of, and agreement to be bound by this Agreement in full.
    • b. No Signature Required: VENDOR expressly waives any argument that a handwritten or electronic signature is required for enforceability and agrees that assent may be formed through engagement, delivery, performance, course of dealing, trade usage, or industry practice.