Terms and Conditions

Terms & Conditions: United States

Seller	Engage Building Products Inc.
Address	708 Main Street, Floor 10, Houston, Texas 77002, United States
Effective	1 September 2026
Version	Version 3.0
Applies to	Every quotation, price list, order, order acknowledgment, sale and delivery of Goods by Seller

PART AFORMATION, PRICING AND PAYMENT

1.Application and Precedence of These Terms

These Terms and Conditions (the “Terms”) govern every quotation, price list, order, order acknowledgment, sale and delivery of goods (“Goods”) by Engage Building Products Inc. of 708 Main Street, Floor 10, Houston, Texas 77002, United States (“Seller”) to any purchaser (“Buyer”). These Terms, together with Seller’s quotation or price list and Seller’s order acknowledgment, constitute the entire agreement between the parties with respect to the Goods.

Seller manufactures and supplies Goods under the FastPlank®, EasyTrim Reveals®, QuickPanel® and Architectural Elements® brands.

These Terms expressly supersede and replace any additional, different or conflicting terms contained in Buyer’s purchase order, request for quotation, credit application, subcontract, master agreement, project specification or any other Buyer document, whether submitted before or after these Terms and regardless of any acknowledgment, acceptance, incorporation-by-reference or precedence language contained in that document. Any such additional or different terms are hereby objected to and rejected, and no course of dealing, course of performance or usage of trade will operate to modify these Terms.

Buyer’s issuance of a purchase order, acceptance of delivery of any Goods, or payment for any portion of an order constitutes Buyer’s unqualified acceptance of these Terms in their entirety.

2.Quotations, Price Lists, Orders and Acknowledgment

2.1 Quotations. A written quotation issued by Seller is an offer to sell the Goods described, on the commercial terms stated in it and on these Terms, and on no others. Acceptance is expressly limited to those terms. A quotation expires 30 days after issue, is subject to Seller’s credit approval and to availability of material, and may be revoked, amended or withdrawn by Seller at any time before Buyer’s acceptance. Buyer accepts by issuing a purchase order that conforms to the quotation.

2.2 Price lists. A price list published by Seller and delivered to Buyer is a continuing offer to sell the Goods listed, at the prices stated and on these Terms, and on no others, subject to the conditions stated on the face of the price list. Acceptance is expressly limited to those terms. Buyer accepts by issuing a purchase order for a Good listed. A price list issued by Seller supersedes and replaces every earlier price list from its effective date, and an order received on or after that date is accepted only at the prices and on the terms of the current price list. Only the PDF version of a price list constitutes Seller’s offer; any spreadsheet or other working copy is provided for convenience only, is not an offer, and does not vary these Terms.

2.3 Terms in Buyer’s documents. Any additional or different term contained in Buyer’s purchase order, request for quotation, credit application, subcontract, master agreement, project specification or other document is objected to in advance, is rejected, and does not become part of any contract, whether submitted before or after these Terms and regardless of any acknowledgment, acceptance, incorporation-by-reference or precedence language it contains. This objection is given in advance under UCC § 2-207(2)(c), applies to every purchase order and other Buyer document, and applies whether or not the term materially alters the contract. Neither Seller’s acceptance of an order, nor Seller’s shipment of any Good, nor Seller’s acceptance of payment, constitutes acceptance of any term in any Buyer document.

2.4 Orders not preceded by a quotation or price list. Where Buyer issues a purchase order that was not preceded by a Seller quotation or price list covering the Goods ordered, or that does not conform to the quotation or price list, no contract is formed until Seller issues a written order acknowledgment, and:

SELLER’S ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO THESE TERMS. SELLER IS UNWILLING TO PROCEED WITH THIS TRANSACTION UNLESS BUYER ASSENTS TO THESE TERMS.

2.5 Acknowledgment governs; verification window. Quantities, dimensions, profiles, colors, finishes and prices shown on Seller’s order acknowledgment govern. Buyer is solely responsible for verifying the order acknowledgment against its own requirements and for notifying Seller in writing of any discrepancy, and of any objection to these Terms, within 2 business days of receipt and in any event before shipment. Failing that notice, the order acknowledgment is deemed correct, Buyer is deemed to have assented to these Terms, and Buyer bears the cost of any resulting error.

2.6 No shipment before acknowledgment. Seller will not ship against an order until a written order acknowledgment incorporating these Terms has been issued to Buyer.

3.Prices; Price Escalation and Tariff Surcharge

Prices are those set out in Seller’s order acknowledgment and are based on Seller’s costs, including duties and tariffs, in effect on the date of acknowledgment. Unless expressly stated, prices exclude freight, taxes, duties, customs brokerage, unloading, storage and insurance.

If, between order acceptance and shipment, any new or increased tariff, duty, anti-dumping or countervailing measure, carbon or border adjustment charge, freight surcharge, or documented raw-material or coating cost increase exceeding 5% takes effect, Seller may adjust the price to reflect that increase on 10 days’ written notice, supported by reasonable documentation. If Buyer does not accept the adjusted price in writing within 5 business days of that notice, either party may cancel the affected, unshipped portion of the order, and Seller will refund any deposit less non-cancelable costs already incurred. This right of cancellation does not apply to Custom Products on which production has commenced, which remain subject to Section 14.

4.Taxes, Duties, Customs and Importer of Record

Prices exclude all federal, state and local sales, use, excise, environmental and similar taxes, all of which are for Buyer’s account unless Buyer supplies a valid resale or exemption certificate acceptable to Seller before invoicing. Buyer indemnifies Seller against any tax, interest or penalty assessed as a result of a certificate that is invalid, expired or misapplied.

For any cross-border shipment, Seller will act as importer of record on Buyer’s behalf and will be responsible for customs entry, clearance and payment of duties, tariffs and brokerage in the country of destination. Duties and tariffs in effect at the date of the order acknowledgment are reflected in the price, and Section 3 governs any subsequent increase. Buyer will provide any information, certification or documentation Seller reasonably requires for customs purposes, and will indemnify Seller against any duty, tax, interest or penalty assessed as a result of information supplied by Buyer that is inaccurate, incomplete or out of date. Buyer remains responsible for all destination taxes under this Section and for any obligation arising from Buyer’s own onward sale or export of the Goods.

5.Credit, Payment Terms and Interest

Unless Seller has extended written credit terms, all Goods are payable in full before shipment. Where credit terms are extended, payment is due on the terms stated in Seller’s order acknowledgment or otherwise agreed in writing between Seller and Buyer, and in the absence of a stated term, net 30 days from the date of invoice, in United States dollars, without set-off, deduction, backcharge, retainage, counterclaim or withholding of any kind. Buyer is not entitled to withhold payment on account of any dispute, back-charge, project retainage or claim against Seller.

Overdue amounts bear interest at one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law if lower, calculated from the due date until paid in full, before and after judgment.

Buyer is liable for all costs of collection, including Seller’s reasonable attorneys’ fees, collection agency fees and court costs, whether or not suit is commenced. Seller may apply any payment received against any outstanding amount owing by Buyer as Seller elects, notwithstanding any contrary instruction from Buyer.

Seller may, without liability, suspend performance, withhold shipment, require cash in advance or security, revoke credit, or reclaim Goods in Buyer’s possession for which payment is overdue, if Buyer is in default, exceeds its credit limit, or if Seller in good faith considers Buyer’s creditworthiness to have deteriorated.

PART BDELIVERY, RISK AND ACCEPTANCE

6.Shipping Terms, Freight and Risk of Loss

6.1 Passage of title and risk. Unless the order acknowledgment states otherwise, Goods are sold F.O.B. Seller’s facility (origin), and title to and risk of loss or damage in the Goods pass to Buyer together, on the earlier of (a) delivery of the Goods to the carrier at Seller’s facility, whether the carrier is engaged by Seller or by Buyer and whether or not Seller loads the Goods, and (b) the date Seller invoices the Goods under Section 12. From that moment Seller’s remaining interest in the Goods is as set out in Section 15.

A FREIGHT ALLOWANCE, PREPAID FREIGHT, FREIGHT INCLUDED IN THE PRICE, OR FREIGHT ARRANGED BY SELLER DOES NOT ALTER THE PASSAGE OF TITLE OR RISK UNDER THIS SECTION. WHERE SELLER ARRANGES TRANSPORTATION IT DOES SO AS BUYER’S AGENT, AT BUYER’S COST AND RISK.

6.2 Freight charges. Freight is charged in accordance with Seller’s published shipping schedule current at the date of the order acknowledgment for the product line ordered. Shipping schedules differ by product line and by destination zone, may be revised by Seller at any time, and are published with Seller’s price lists. Freight to any destination not shown on the applicable shipping schedule is quoted separately.

6.3 Delivery to job sites. Seller’s published shipping rates reflect delivery to Buyer’s dealer or distributor location. Additional charges apply to delivery to a job site or to any destination requiring specialized equipment, restricted access, appointment scheduling, limited-access delivery or extended dwell time.

6.4 Unloading and site access. Seller is not a carrier and assumes no carrier liability. Delivery is curbside to the nearest point safely accessible to a standard highway trailer. Buyer is responsible, at its cost, for site access, permits, traffic control, unloading, unloading equipment and qualified personnel, and for the safe handling and storage of the Goods after unloading.

6.5 Installments. Seller may deliver in installments, and each installment is treated as a separate contract. Failure or delay in respect of one installment does not entitle Buyer to terminate or reject any other installment.

7.Delivery Dates Are Estimates

All delivery, shipment and completion dates are good-faith estimates only. Time is not of the essence with respect to delivery unless expressly stated to be of the essence in a document signed by an authorized officer of Seller. If Seller reasonably anticipates a delay, Seller will notify Buyer in writing within 5 business days of discovering the likely delay, with a revised estimated date. Buyer’s sole and exclusive remedy for delay is as set out in Section 27.

8.Shortages, Visible Damage and Transit Damage

8.1 Inspection on arrival. Buyer must inspect all Goods on arrival, before unloading is complete, and count the material against the packing list. Any shortage, mis-shipment or visible damage must be (a) noted in detail on the carrier’s bill of lading or delivery receipt at the time of delivery and signed by the driver, and (b) reported to Seller in writing, with photographs, within 5 business days of delivery.

8.2 Concealed damage. Concealed damage must be reported to Seller in writing, with photographs, within 10 calendar days of delivery and before the Goods are cut, fabricated, painted, installed or otherwise processed.

Failure to comply with this Section is a complete waiver of any claim for shortage, mis-shipment or transit damage. Where risk has passed to Buyer, claims for transit damage lie against the carrier and not against Seller, and Seller’s only obligation is to provide reasonable assistance with the carrier claim.

8.3 Delivery to a person designated by Buyer. Where Goods are delivered to an address, yard, job site, carrier’s terminal or person designated by Buyer, whether or not that person is Buyer, that person receives the Goods as Buyer’s agent for all purposes of Sections 8 and 9, including inspection, count, notation of shortage or damage on the bill of lading or delivery receipt, and the giving of notice. Buyer is responsible for that person’s performance of those obligations, and for providing that person, before delivery, with Seller’s delivery and inspection notice and Seller’s current published installation instructions. Any failure by that person to inspect, to note a shortage or damage, or to give notice within the periods stated in this Section is a failure by Buyer and has the consequences stated in this Section. Delivery to that person is delivery to Buyer for all purposes of these Terms, including the passage of title and risk under Sections 6 and 12 and the running of the acceptance periods in Section 9.

9.Inspection, Acceptance, and Installation as Acceptance

Buyer must inspect all Goods for conformity, color, finish, profile, dimension and visible defect before installation, fabrication or further processing. Goods are deemed accepted on the earlier of (a) 15 calendar days after delivery without written rejection, and (b) the commencement of cutting, fabrication, painting, installation or other processing of the Goods.

NO CLAIM WILL BE ACCEPTED IN RESPECT OF ANY DEFECT, COLOR VARIATION, FINISH VARIATION OR OTHER NON-CONFORMITY THAT WAS OR REASONABLY SHOULD HAVE BEEN VISIBLE ON INSPECTION BEFORE INSTALLATION, WHERE THE GOODS HAVE BEEN INSTALLED. INSTALLATION OF ANY GOOD CONSTITUTES ACCEPTANCE OF THAT GOOD AS CONFORMING IN ALL VISIBLE RESPECTS.

10.Force Majeure

Seller is not liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including: acts of God; fire, flood, extreme weather and natural disaster; war, terrorism, riot and civil unrest; epidemic and pandemic; labor disputes, strikes and lockouts, whether or not involving Seller’s own workforce; government action, order, embargo or sanction; the imposition of or increase in tariffs, duties, export or import restrictions, or other trade measures affecting Seller’s raw materials, coatings or components; cyber incident or utility failure; and shortage, disruption or unavailability of raw materials, coatings, components, energy, labor or transportation from Seller’s suppliers or carriers (each, a “Force Majeure Event”).

Seller will notify Buyer in writing within 5 business days of becoming aware of a Force Majeure Event, will use commercially reasonable efforts to mitigate its effects and to identify alternative sources or timelines, and will keep Buyer reasonably informed. Seller may allocate available Goods among its customers in any manner it considers fair and reasonable. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected order without further liability, other than for Goods already delivered and non-cancelable costs already incurred by Seller.

11.Cancellation, Changes and Buyer’s Termination Rights

Buyer may not cancel, reduce, suspend, reschedule or change an accepted order except with Seller’s prior written consent. Any right of termination for convenience appearing in a Buyer document does not apply and is expressly rejected.

Where Seller consents to a cancellation, reduction or change, or where an order is canceled under Section 3 or Section 10, Buyer will reimburse Seller for all costs reasonably incurred or committed before cancellation, including raw material and coatings purchased or committed, labor and machine time expended, freight and storage incurred, plus a cancellation charge of 20% of the affected order value, and, in the case of Custom Products, the amounts payable under Section 14.

12.Completed Goods Ready for Delivery — Invoicing, Storage, Title and Risk

Where Seller manufactures, produces or procures Goods in accordance with a delivery date specified by Buyer, Seller will hold the completed Goods at its facility at no charge for up to five (5) calendar days after the date the Goods are ready for shipment or pickup (the “Ready Date”). If Buyer has not taken delivery within that period, Seller may, at its sole discretion and without further notice: (a) invoice Buyer for the full order price, whereupon title to and risk of loss in the Goods immediately transfer to Buyer notwithstanding that the Goods remain at Seller’s premises, and Seller’s remaining interest in the Goods is as set out in Section 15; and (b) require Buyer to take delivery within 10 further days.

Where Seller has capacity to do so, Seller may continue to store the Goods at its facility at Buyer’s expense and risk, subject to a storage charge of $8.25 per skid per day. Seller is under no obligation to store the Goods, and may at any time, without further notice, ship the Goods to Buyer’s address of record or place them with a third-party storage facility, in each case at Buyer’s expense and risk. Buyer is liable for all storage, handling, transportation and insurance costs incurred under this Section.

Seller has no liability for loss, damage, deterioration, corrosion or theft affecting the Goods after the Ready Date or after title and risk have passed under this Section, whichever is earlier. Buyer is responsible for insuring the Goods from the time title and risk pass under this Section, including while the Goods remain at Seller’s premises. This Section is in addition to, and does not limit, Seller’s security interest under Section 15.

PART CRETURNS, CUSTOM PRODUCT AND SECURITY

13.Returns and Exchanges

13.1 Authorization required. Returns and exchanges are accepted only in accordance with this Section and only with a Return Material Authorization (“RMA”) number issued by Seller in advance. Goods returned without an RMA number are unauthorized, will be refused, and will be returned to Buyer at Buyer’s expense.

13.2 Defect returns. Where Buyer claims a manufacturer defect, the claimed defect must be reported to Seller in writing within 5 business days of receipt, with clear photographic evidence, and the material must be shipped back within 30 days of Seller’s written approval. Where Seller accepts the material as defective, no restocking charge applies and Seller will, at its option, repair, replace, refund or credit in accordance with Section 21.

13.3 Standard stock returns. Standard, catalog-stock Goods that are not defective may be returned only at Seller’s sole discretion, only with Seller’s prior written approval and an RMA number, and only where the material was purchased within 30 days of the original invoice date. Seller is under no obligation to accept any such return. An approved standard stock return is subject to the restocking charge in Section 13.6.

13.4 Not eligible. The following are not eligible for return or exchange under any circumstances: Custom Products and the other items listed in Section 14; Goods that have been cut, fabricated, painted, refinished, installed or otherwise processed; and Goods purchased more than 30 days before the request.

13.5 Condition. Goods must be returned in full, unopened packages with original labels and packaging. No loose pieces will be accepted.

13.6 Restocking. A restocking charge of 20% of the invoiced price applies to every approved standard stock return and to every approved exchange. No restocking charge applies where Seller has accepted the material as defective under Section 13.2.

13.7 Freight and packaging. Buyer is responsible for all freight and shipping costs related to any return or exchange, and must ship freight prepaid to the facility Seller designates. Goods must be securely packaged for return transit. Seller is not responsible for damage incurred during return transit. Original freight charges are not refundable.

13.8 Denial. Seller reserves the right to deny any return or exchange that does not fully comply with this Section.

14.Custom, Non-Standard and Special-Order Products

All custom profiles, custom colors and paint or powder-coat finishes, custom cladding and panel systems, custom trims, custom lengths, all materials supplied with a ColorMatch® or other custom paint or powder-coat finish, all QuickPanel® products, all Architectural Elements® products, all 7/16″ and 1-1/4″ EasyTrim Reveals® profiles, and any other product manufactured, fabricated, extruded, coated or procured to Buyer’s specification or to a non-stock specification (collectively, “Custom Products”) are non-cancelable, non-returnable and non-refundable once Seller has commenced manufacturing, fabrication, coating or procurement of materials for the order.

Buyer is liable for the full order price of any Custom Product on commencement of production, regardless of any subsequent cancellation, change of mind, project cancellation, or refusal of delivery. Seller has no obligation to accept the return of, or issue any credit for, any Custom Product for any reason other than a defect in materials or workmanship established under Section 21.

FOR GREATER CERTAINTY, ALL MATERIALS SUPPLIED WITH A COLORMATCH® OR OTHER CUSTOM PAINT OR POWDER-COAT FINISH, ALL QUICKPANEL® PRODUCTS, ALL ARCHITECTURAL ELEMENTS® PRODUCTS, AND ALL 7/16″ AND 1-1/4″ EASYTRIM REVEALS® PROFILES ARE FINAL SALE AND ARE NOT RETURNABLE OR EXCHANGEABLE UNDER ANY CIRCUMSTANCES, REGARDLESS OF THE REASON FOR THE REQUESTED RETURN OR EXCHANGE. THE ONLY EXCEPTION IS DAMAGE ON ARRIVAL SUPPORTED BY CLEAR PHOTOGRAPHIC EVIDENCE PROVIDED WITHIN THE PERIOD STATED IN SECTION 8.

Seller may produce and invoice a commercial over-run or under-run of up to 10% of the ordered quantity on any Custom Product run, and delivery of a quantity within that tolerance is full performance of the order.

Deposits. Seller may require a deposit of up to 50% of the order value as a condition of accepting any order for Custom Products, any order from a new account, and any order that would cause Buyer to exceed its credit limit. A deposit taken on a Custom Product order is non-refundable once Seller has commenced manufacturing, fabrication, coating or procurement of materials for the order, and is applied against the order price. This right is in addition to Seller’s rights under Section 5.

15.Passage of Title and Seller’s Rights in Unpaid Goods

15.1 Title and risk. Title to and risk of loss in the Goods pass to Buyer in accordance with Sections 6 and 12. Seller does not retain title to the Goods after that time.

15.2 Security interest. Until Seller has received payment in full of all amounts owing by Buyer on any account, Buyer grants to Seller a security interest under UCC Article 9 in the Goods and in all proceeds of the Goods, securing payment of the purchase price of those Goods and all other amounts owing by Buyer to Seller. These Terms constitute a security agreement for the purposes of Article 9. Nothing in this Section obliges Seller to file a financing statement, and Seller may file one at any time at its option.

15.3 Repossession of unpaid Goods. Where any amount owing by Buyer is overdue, Seller may, without prejudice to any other right or remedy, require Buyer to deliver up any Goods that have not been paid for in full and that remain in Buyer’s possession, unsold and uninstalled. Buyer will deliver those Goods up on written demand. Seller may take possession of them, at Buyer’s premises or elsewhere, on reasonable notice, to the extent permitted by law and without breach of the peace, and may apply the net proceeds of their disposal against the amounts owing. This right is in addition to Seller’s rights under Section 5.

15.4 Proceeds of resale. Where Buyer has resold any Good that has not been paid for in full, Seller’s interest extends to the amounts owing to Buyer in respect of that Good, and Buyer will on Seller’s written request provide the identity of the purchaser, the invoice and the amount outstanding.

15.5 Reclamation. Where Buyer has received Goods on credit while insolvent, Seller may reclaim those Goods in accordance with UCC § 2-702, on written demand made within ten (10) days after Buyer’s receipt of them. This right is in addition to, and independent of, Seller’s rights under this Section and Section 5.

16.Mechanic’s Lien and Payment Bond Rights Preserved

Nothing in these Terms, and nothing in any Buyer document, waives, releases, subordinates or impairs Seller’s rights as a supplier of materials under any mechanic’s lien, materialman’s lien, construction lien, trust fund or payment bond statute of any state. Buyer has no authority to waive, release or subordinate those rights on Seller’s behalf, and any provision in a Buyer document purporting to do so is rejected and of no effect. Seller will give any lien waiver only conditionally, on the statutory form of the project state, and against actual receipt of payment.

Buyer will, within 5 business days of Seller’s written request, provide the legal description and street address of the project, the name and address of the owner, the general contractor and any payment bond surety, a copy of any applicable payment bond, and any information required for a preliminary notice, notice to owner or notice of furnishing. Seller may serve any statutory notice and may commence and prosecute any lien, trust or bond claim in the state and county where the project is located, notwithstanding Section 31.

PART DPRODUCT, WARRANTY AND LIABILITY

17.Product Information, Samples, Representations and Resale

17.1 Samples, color chips, drawdowns, mock-ups, renderings, catalogs, technical data sheets, specifications and marketing materials are provided for general illustration only. They are not a warranty, representation or condition that any Good will conform to them in color, gloss, texture or finish. Seller may modify or discontinue any product, profile, color or finish at any time without notice and without liability.

17.2 No employee, agent, distributor, dealer, sales representative or contractor of Seller has authority to make any representation, warranty, promise or commitment concerning the Goods, or to vary these Terms, and Buyer acknowledges that it has not relied on any such statement.

17.3 Resale and flow-down. Buyer will not make, and will not permit any person to make, any representation or warranty about the Goods to any third party that is broader than, or inconsistent with, Seller’s published literature and written warranty. Where Buyer resells the Goods, Buyer will include in its own terms of sale provisions no less protective of Seller than Sections 18, 19, 20, 22, 24, 25 and 26 of these Terms, and will provide the purchaser with Seller’s current published installation instructions, maintenance guidance and written warranty. Buyer will not extend, on Seller’s behalf, any warranty period, coverage or remedy beyond that stated in Seller’s published written warranty.

18.Inherent Characteristics of Extruded, Coated and Formed Aluminum

Buyer acknowledges that the following are inherent characteristics of extruded, roll-formed and coated aluminum products, are not defects, and are not grounds for rejection, return, claim or warranty coverage:

• Oil canning — visible waviness or perceived flatness variation in the flat areas of formed metal panels, however caused, including by substrate irregularity, framing tolerance, fastener tension, thermal movement, and normal manufacturing and coil stresses.
• Color, gloss and texture variation between production runs, coating batches, coil lots and extrusion lots, and between different product forms (for example extrusion versus sheet), and variation between any Good and a sample, chip, drawdown or previously supplied material.
• Normal weathering, fade, chalking and gloss reduction within the tolerances of the applicable AAMA/FGIA specification for the finish supplied.
• Dimensional and straightness variation within published manufacturing and industry tolerances, and quantity variation within the tolerance in Section 14.
• Metallic, mica and pearlescent finishes exhibiting directional color shift with viewing angle, panel orientation and light conditions.
• Woodgrain and other decorative finishes exhibiting pattern repetition, pattern orientation and variation in grain appearance between pieces, runs and product forms.

Buyer is responsible for sequencing, orienting and installing material so as to manage normal variation, for ordering sufficient material from a single production run where color match across an elevation is required, and for reviewing and approving production samples before release to production where exact match is critical.

19.Suitability, Design, Water Management and Code Compliance

The Goods are components of a building envelope assembly. Seller does not design, engineer, specify or approve wall assemblies and is not a design professional.

BUYER, AND NOT SELLER, IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE GOODS FOR THE INTENDED APPLICATION, PROJECT, EXPOSURE AND ENVIRONMENT. SELLER MAKES NO REPRESENTATION, WARRANTY OR CONDITION AS TO, AND ACCEPTS NO RESPONSIBILITY FOR: THE DESIGN OF THE WALL, ROOF OR ENVELOPE ASSEMBLY; THE DESIGN OR PERFORMANCE OF THE WATER-RESISTIVE BARRIER, AIR BARRIER, VAPOR CONTROL LAYER, DRAINAGE PLANE, FLASHING OR SEALANT SYSTEM; STRUCTURAL ADEQUACY, FASTENER PATTERN OR WIND LOAD RESISTANCE; OR COMPLIANCE OF THE COMPLETED ASSEMBLY WITH ANY BUILDING CODE.

Any drawing, detail, shop drawing review, take-off, specification assistance, BIM object, technical suggestion or site visit provided by Seller is provided as a courtesy and as general information only, without charge and without warranty, does not constitute engineering, architectural or design services, and does not relieve Buyer or its design professionals of responsibility. Buyer must have all designs and details reviewed and approved by a qualified design professional licensed in the jurisdiction of the project.

20.Installation Requirements; No Warranty of Workmanship

The Goods must be stored, handled, cut, fabricated and installed strictly in accordance with Seller’s published installation instructions, technical bulletins and details current at the date of installation, and in accordance with all applicable building codes and good building practice. Buyer is responsible for obtaining and distributing the current version of those instructions to the installer.

Seller does not select, endorse, recommend, employ, supervise or control any installer, contractor, dealer or distributor, makes no representation or warranty regarding any installer’s services, licensing, insurance or workmanship, and has no liability for unsatisfactory performance caused by faulty workmanship, improper installation, improper storage or handling, or the use of incompatible accessories, fasteners, sealants or substrates.

21.Limited Warranty

Subject to the exclusions, conditions and limitations in these Terms and in Seller’s published limited warranty document for the product supplied, Seller warrants to the original Buyer that, at the time of delivery, the Goods will be free from defects in materials and workmanship and will conform to Seller’s published specifications for that product, for the applicable warranty period stated in Seller’s published limited warranty document.

The warranty in this Section is granted voluntarily and is conditional. It is granted only in respect of Goods sold on these Terms, only to a Buyer that has complied with these Terms, and only subject to Sections 18, 19, 20, 22 and 23.

SELLER’S SOLE OBLIGATION AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY, OR FOR ANY NON-CONFORMING GOOD, IS, AT SELLER’S OPTION: (A) REPAIR OF THE AFFECTED GOOD; (B) SUPPLY OF REPLACEMENT MATERIAL OF THE SAME OR A COMPARABLE PRODUCT, F.O.B. SELLER’S FACILITY; OR (C) REFUND OR CREDIT OF THE PURCHASE PRICE PAID FOR THE AFFECTED GOOD. SELLER’S WARRANTY OBLIGATION IS LIMITED TO MATERIAL ONLY. SELLER WILL NOT PAY OR REIMBURSE ANY COST OF LABOR, REMOVAL, DISPOSAL, REINSTALLATION, REFINISHING, PAINTING, SCAFFOLDING, SWING STAGE, LIFT OR OTHER ACCESS EQUIPMENT, TRAFFIC CONTROL, ACCESSORY OR ADJACENT MATERIALS, ENGINEERING, TESTING, INVESTIGATION, DELAY, OR ANY OTHER COST IN CONNECTION WITH A WARRANTY CLAIM, EXCEPT AS EXPRESSLY STATED IN A WRITTEN ENHANCED WARRANTY ISSUED AND SIGNED BY SELLER FOR THE SPECIFIC PROJECT.

22.Warranty Exclusions

The warranty in Section 21 does not apply to, and Seller has no liability for, any loss, damage or non-conformity arising from or relating to:

• improper storage, handling, transportation, cutting, fabrication, modification, painting, refinishing or installation;
• failure to install in accordance with Seller’s published instructions or applicable building codes;
• the inherent characteristics described in Section 18;
• design or construction of the wall or envelope assembly, water infiltration, condensation, ponding or standing water, inadequate drainage or ventilation, or substrate or framing deficiency;
• galvanic or dissimilar-metal corrosion, including contact with steel, copper, lead, pressure-treated or preservative-treated lumber, uncured concrete, mortar, stucco or masonry run-off, or de-icing salts;
• coastal, marine, industrial, agricultural or chemically aggressive environments, unless the specific finish system was expressly sold for that exposure in writing;
• abrasion, impact, vandalism, graffiti, animal or bird activity, mold, mildew, algae or biological growth;
• structural movement, settlement, deflection, seismic event, wind load exceeding published limits, fire, flood, hail or other act of God;
• failure to perform the cleaning and maintenance set out in Seller’s published maintenance guidance;
• use of incompatible fasteners, sealants, cleaners, coatings or accessories, or products not supplied by Seller;
• repair, alteration or remedial work undertaken without Seller’s prior written authorization; and
• any Good that has not been paid for in full.

23.Warranty Claim Procedure

As a condition precedent to any warranty claim, Buyer must: (a) give Seller written notice of the claimed defect within 30 days after the defect is discovered or reasonably ought to have been discovered, and in any event within the applicable warranty period; (b) provide the original invoice or proof of purchase, the project address, photographs, and the production or lot identification of the affected material; (c) permit Seller and its representatives reasonable access to inspect and test the Goods in place before any repair or replacement is undertaken; and (d) preserve the affected material and refrain from any permanent repair, removal or replacement until Seller has completed its inspection or has authorized the work in writing.

Any repair, removal or replacement undertaken without Seller’s prior written authorization is at Buyer’s sole cost and voids the warranty in respect of the affected material.

Warranty coverage is transferable once to a subsequent owner of the structure, on written notice to Seller within 30 days of the transfer. No further transfer is permitted, and a transfer does not extend the original warranty period or alter any exclusion, condition or limitation in these Terms or in Seller’s published limited warranty document.

24.Disclaimer of Implied Warranties

THE WARRANTY IN SECTION 21 IS THE ONLY WARRANTY GIVEN BY SELLER AND IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY WARRANTY OR REMEDY THAT APPLICABLE LAW DOES NOT PERMIT TO BE EXCLUDED OR LIMITED, INCLUDING UNDER THE MAGNUSON-MOSS WARRANTY ACT OR ANY STATE CONSUMER PROTECTION STATUTE WHERE THE PURCHASER IS A CONSUMER.

25.Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM SELLER’S FRAUD OR WILLFUL MISCONDUCT, OR FOR PERSONAL INJURY OR DEATH CAUSED BY SELLER, AND SUBJECT TO SECTION 26, SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER OR ANY GOOD, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, WILL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. BUYER ACKNOWLEDGES THAT THIS LIMITATION REFLECTS A DELIBERATE ALLOCATION OF RISK BETWEEN THE PARTIES, THAT IT IS REFLECTED IN THE PRICE OF THE GOODS, AND THAT SELLER WOULD NOT SUPPLY THE GOODS AT THESE PRICES WITHOUT IT.

26.Exclusion of Indirect and Consequential Damages

IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, PROJECT DELAY OR ACCELERATION COSTS, EXTENDED OVERHEAD, LIQUIDATED OR DELAY DAMAGES OWED BY BUYER TO ANY THIRD PARTY, BACK-CHARGES, COST OF COVER OR SUBSTITUTE GOODS, COST OF REMOVAL OR REINSTALLATION, DAMAGE TO OR DIMINUTION IN VALUE OF THE BUILDING OR OTHER PROPERTY, OR THIRD-PARTY CLAIMS AGAINST BUYER — EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION IN THIS SECTION IS INDEPENDENT OF, AND SURVIVES, ANY DETERMINATION THAT THE EXCLUSIVE REMEDY IN SECTION 21 OR ANY OTHER LIMITATION IN THESE TERMS IS UNENFORCEABLE OR HAS FAILED OF ITS ESSENTIAL PURPOSE.

27.Delay Damages

If Seller fails to deliver by the estimated delivery date as extended under Sections 7 or 10 and that failure is not otherwise excused, Buyer’s sole and exclusive remedy is liquidated damages of 0.5% of the value of the affected, undelivered portion of the order per week of delay, to a maximum of 5% of that value, in full satisfaction of all claims arising from the delay. The parties agree that this amount is a genuine pre-estimate of the loss likely to be suffered and is not a penalty. This Section is subject to the aggregate cap in Section 25.

28.Buyer’s Indemnity

Buyer will indemnify, defend and hold harmless Seller and its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Buyer’s storage, handling, fabrication, modification, installation or resale of the Goods; (b) any representation, warranty or statement made by Buyer or its personnel concerning the Goods that is broader than or inconsistent with Seller’s published literature and written warranty; (c) Buyer’s breach of these Terms, including Section 17.3; (d) Buyer’s negligence or willful misconduct; (e) any specification, design, drawing or instruction supplied by Buyer, including any claim that it infringes a third party’s intellectual property rights; and (f) any claim by a third party, including any owner, occupant or downstream purchaser, to the extent arising from any of the foregoing.

PART EINTELLECTUAL PROPERTY, CLAIMS AND GOVERNING LAW

29.Intellectual Property and Confidentiality

All patents, industrial designs, registered designs, trademarks, trade dress, copyright, drawings, dies, tooling, profiles, specifications, technical data and know-how relating to the Goods are and remain the exclusive property of Seller. Nothing in these Terms transfers or licenses any of them, except that Buyer may use Seller’s trademarks solely to advertise and resell genuine Goods purchased from Seller, in accordance with Seller’s brand guidelines and revocable at any time.

Buyer will not, and will not permit any person to, copy, reverse engineer, measure for the purpose of reproduction, or use any Good, sample, die, drawing or specification to develop, source, manufacture or have manufactured any product that replicates or is substantially derived from any Good, profile or system supplied by Seller. Buyer will keep confidential all non-public pricing, drawings, specifications and technical information received from Seller and will use it only to purchase, resell and install the Goods.

Buyer will promptly notify Seller of any suspected infringement or counterfeiting of Seller’s intellectual property of which it becomes aware. Seller is entitled to seek injunctive relief for breach of this Section without proving damage and without posting security, and Section 31 does not restrict Seller from doing so in any court of competent jurisdiction.

30.Notice of Claims and Limitation Period

As a condition precedent to any claim against Seller relating to delay, shortage, non-conformity, defect, non-delivery or any other matter arising out of an order, Buyer must give Seller written notice, with reasonable particulars, within 30 days after the event or circumstance giving rise to the claim occurred or was discovered or reasonably ought to have been discovered. A claim for which that notice is not given is waived and may not be advanced.

Any action for breach of contract arising out of an order must be commenced within one (1) year after the cause of action accrues, notwithstanding any longer statute of limitations that might otherwise apply, or within such longer period as is the minimum permitted by the applicable law of the governing jurisdiction. This provision is part of the original agreement between the parties.

Seller will maintain records of mitigation efforts undertaken in response to a Force Majeure Event or supply disruption and will make them available to Buyer on reasonable request.

31.Governing Law, Forum and Dispute Resolution

31.1 Governing law. These Terms and every order are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply and expressly exclude it.

31.2 Collection and small claims. Any claim by Seller for payment of amounts owing, and any claim by either party of a value less than USD $100,000, is to be brought in court. Buyer irrevocably consents and submits to the non-exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, waives any objection to venue in those courts and any defense of forum non conveniens, and consents to service of process by any means permitted by law, including by nationally recognized overnight courier to the address on the order acknowledgment. Nothing in this Section prevents Seller from commencing proceedings in any other jurisdiction in which Buyer or its assets are found.

31.3 Arbitration of larger disputes. Any other dispute arising out of or relating to these Terms, any order or any Good, including any claim relating to warranty, product performance, defect or damage, and having a value of USD $100,000 or more, is to be finally resolved by binding arbitration before a single arbitrator, administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in Wilmington, Delaware, in the English language, under the Federal Arbitration Act. The parties will first attempt to resolve the dispute by mediation within 30 days of written notice of dispute. The arbitrator has no authority to award any damages excluded by Section 26 or in excess of the cap in Section 25.

BUYER AND SELLER EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING BROUGHT IN COURT UNDER THIS SECTION. BUYER AND SELLER EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLAIM ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS, WHETHER IN COURT OR IN ARBITRATION.

31.4 Preserved rights. Nothing in this Section prevents Seller from: (a) commencing proceedings in any jurisdiction to collect amounts owing, to enforce or realize on its security interest under Section 15, or to obtain injunctive or other equitable relief, including under Section 29; or (b) serving any statutory notice and commencing or prosecuting any mechanic’s lien, materialman’s lien, construction lien, trust fund or payment bond claim in the state and county where the project is located, as contemplated by Section 16.

31.5 Project-location savings. To the extent that the law of the state in which a project is located renders any provision of this Section void, voidable or unenforceable as applied to that project, that provision does not apply to that project, the governing law and forum for disputes concerning that project will be as required by that state’s law, and the remainder of these Terms continues in full force.

32.Consumer Sales — Savings Provision

Where any Good is resold to or acquired by a consumer, or where any provision of these Terms or of Seller’s written warranty is subject to the Magnuson-Moss Warranty Act or any state consumer protection, deceptive trade practices, home solicitation or lemon law statute, the following apply: no provision of these Terms operates to disclaim, waive or limit any right or remedy that the applicable law does not permit to be disclaimed, waived or limited; any implied warranty that may not lawfully be disclaimed is limited in duration to the duration of Seller’s written limited warranty, except where that limitation is prohibited; and each such provision applies only to the maximum extent permitted, with the remainder of these Terms unaffected.

33.Compliance with Laws and Trade Controls

Each party will comply with all applicable laws in connection with the Goods, including United States export control laws, economic sanctions administered by the Office of Foreign Assets Control, and the Foreign Corrupt Practices Act. Buyer will not export, re-export, divert or transfer any Good in violation of any such law, and will not resell any Good to any person or destination subject to sanctions.

34.General

(a) Assignment. Buyer may not assign these Terms or any order, in whole or in part, by operation of law or otherwise, without Seller’s prior written consent. Seller may assign freely.

(b) No third-party beneficiaries. These Terms are for the sole benefit of Seller and Buyer. No owner, developer, occupant, lender, subsequent purchaser or other third party has any right, benefit or remedy under them, and nothing in these Terms creates any duty of care to, or is intended to be relied on by, any such person. This paragraph does not limit the transfer of warranty coverage expressly permitted by Section 23.

(c) No waiver. No failure or delay by Seller in exercising any right operates as a waiver, and no waiver is effective unless in writing and signed by an authorized officer of Seller. A waiver on one occasion is not a waiver on any other.

(d) Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed; and the remainder of these Terms continues in full force. The parties intend each limitation and exclusion in these Terms to be severable and independently enforceable.

(e) Survival. Sections 5, 8, 9 and 13 through 34 survive delivery, acceptance, payment, expiry and termination.

(f) Notices. Notices must be in writing and delivered by hand, courier, registered mail or email to the address on the order acknowledgment or, to Seller, at 708 Main Street, Floor 10, Houston, Texas 77002, and are effective on receipt.

(g) Entire agreement. These Terms, the quotation or price list, and the order acknowledgment constitute the entire agreement between the parties and supersede all prior discussions, representations, proposals, understandings and agreements, whether oral or written, including any previously published return or freight policy to the extent inconsistent with these Terms.

(h) Counterparts and electronic acceptance. These Terms may be accepted in counterparts and by electronic signature or electronic acceptance, each of which is an original.

(i) Currency. All amounts are in United States dollars unless otherwise stated.

(j) Headings. Headings are for convenience only and do not affect interpretation.

SOTC-US · Terms & Conditions (United States) · Version 3.0 · Effective 1 September 2026

Terms & Conditions: Canada

Seller	Engage Building Products Inc.
Address	101, 4441 76 Avenue SE, Calgary, Alberta T2C 2G8, Canada
Effective	1 September 2026
Version	Version 3.0
Applies to	Every quotation, price list, order, order acknowledgment, sale and delivery of Goods by Seller

PART AFORMATION, PRICING AND PAYMENT

1.Application and Precedence of These Terms

These Terms and Conditions (the “Terms”) govern every quotation, price list, order, order acknowledgment, sale and delivery of goods (“Goods”) by Engage Building Products Inc. of 101, 4441 76 Avenue SE, Calgary, Alberta T2C 2G8, Canada (“Seller”) to any purchaser (“Buyer”). These Terms, together with Seller’s quotation or price list and Seller’s order acknowledgment, constitute the entire agreement between the parties with respect to the Goods.

Seller manufactures and supplies Goods under the FastPlank®, EasyTrim Reveals®, QuickPanel® and Architectural Elements® brands.

These Terms expressly supersede and replace any additional, different or conflicting terms contained in Buyer’s purchase order, request for quotation, credit application, subcontract, master agreement, project specification or any other Buyer document, whether submitted before or after these Terms and regardless of any acknowledgment, acceptance, incorporation-by-reference or precedence language contained in that document. Any such additional or different terms are hereby objected to and rejected, and no course of dealing, course of performance or usage of trade will operate to modify these Terms.

Buyer’s issuance of a purchase order, acceptance of delivery of any Goods, or payment for any portion of an order constitutes Buyer’s unqualified acceptance of these Terms in their entirety.

2.Quotations, Price Lists, Orders and Acknowledgment

2.1 Quotations. A written quotation issued by Seller is an offer to sell the Goods described, on the commercial terms stated in it and on these Terms, and on no others. Acceptance is expressly limited to those terms. A quotation expires 30 days after issue, is subject to Seller’s credit approval and to availability of material, and may be revoked, amended or withdrawn by Seller at any time before Buyer’s acceptance. Buyer accepts by issuing a purchase order that conforms to the quotation.

2.2 Price lists. A price list published by Seller and delivered to Buyer is a continuing offer to sell the Goods listed, at the prices stated and on these Terms, and on no others, subject to the conditions stated on the face of the price list. Acceptance is expressly limited to those terms. Buyer accepts by issuing a purchase order for a Good listed. A price list issued by Seller supersedes and replaces every earlier price list from its effective date, and an order received on or after that date is accepted only at the prices and on the terms of the current price list. Only the PDF version of a price list constitutes Seller’s offer; any spreadsheet or other working copy is provided for convenience only, is not an offer, and does not vary these Terms.

2.3 Terms in Buyer’s documents. Any additional or different term contained in Buyer’s purchase order, request for quotation, credit application, subcontract, master agreement, project specification or other document is objected to in advance, is rejected, and does not become part of any contract, whether submitted before or after these Terms and regardless of any acknowledgment, acceptance, incorporation-by-reference or precedence language it contains. Neither Seller’s acceptance of an order, nor Seller’s shipment of any Good, nor Seller’s acceptance of payment, constitutes acceptance of any term in any Buyer document.

2.4 Orders not preceded by a quotation or price list. Where Buyer issues a purchase order that was not preceded by a Seller quotation or price list covering the Goods ordered, or that does not conform to the quotation or price list, no contract is formed until Seller issues a written order acknowledgment, and:

SELLER’S ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO THESE TERMS. SELLER IS UNWILLING TO PROCEED WITH THIS TRANSACTION UNLESS BUYER ASSENTS TO THESE TERMS.

2.5 Acknowledgment governs; verification window. Quantities, dimensions, profiles, colours, finishes and prices shown on Seller’s order acknowledgment govern. Buyer is solely responsible for verifying the order acknowledgment against its own requirements and for notifying Seller in writing of any discrepancy, and of any objection to these Terms, within 2 business days of receipt and in any event before shipment. Failing that notice, the order acknowledgment is deemed correct, Buyer is deemed to have assented to these Terms, and Buyer bears the cost of any resulting error.

2.6 No shipment before acknowledgment. Seller will not ship against an order until a written order acknowledgment incorporating these Terms has been issued to Buyer.

3.Prices; Price Escalation and Tariff Surcharge

Prices are those set out in Seller’s order acknowledgment and are based on Seller’s costs, including duties and tariffs, in effect on the date of acknowledgment. Unless expressly stated, prices exclude freight, taxes, duties, customs brokerage, unloading, storage and insurance.

If, between order acceptance and shipment, any new or increased tariff, duty, anti-dumping or countervailing measure, carbon or border adjustment charge, freight surcharge, or documented raw-material or coating cost increase exceeding 5% takes effect, Seller may adjust the price to reflect that increase on 10 days’ written notice, supported by reasonable documentation. If Buyer does not accept the adjusted price in writing within 5 business days of that notice, either party may cancel the affected, unshipped portion of the order, and Seller will refund any deposit less non-cancellable costs already incurred. This right of cancellation does not apply to Custom Products on which production has commenced, which remain subject to Section 14.

4.Taxes, Duties, Customs and Importer of Record

Prices exclude GST, HST, PST, QST and all other sales, excise, environmental and similar taxes, all of which are for Buyer’s account unless Buyer supplies a valid exemption certificate acceptable to Seller before invoicing. Buyer indemnifies Seller against any tax, interest or penalty assessed as a result of an exemption certificate that is invalid, expired or misapplied.

For any cross-border shipment, Seller will act as importer of record on Buyer’s behalf and will be responsible for customs entry, clearance and payment of duties, tariffs and brokerage in the country of destination. Duties and tariffs in effect at the date of the order acknowledgment are reflected in the price, and Section 3 governs any subsequent increase. Buyer will provide any information, certification or documentation Seller reasonably requires for customs purposes, and will indemnify Seller against any duty, tax, interest or penalty assessed as a result of information supplied by Buyer that is inaccurate, incomplete or out of date. Buyer remains responsible for all destination taxes under this Section and for any obligation arising from Buyer’s own onward sale or export of the Goods.

5.Credit, Payment Terms and Interest

Unless Seller has extended written credit terms, all Goods are payable in full before shipment. Where credit terms are extended, payment is due on the terms stated in Seller’s order acknowledgment or otherwise agreed in writing between Seller and Buyer, and in the absence of a stated term, net 30 days from the date of invoice, in Canadian dollars, without set-off, deduction, holdback, counterclaim or withholding of any kind. Buyer is not entitled to withhold payment on account of any dispute, back-charge, project holdback or claim against Seller.

Overdue amounts bear interest at the rate of one and one-half percent (1.5%) per month, compounded monthly, which is equivalent to nineteen and fifty-six one-hundredths percent (19.56%) per annum, calculated from the due date until paid in full, before and after judgment and before and after default.

Buyer is liable for all costs of collection, including Seller’s legal fees on a full-indemnity (solicitor-and-own-client) basis, collection agency fees, court costs and disbursements. Seller may apply any payment received against any outstanding amount owing by Buyer as Seller elects, notwithstanding any contrary instruction from Buyer.

Seller may, without liability, suspend performance, withhold shipment, require cash in advance or security, revoke credit, or repossess Goods in Buyer’s possession for which payment is overdue, if Buyer is in default, exceeds its credit limit, or if Seller in good faith considers Buyer’s creditworthiness to have deteriorated.

PART BDELIVERY, RISK AND ACCEPTANCE

6.Shipping Terms, Freight and Risk of Loss

6.1 Passage of title and risk. Unless the order acknowledgment states otherwise, Goods are sold F.O.B. Seller’s facility (origin), and title to and risk of loss or damage in the Goods pass to Buyer together, on the earlier of (a) delivery of the Goods to the carrier at Seller’s facility, whether the carrier is engaged by Seller or by Buyer and whether or not Seller loads the Goods, and (b) the date Seller invoices the Goods under Section 12. From that moment Seller’s remaining interest in the Goods is as set out in Section 15.

A FREIGHT ALLOWANCE, PREPAID FREIGHT, FREIGHT INCLUDED IN THE PRICE, OR FREIGHT ARRANGED BY SELLER DOES NOT ALTER THE PASSAGE OF TITLE OR RISK UNDER THIS SECTION. WHERE SELLER ARRANGES TRANSPORTATION IT DOES SO AS BUYER’S AGENT, AT BUYER’S COST AND RISK.

6.2 Freight charges. Freight is charged in accordance with Seller’s published shipping schedule current at the date of the order acknowledgment for the product line ordered. Shipping schedules differ by product line and by destination zone, may be revised by Seller at any time, and are published with Seller’s price lists. Freight to any destination not shown on the applicable shipping schedule is quoted separately.

6.3 Delivery to job sites. Seller’s published shipping rates reflect delivery to Buyer’s dealer or distributor location. Additional charges apply to delivery to a job site or to any destination requiring specialised equipment, restricted access, appointment scheduling, limited-access delivery or extended dwell time.

6.4 Unloading and site access. Seller is not a carrier and assumes no carrier liability. Delivery is curbside to the nearest point safely accessible to a standard highway trailer. Buyer is responsible, at its cost, for site access, permits, traffic control, unloading, unloading equipment and qualified personnel, and for the safe handling and storage of the Goods after unloading.

6.5 Instalments. Seller may deliver in instalments, and each instalment is treated as a separate contract. Failure or delay in respect of one instalment does not entitle Buyer to terminate or reject any other instalment.

7.Delivery Dates Are Estimates

All delivery, shipment and completion dates are good-faith estimates only. Time is not of the essence with respect to delivery unless expressly stated to be of the essence in a document signed by an authorised officer of Seller. If Seller reasonably anticipates a delay, Seller will notify Buyer in writing within 5 business days of discovering the likely delay, with a revised estimated date. Buyer’s sole and exclusive remedy for delay is as set out in Section 27.

8.Shortages, Visible Damage and Transit Damage

8.1 Inspection on arrival. Buyer must inspect all Goods on arrival, before unloading is complete, and count the material against the packing list. Any shortage, mis-shipment or visible damage must be (a) noted in detail on the carrier’s bill of lading or delivery receipt at the time of delivery and signed by the driver, and (b) reported to Seller in writing, with photographs, within 5 business days of delivery.

8.2 Concealed damage. Concealed damage must be reported to Seller in writing, with photographs, within 10 calendar days of delivery and before the Goods are cut, fabricated, painted, installed or otherwise processed.

Failure to comply with this Section is a complete waiver of any claim for shortage, mis-shipment or transit damage. Where risk has passed to Buyer, claims for transit damage lie against the carrier and not against Seller, and Seller’s only obligation is to provide reasonable assistance with the carrier claim.

8.3 Delivery to a person designated by Buyer. Where Goods are delivered to an address, yard, job site, carrier’s terminal or person designated by Buyer, whether or not that person is Buyer, that person receives the Goods as Buyer’s agent for all purposes of Sections 8 and 9, including inspection, count, notation of shortage or damage on the bill of lading or delivery receipt, and the giving of notice. Buyer is responsible for that person’s performance of those obligations, and for providing that person, before delivery, with Seller’s delivery and inspection notice and Seller’s current published installation instructions. Any failure by that person to inspect, to note a shortage or damage, or to give notice within the periods stated in this Section is a failure by Buyer and has the consequences stated in this Section. Delivery to that person is delivery to Buyer for all purposes of these Terms, including the passage of title and risk under Sections 6 and 12 and the running of the acceptance periods in Section 9.

9.Inspection, Acceptance, and Installation as Acceptance

Buyer must inspect all Goods for conformity, colour, finish, profile, dimension and visible defect before installation, fabrication or further processing. Goods are deemed accepted on the earlier of (a) 15 calendar days after delivery without written rejection, and (b) the commencement of cutting, fabrication, painting, installation or other processing of the Goods.

NO CLAIM WILL BE ACCEPTED IN RESPECT OF ANY DEFECT, COLOUR VARIATION, FINISH VARIATION OR OTHER NON-CONFORMITY THAT WAS OR REASONABLY SHOULD HAVE BEEN VISIBLE ON INSPECTION BEFORE INSTALLATION, WHERE THE GOODS HAVE BEEN INSTALLED. INSTALLATION OF ANY GOOD CONSTITUTES ACCEPTANCE OF THAT GOOD AS CONFORMING IN ALL VISIBLE RESPECTS.

10.Force Majeure

Seller is not liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including: acts of God; fire, flood, extreme weather and natural disaster; war, terrorism, riot and civil unrest; epidemic and pandemic; labour disputes, strikes and lockouts, whether or not involving Seller’s own workforce; government action, order, embargo or sanction; the imposition of or increase in tariffs, duties, export or import restrictions, or other trade measures affecting Seller’s raw materials, coatings or components; cyber incident or utility failure; and shortage, disruption or unavailability of raw materials, coatings, components, energy, labour or transportation from Seller’s suppliers or carriers (each, a “Force Majeure Event”).

Seller will notify Buyer in writing within 5 business days of becoming aware of a Force Majeure Event, will use commercially reasonable efforts to mitigate its effects and to identify alternative sources or timelines, and will keep Buyer reasonably informed. Seller may allocate available Goods among its customers in any manner it considers fair and reasonable. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected order without further liability, other than for Goods already delivered and non-cancellable costs already incurred by Seller.

11.Cancellation, Changes and Buyer’s Termination Rights

Buyer may not cancel, reduce, suspend, reschedule or change an accepted order except with Seller’s prior written consent. Any right of termination for convenience appearing in a Buyer document does not apply and is expressly rejected.

Where Seller consents to a cancellation, reduction or change, or where an order is cancelled under Section 3 or Section 10, Buyer will reimburse Seller for all costs reasonably incurred or committed before cancellation, including raw material and coatings purchased or committed, labour and machine time expended, freight and storage incurred, plus a cancellation charge of 20% of the affected order value, and, in the case of Custom Products, the amounts payable under Section 14.

12.Completed Goods Ready for Delivery — Invoicing, Storage, Title and Risk

Where Seller manufactures, produces or procures Goods in accordance with a delivery date specified by Buyer, Seller will hold the completed Goods at its facility at no charge for up to five (5) calendar days after the date the Goods are ready for shipment or pickup (the “Ready Date”). If Buyer has not taken delivery within that period, Seller may, at its sole discretion and without further notice: (a) invoice Buyer for the full order price, whereupon title to and risk of loss in the Goods immediately transfer to Buyer notwithstanding that the Goods remain at Seller’s premises, and Seller’s remaining interest in the Goods is as set out in Section 15; and (b) require Buyer to take delivery within 10 further days.

Where Seller has capacity to do so, Seller may continue to store the Goods at its facility at Buyer’s expense and risk, subject to a storage charge of $8.25 per skid per day. Seller is under no obligation to store the Goods, and may at any time, without further notice, ship the Goods to Buyer’s address of record or place them with a third-party storage facility, in each case at Buyer’s expense and risk. Buyer is liable for all storage, handling, transportation and insurance costs incurred under this Section.

Seller has no liability for loss, damage, deterioration, corrosion or theft affecting the Goods after the Ready Date or after title and risk have passed under this Section, whichever is earlier. Buyer is responsible for insuring the Goods from the time title and risk pass under this Section, including while the Goods remain at Seller’s premises. This Section is in addition to, and does not limit, Seller’s security interest under Section 15.

PART CRETURNS, CUSTOM PRODUCT AND SECURITY

13.Returns and Exchanges

13.1 Authorisation required. Returns and exchanges are accepted only in accordance with this Section and only with a Return Material Authorisation (“RMA”) number issued by Seller in advance. Goods returned without an RMA number are unauthorised, will be refused, and will be returned to Buyer at Buyer’s expense.

13.2 Defect returns. Where Buyer claims a manufacturer defect, the claimed defect must be reported to Seller in writing within 5 business days of receipt, with clear photographic evidence, and the material must be shipped back within 30 days of Seller’s written approval. Where Seller accepts the material as defective, no restocking charge applies and Seller will, at its option, repair, replace, refund or credit in accordance with Section 21.

13.3 Standard stock returns. Standard, catalogue-stock Goods that are not defective may be returned only at Seller’s sole discretion, only with Seller’s prior written approval and an RMA number, and only where the material was purchased within 30 days of the original invoice date. Seller is under no obligation to accept any such return. An approved standard stock return is subject to the restocking charge in Section 13.6.

13.4 Not eligible. The following are not eligible for return or exchange under any circumstances: Custom Products and the other items listed in Section 14; Goods that have been cut, fabricated, painted, refinished, installed or otherwise processed; and Goods purchased more than 30 days before the request.

13.5 Condition. Goods must be returned in full, unopened packages with original labels and packaging. No loose pieces will be accepted.

13.6 Restocking. A restocking charge of 20% of the invoiced price applies to every approved standard stock return and to every approved exchange. No restocking charge applies where Seller has accepted the material as defective under Section 13.2.

13.7 Freight and packaging. Buyer is responsible for all freight and shipping costs related to any return or exchange, and must ship freight prepaid to the facility Seller designates. Goods must be securely packaged for return transit. Seller is not responsible for damage incurred during return transit. Original freight charges are not refundable.

13.8 Denial. Seller reserves the right to deny any return or exchange that does not fully comply with this Section.

14.Custom, Non-Standard and Special-Order Products

All custom profiles, custom colours and paint or powder-coat finishes, custom cladding and panel systems, custom trims, custom lengths, all materials supplied with a ColorMatch® or other custom paint or powder-coat finish, all QuickPanel® products, all Architectural Elements® products, all 7/16″ and 1-1/4″ EasyTrim Reveals® profiles, and any other product manufactured, fabricated, extruded, coated or procured to Buyer’s specification or to a non-stock specification (collectively, “Custom Products”) are non-cancellable, non-returnable and non-refundable once Seller has commenced manufacturing, fabrication, coating or procurement of materials for the order.

Buyer is liable for the full order price of any Custom Product on commencement of production, regardless of any subsequent cancellation, change of mind, project cancellation, or refusal of delivery. Seller has no obligation to accept the return of, or issue any credit for, any Custom Product for any reason other than a defect in materials or workmanship established under Section 21.

FOR GREATER CERTAINTY, ALL MATERIALS SUPPLIED WITH A COLORMATCH® OR OTHER CUSTOM PAINT OR POWDER-COAT FINISH, ALL QUICKPANEL® PRODUCTS, ALL ARCHITECTURAL ELEMENTS® PRODUCTS, AND ALL 7/16″ AND 1-1/4″ EASYTRIM REVEALS® PROFILES ARE FINAL SALE AND ARE NOT RETURNABLE OR EXCHANGEABLE UNDER ANY CIRCUMSTANCES, REGARDLESS OF THE REASON FOR THE REQUESTED RETURN OR EXCHANGE. THE ONLY EXCEPTION IS DAMAGE ON ARRIVAL SUPPORTED BY CLEAR PHOTOGRAPHIC EVIDENCE PROVIDED WITHIN THE PERIOD STATED IN SECTION 8.

Seller may produce and invoice a commercial over-run or under-run of up to 10% of the ordered quantity on any Custom Product run, and delivery of a quantity within that tolerance is full performance of the order.

Deposits. Seller may require a deposit of up to 50% of the order value as a condition of accepting any order for Custom Products, any order from a new account, and any order that would cause Buyer to exceed its credit limit. A deposit taken on a Custom Product order is non-refundable once Seller has commenced manufacturing, fabrication, coating or procurement of materials for the order, and is applied against the order price. This right is in addition to Seller’s rights under Section 5.

15.Passage of Title and Seller’s Rights in Unpaid Goods

15.1 Title and risk. Title to and risk of loss in the Goods pass to Buyer in accordance with Sections 6 and 12. Seller does not retain title to the Goods after that time.

15.2 Security interest. Until Seller has received payment in full of all amounts owing by Buyer on any account, Buyer grants to Seller a security interest in the Goods and in all proceeds of the Goods, securing payment of the purchase price of those Goods and all other amounts owing by Buyer to Seller. These Terms constitute a security agreement for that purpose. Nothing in this Section obliges Seller to register a financing statement, and Seller may register one at any time at its option.

15.3 Repossession of unpaid Goods. Where any amount owing by Buyer is overdue, Seller may, without prejudice to any other right or remedy, require Buyer to deliver up any Goods that have not been paid for in full and that remain in Buyer’s possession, unsold and uninstalled. Buyer will deliver those Goods up on written demand. Seller may take possession of them, at Buyer’s premises or elsewhere, on reasonable notice, to the extent permitted by law and without breach of the peace, and may apply the net proceeds of their disposal against the amounts owing. This right is in addition to Seller’s rights under Section 5.

15.4 Proceeds of resale. Where Buyer has resold any Good that has not been paid for in full, Seller’s interest extends to the amounts owing to Buyer in respect of that Good, and Buyer will on Seller’s written request provide the identity of the purchaser, the invoice and the amount outstanding.

16.Construction Lien and Bond Rights Preserved

Nothing in these Terms, and nothing in any Buyer document, waives, releases, subordinates or impairs Seller’s rights as a supplier of materials under the Prompt Payment and Construction Lien Act (Alberta) or under the corresponding construction lien, builders’ lien, trust fund or payment bond legislation of any other province or territory. Buyer has no authority to waive, release or subordinate those rights on Seller’s behalf. Any provision in a Buyer document purporting to do so is rejected and of no effect.

Buyer will, within 5 business days of Seller’s written request, provide the legal description and municipal address of the project, the name and address of the owner, the general contractor and any payment bond surety, and a copy of any applicable payment bond. Seller may register a lien, give notice of lien, or make a trust or bond claim in the jurisdiction where the project is located notwithstanding Section 31.

PART DPRODUCT, WARRANTY AND LIABILITY

17.Product Information, Samples, Representations and Resale

17.1 Samples, colour chips, drawdowns, mock-ups, renderings, catalogues, technical data sheets, specifications and marketing materials are provided for general illustration only. They are not a warranty, representation or condition that any Good will conform to them in colour, gloss, texture or finish. Seller may modify or discontinue any product, profile, colour or finish at any time without notice and without liability.

17.2 No employee, agent, distributor, dealer, sales representative or contractor of Seller has authority to make any representation, warranty, promise or commitment concerning the Goods, or to vary these Terms, and Buyer acknowledges that it has not relied on any such statement.

17.3 Resale and flow-down. Buyer will not make, and will not permit any person to make, any representation or warranty about the Goods to any third party that is broader than, or inconsistent with, Seller’s published literature and written warranty. Where Buyer resells the Goods, Buyer will include in its own terms of sale provisions no less protective of Seller than Sections 18, 19, 20, 22, 24, 25 and 26 of these Terms, and will provide the purchaser with Seller’s current published installation instructions, maintenance guidance and written warranty. Buyer will not extend, on Seller’s behalf, any warranty period, coverage or remedy beyond that stated in Seller’s published written warranty.

18.Inherent Characteristics of Extruded, Coated and Formed Aluminum

Buyer acknowledges that the following are inherent characteristics of extruded, roll-formed and coated aluminum products, are not defects, and are not grounds for rejection, return, claim or warranty coverage:

• Oil canning — visible waviness or perceived flatness variation in the flat areas of formed metal panels, however caused, including by substrate irregularity, framing tolerance, fastener tension, thermal movement, and normal manufacturing and coil stresses.
• Colour, gloss and texture variation between production runs, coating batches, coil lots and extrusion lots, and between different product forms (for example extrusion versus sheet), and variation between any Good and a sample, chip, drawdown or previously supplied material.
• Normal weathering, fade, chalking and gloss reduction within the tolerances of the applicable AAMA/FGIA specification for the finish supplied.
• Dimensional and straightness variation within published manufacturing and industry tolerances, and quantity variation within the tolerance in Section 14.
• Metallic, mica and pearlescent finishes exhibiting directional colour shift with viewing angle, panel orientation and light conditions.
• Woodgrain and other decorative finishes exhibiting pattern repetition, pattern orientation and variation in grain appearance between pieces, runs and product forms.

Buyer is responsible for sequencing, orienting and installing material so as to manage normal variation, for ordering sufficient material from a single production run where colour match across an elevation is required, and for reviewing and approving production samples before release to production where exact match is critical.

19.Suitability, Design, Water Management and Code Compliance

The Goods are components of a building envelope assembly. Seller does not design, engineer, specify or approve wall assemblies and is not a design professional.

BUYER, AND NOT SELLER, IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE GOODS FOR THE INTENDED APPLICATION, PROJECT, EXPOSURE AND ENVIRONMENT. SELLER MAKES NO REPRESENTATION, WARRANTY OR CONDITION AS TO, AND ACCEPTS NO RESPONSIBILITY FOR: THE DESIGN OF THE WALL, ROOF OR ENVELOPE ASSEMBLY; THE DESIGN OR PERFORMANCE OF THE WATER-RESISTIVE BARRIER, AIR BARRIER, VAPOUR CONTROL LAYER, DRAINAGE PLANE, FLASHING OR SEALANT SYSTEM; STRUCTURAL ADEQUACY, FASTENER PATTERN OR WIND LOAD RESISTANCE; OR COMPLIANCE OF THE COMPLETED ASSEMBLY WITH ANY BUILDING CODE.

Any drawing, detail, shop drawing review, take-off, specification assistance, BIM object, technical suggestion or site visit provided by Seller is provided as a courtesy and as general information only, without charge and without warranty, does not constitute engineering, architectural or design services, and does not relieve Buyer or its design professionals of responsibility. Buyer must have all designs and details reviewed and approved by a qualified design professional licensed in the jurisdiction of the project.

20.Installation Requirements; No Warranty of Workmanship

The Goods must be stored, handled, cut, fabricated and installed strictly in accordance with Seller’s published installation instructions, technical bulletins and details current at the date of installation, and in accordance with all applicable building codes and good building practice. Buyer is responsible for obtaining and distributing the current version of those instructions to the installer.

Seller does not select, endorse, recommend, employ, supervise or control any installer, contractor, dealer or distributor, makes no representation or warranty regarding any installer’s services, licensing, insurance or workmanship, and has no liability for unsatisfactory performance caused by faulty workmanship, improper installation, improper storage or handling, or the use of incompatible accessories, fasteners, sealants or substrates.

21.Limited Warranty

Subject to the exclusions, conditions and limitations in these Terms and in Seller’s published limited warranty document for the product supplied, Seller warrants to the original Buyer that, at the time of delivery, the Goods will be free from defects in materials and workmanship and will conform to Seller’s published specifications for that product, for the applicable warranty period stated in Seller’s published limited warranty document.

The warranty in this Section is granted voluntarily and is conditional. It is granted only in respect of Goods sold on these Terms, only to a Buyer that has complied with these Terms, and only subject to Sections 18, 19, 20, 22 and 23.

SELLER’S SOLE OBLIGATION AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY, OR FOR ANY NON-CONFORMING GOOD, IS, AT SELLER’S OPTION: (A) REPAIR OF THE AFFECTED GOOD; (B) SUPPLY OF REPLACEMENT MATERIAL OF THE SAME OR A COMPARABLE PRODUCT, F.O.B. SELLER’S FACILITY; OR (C) REFUND OR CREDIT OF THE PURCHASE PRICE PAID FOR THE AFFECTED GOOD. SELLER’S WARRANTY OBLIGATION IS LIMITED TO MATERIAL ONLY. SELLER WILL NOT PAY OR REIMBURSE ANY COST OF LABOUR, REMOVAL, DISPOSAL, REINSTALLATION, REFINISHING, PAINTING, SCAFFOLDING, SWING STAGE, LIFT OR OTHER ACCESS EQUIPMENT, TRAFFIC CONTROL, ACCESSORY OR ADJACENT MATERIALS, ENGINEERING, TESTING, INVESTIGATION, DELAY, OR ANY OTHER COST IN CONNECTION WITH A WARRANTY CLAIM, EXCEPT AS EXPRESSLY STATED IN A WRITTEN ENHANCED WARRANTY ISSUED AND SIGNED BY SELLER FOR THE SPECIFIC PROJECT.

22.Warranty Exclusions

The warranty in Section 21 does not apply to, and Seller has no liability for, any loss, damage or non-conformity arising from or relating to:

• improper storage, handling, transportation, cutting, fabrication, modification, painting, refinishing or installation;
• failure to install in accordance with Seller’s published instructions or applicable building codes;
• the inherent characteristics described in Section 18;
• design or construction of the wall or envelope assembly, water infiltration, condensation, ponding or standing water, inadequate drainage or ventilation, or substrate or framing deficiency;
• galvanic or dissimilar-metal corrosion, including contact with steel, copper, lead, pressure-treated or preservative-treated lumber, uncured concrete, mortar, stucco or masonry run-off, or de-icing salts;
• coastal, marine, industrial, agricultural or chemically aggressive environments, unless the specific finish system was expressly sold for that exposure in writing;
• abrasion, impact, vandalism, graffiti, animal or bird activity, mould, mildew, algae or biological growth;
• structural movement, settlement, deflection, seismic event, wind load exceeding published limits, fire, flood, hail or other act of God;
• failure to perform the cleaning and maintenance set out in Seller’s published maintenance guidance;
• use of incompatible fasteners, sealants, cleaners, coatings or accessories, or products not supplied by Seller;
• repair, alteration or remedial work undertaken without Seller’s prior written authorisation; and
• any Good that has not been paid for in full.

23.Warranty Claim Procedure

As a condition precedent to any warranty claim, Buyer must: (a) give Seller written notice of the claimed defect within 30 days after the defect is discovered or reasonably ought to have been discovered, and in any event within the applicable warranty period; (b) provide the original invoice or proof of purchase, the project address, photographs, and the production or lot identification of the affected material; (c) permit Seller and its representatives reasonable access to inspect and test the Goods in place before any repair or replacement is undertaken; and (d) preserve the affected material and refrain from any permanent repair, removal or replacement until Seller has completed its inspection or has authorised the work in writing.

Any repair, removal or replacement undertaken without Seller’s prior written authorisation is at Buyer’s sole cost and voids the warranty in respect of the affected material.

Warranty coverage is transferable once to a subsequent owner of the structure, on written notice to Seller within 30 days of the transfer. No further transfer is permitted, and a transfer does not extend the original warranty period or alter any exclusion, condition or limitation in these Terms or in Seller’s published limited warranty document.

24.Disclaimer of Implied Warranties and Conditions

THE WARRANTY IN SECTION 21 IS THE ONLY WARRANTY GIVEN BY SELLER AND IS GIVEN IN PLACE OF ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, DUTIES AND OBLIGATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL OR ARISING BY CUSTOM OR COURSE OF DEALING. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER EXPRESSLY EXCLUDES AND NEGATIVES ALL IMPLIED CONDITIONS AND WARRANTIES, INCLUDING ANY IMPLIED CONDITION OR WARRANTY OF MERCHANTABLE QUALITY, DURABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM A SAMPLE OR DESCRIPTION. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY WARRANTY, CONDITION OR REMEDY THAT APPLICABLE LAW DOES NOT PERMIT TO BE EXCLUDED OR LIMITED.

25.Limitation of Liability

EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AND SUBJECT TO SECTION 26, SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER OR ANY GOOD, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, WILL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. BUYER ACKNOWLEDGES THAT THIS LIMITATION REFLECTS A DELIBERATE ALLOCATION OF RISK BETWEEN THE PARTIES, THAT IT IS REFLECTED IN THE PRICE OF THE GOODS, AND THAT SELLER WOULD NOT SUPPLY THE GOODS AT THESE PRICES WITHOUT IT.

26.Exclusion of Indirect and Consequential Damages

IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, PROJECT DELAY OR ACCELERATION COSTS, EXTENDED OVERHEAD, LIQUIDATED OR DELAY DAMAGES OWED BY BUYER TO ANY THIRD PARTY, BACK-CHARGES, COST OF COVER OR SUBSTITUTE GOODS, COST OF REMOVAL OR REINSTALLATION, DAMAGE TO OR DIMINUTION IN VALUE OF THE BUILDING OR OTHER PROPERTY, OR THIRD-PARTY CLAIMS AGAINST BUYER — EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION IN THIS SECTION IS INDEPENDENT OF, AND SURVIVES, ANY DETERMINATION THAT THE EXCLUSIVE REMEDY IN SECTION 21 OR ANY OTHER LIMITATION IN THESE TERMS IS UNENFORCEABLE OR HAS FAILED OF ITS ESSENTIAL PURPOSE.

27.Delay Damages

If Seller fails to deliver by the estimated delivery date as extended under Sections 7 or 10 and that failure is not otherwise excused, Buyer’s sole and exclusive remedy is liquidated damages of 0.5% of the value of the affected, undelivered portion of the order per week of delay, to a maximum of 5% of that value, in full satisfaction of all claims arising from the delay. The parties agree that this amount is a genuine pre-estimate of the loss likely to be suffered and is not a penalty. This Section is subject to the aggregate cap in Section 25.

28.Buyer’s Indemnity

Buyer will indemnify, defend and hold harmless Seller and its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, losses, damages, costs and expenses (including legal fees on a full-indemnity basis) arising out of or relating to: (a) Buyer’s storage, handling, fabrication, modification, installation or resale of the Goods; (b) any representation, warranty or statement made by Buyer or its personnel concerning the Goods that is broader than or inconsistent with Seller’s published literature and written warranty; (c) Buyer’s breach of these Terms, including Section 17.3; (d) Buyer’s negligence or wilful misconduct; (e) any specification, design, drawing or instruction supplied by Buyer, including any claim that it infringes a third party’s intellectual property rights; and (f) any claim by a third party, including any owner, occupant or downstream purchaser, to the extent arising from any of the foregoing.

PART EINTELLECTUAL PROPERTY, CLAIMS AND GOVERNING LAW

29.Intellectual Property and Confidentiality

All patents, industrial designs, registered designs, trademarks, trade dress, copyright, drawings, dies, tooling, profiles, specifications, technical data and know-how relating to the Goods are and remain the exclusive property of Seller. Nothing in these Terms transfers or licenses any of them, except that Buyer may use Seller’s trademarks solely to advertise and resell genuine Goods purchased from Seller, in accordance with Seller’s brand guidelines and revocable at any time.

Buyer will not, and will not permit any person to, copy, reverse engineer, measure for the purpose of reproduction, or use any Good, sample, die, drawing or specification to develop, source, manufacture or have manufactured any product that replicates or is substantially derived from any Good, profile or system supplied by Seller. Buyer will keep confidential all non-public pricing, drawings, specifications and technical information received from Seller and will use it only to purchase, resell and install the Goods.

Buyer will promptly notify Seller of any suspected infringement or counterfeiting of Seller’s intellectual property of which it becomes aware. Seller is entitled to seek injunctive relief for breach of this Section without proving damage and without posting security, and Section 31 does not restrict Seller from doing so in any court of competent jurisdiction.

30.Notice of Claims

As a condition precedent to any claim against Seller relating to delay, shortage, non-conformity, defect, non-delivery or any other matter arising out of an order, Buyer must give Seller written notice, with reasonable particulars, within 30 days after the event or circumstance giving rise to the claim occurred or was discovered or reasonably ought to have been discovered. A claim for which that notice is not given is waived and may not be advanced.

Seller will maintain records of mitigation efforts undertaken in response to a Force Majeure Event or supply disruption and will make them available to Buyer on reasonable request.

31.Governing Law, Forum and Dispute Resolution

31.1 Governing law. These Terms and every order are governed by and construed in accordance with the local, domestic law of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any order, and expressly exclude the Convention and any legislation implementing it.

31.2 Collection and small claims. Any claim by Seller for payment of amounts owing, and any claim by either party of a value less than CAD $100,000, is to be brought in court. Buyer irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Alberta, judicial district of Calgary, and waives any objection to that venue and any defence of forum non conveniens. Nothing in this Section prevents Seller from commencing proceedings in any other jurisdiction in which Buyer or its assets are found.

31.3 Arbitration of larger disputes. Any other dispute arising out of or relating to these Terms, any order or any Good, including any claim relating to warranty, product performance, defect or damage, and having a value of CAD $100,000 or more, is to be finally resolved by binding arbitration before a single arbitrator seated in Calgary, Alberta, under the Arbitration Act (Alberta), in the English language. The parties will first attempt to resolve the dispute by mediation within 30 days of written notice of dispute. The arbitrator has no authority to award any damages excluded by Section 26 or in excess of the cap in Section 25, and no authority to consolidate claims or to arbitrate on a class or representative basis.

BUYER AND SELLER EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLAIM ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS, WHETHER IN COURT OR IN ARBITRATION.

31.4 Preserved rights. Nothing in this Section prevents Seller from: (a) commencing proceedings in any jurisdiction to collect amounts owing, to enforce or realise on its security interest under Section 15, or to obtain injunctive or other equitable relief, including under Section 29; or (b) registering, giving notice of, perfecting or enforcing any construction lien, builders’ lien, trust or payment bond claim in the jurisdiction where the project is located, as contemplated by Section 16.

31.5 Project-location savings. To the extent that the law of the jurisdiction where a project is located renders any provision of this Section void or unenforceable as applied to that project, that provision does not apply to that project and the remainder of these Terms continues in full force.

32.Application to Sales in Quebec

Where a Buyer is located in Quebec or the Goods are supplied for a project in Quebec, the following apply. Sections 21 to 26 apply only to the fullest extent permitted by the Civil Code of Québec. Nothing in these Terms excludes or limits Seller’s liability for bodily or moral injury, or for intentional or gross fault, and nothing purports to exclude the legal warranty of quality to the extent it may not lawfully be excluded or limited.

The parties have expressly requested that these Terms and all related documents be drawn up in the English language / Les parties ont expressément demandé que les présentes conditions et tous les documents qui s’y rattachent soient rédigés en langue anglaise.

33.Compliance with Laws and Trade Controls

Each party will comply with all applicable laws in connection with the Goods, including export and import controls, economic sanctions, and anti-bribery and anti-corruption laws. Buyer will not export, re-export, divert or transfer any Good in violation of any such law, and will not resell any Good to any person or destination subject to sanctions.

34.General

(a) Assignment. Buyer may not assign these Terms or any order, in whole or in part, by operation of law or otherwise, without Seller’s prior written consent. Seller may assign freely.

(b) No third-party beneficiaries. These Terms are for the sole benefit of Seller and Buyer. No owner, developer, occupant, lender, subsequent purchaser or other third party has any right, benefit or remedy under them, and nothing in these Terms creates any duty of care to, or is intended to be relied on by, any such person. This paragraph does not limit the transfer of warranty coverage expressly permitted by Section 23.

(c) No waiver. No failure or delay by Seller in exercising any right operates as a waiver, and no waiver is effective unless in writing and signed by an authorised officer of Seller. A waiver on one occasion is not a waiver on any other.

(d) Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed; and the remainder of these Terms continues in full force. The parties intend each limitation and exclusion in these Terms to be severable and independently enforceable.

(e) Survival. Sections 5, 8, 9 and 13 through 34 survive delivery, acceptance, payment, expiry and termination.

(f) Notices. Notices must be in writing and delivered by hand, courier, registered mail or email to the address on the order acknowledgment or, to Seller, at 101, 4441 76 Avenue SE, Calgary, Alberta T2C 2G8, and are effective on receipt.

(g) Entire agreement. These Terms, the quotation or price list, and the order acknowledgment constitute the entire agreement between the parties and supersede all prior discussions, representations, proposals, understandings and agreements, whether oral or written, including any previously published return or freight policy to the extent inconsistent with these Terms.

(h) Counterparts and electronic acceptance. These Terms may be accepted in counterparts and by electronic signature or electronic acceptance, each of which is an original.

(i) Currency. All amounts are in Canadian dollars unless otherwise stated.

(j) Headings. Headings are for convenience only and do not affect interpretation.

SOTC-CA · Terms & Conditions (Canada) · Version 3.0 · Effective 1 September 2026