Terms and Conditions of Sale

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The Terms and Conditions of Sale for Special Order Products from California Window Solutions, (the “Agreement”) is made and entered into as of the date customer (“Buyer”) places an order with California Window Solutions (“Seller”). These Terms and Conditions may be modified by Seller from time to time. The version in effect on the date the applicable Sales Contract is executed shall govern that transaction unless otherwise agreed in writing by Seller and Buyer.

1. Special Order Products and Purchase Documents

1.1 Special Order Products

Upon satisfaction of all conditions set forth in these Terms of Sale, Seller will sell to Buyer Special Order Products, herein referred to as “Special Order Products” or “Product(s).”

1.2 Purchase Documents

Seller may provide a quotation on a form described as an “Estimate” or “Proposal” and later if Buyer proceeds to purchase from Seller, Seller will provide Buyer with an electronic copy of the Sales Contract for Special Order Products (typically, but not limited to windows, doors, skylights and hardware), which will be subsequently reflected on a contract to Buyer with the price to be charged by Seller (any of which are a “Sales Contract”).

a) Estimate - The document provided by Seller to Buyer which presents initial product offering/pricing. Estimate may also be referred to as a “Proposal.” These terms are interchangeable.

b) Sales Contract - The Sales Contract will be provided to Buyer from Seller upon acceptance of Estimate.

c) Shop Drawing(s) - When Shop Drawings are provided, contract may be reconciled upon approval of final draft.

i. Final approved Shop Drawings shall supersede ALL previous specifications, attributes, pricing, quantities, lead times, and all other aspects of the order. Final approved Shop Drawings shall supersede ALL previous written, verbal, or implied communications.

ii. If shop drawings are requested or required, final pricing is not secured until (1) final shop drawings are signed and approved by Buyer AND Seller and (2) 50% of the final price has been successfully deposited by Buyer to Seller.

iii. Products manufactured in accordance with approved Shop Drawings shall be deemed conforming even if the approved dimensions, specifications, or selections later prove to be inaccurate or unsuitable. Buyer is solely responsible for verifying all dimensions, field measurements, rough openings, existing conditions, code requirements, and specifications prior to approving Shop Drawings.

d) Authorized representative (signatory) - Buyer represents and warrants that any person signing a Sales Contract, Shop Drawing approval, change order, or other order-related document on Buyer's behalf is duly authorized to bind Buyer to the terms of such document and this Agreement.

1.3 Agreement in Full Force and Effect.

Except as specifically modified herein, all Terms and Conditions of California Window Solutions Purchase Documents remain unchanged and in full force and effect.

2. Acceptance, Fulfillment and Termination

2.1 Fulfillment of Conditions by Buyer

The Terms of Sale herein shall come into full force and effect on the date Seller receives the down payment referred to in Article 5 (Billing and Payment Terms) here of (the “Effective Date”). In the event all the foregoing conditions have not been fulfilled by the Expiration Date, it is understood and agreed that Seller may terminate this Agreement immediately. Acceptance by the Seller of an inaccurate Estimate is at the Seller’s sole discretion.

2.2 Seller’s Acceptance Required for Effectiveness of Agreement.

a) Any order subject to this Agreement shall expire five (5) business days from Seller’s provision of the Estimate to Buyer (the “Estimate Date”), unless earlier revoked by Seller (the “Estimate Expiration Date’).

b) Buyer understands that All Special Orders and Shop Drawings are NON-CANCELLABLE, NON-RETURNABLE, and NON-REFUNDABLE. In the event of a cancellation, any deposit will be forfeited and not recoverable. Further, the Buyer understands the following: (1) The products are specially manufactured, (2) The Seller incurs immediate financial obligations once production begins, (3) The products have limited or no resale value, (4) Cancellation creates real damages, (5) Deposits become earned and non-refundable, (6) The Buyer remains liable for the full contract amount if production has started.

3. Shipping and Delivery, Installation, Warranties and Service

3.1 Delivery

a) Delivery Location. In most cases, special order products will be delivered to a location provided by the Buyer as specified on the Sales Contract. In cases where Buyer wishes to pick up the product or have ship to location changed after entering Contract (Sales Contract), changes will be specified in writing via email sent by the Buyer. The new location must be validated by the Seller prior to acceptance of the new delivery address.

b) Site Accessibility. Seller agrees to provide tail gate delivery services for all products delivered under this agreement. Furthermore, in the event that the Supplier's delivery vehicle(s) are unable to access delivery site due to size constraints or other impediments, the Supplier will make every reasonable effort to deliver the products as close to the site as possible. Buyer acknowledges additional costs may be incurred for delivery to an alternative location and agrees to bear any such costs.

c) Buyer Does Not Have the Right to Specify Delivery Date. Special Order Products are made specifically for the Buyer. Seller does not know when the Special Order Products will be ready for Buyer. Any representation as to the delivery date is a rough estimate. Buyer waives any claims against Seller for delay damages. Seller shall not be liable for delays caused by manufacturers, suppliers, freight carriers, labor shortages, force majeure events, governmental actions, material shortages, or other causes beyond Seller's reasonable control.

d) Lead Times. Seller will not accept any responsibility as to the date of delivery for any Products. Delay in delivery or pick-up will not constitute a default by nor result in any liability to Seller.

e) Unloading. The Seller is not responsible for unloading. The Buyer will arrange and be fully responsible for any necessary man-power or equipment to unload product at delivery. The Buyer also takes full responsibility for disposal of any shipping materials, crating, or packing that accompanies the delivery.

f) Risk of Loss. Risk of loss, damage, theft, or destruction of the Products shall transfer to Buyer upon the earliest of: (i) delivery to the delivery location identified in the Sales Contract or changed address per section 3.1, (ii) Buyer pickup of the Products; or (iii) Seller’s tender of delivery where Buyer refuses, delays, or fails to accept delivery. After transfer of risk, Buyer shall be solely responsible for the Products, including storage, handling, and protection from damage.

g) Storage and Redelivery. If Buyer is unable or unwilling to accept delivery when Products become available, Seller may, at its sole option: (i) store the Products; (ii) arrange third-party storage; or (iii) reschedule delivery. Buyer shall be responsible for all storage fees,

handling charges, transportation costs, redelivery charges, and other expenses incurred as a result of delayed acceptance.

3.2 Installation and Non-conformity

a) No Installation of Special Order Products by Seller. Seller will not install Products. Buyer is solely responsible for the installation in compliance with applicable laws and regulations.

b) Non-Conformity of Special Order Products. The Buyer is bound not to retract or reject acceptance of any Products unless the nonconformity of said Products is of a significant nature. No flaw, whether it carries substantial weight or not, shall serve as grounds for asserting a breach of the Agreement. The Seller preserves the right to rectify any imperfections, whether through rectification or substitution, within a reasonable timeframe determined by the Seller, subsequent to receiving written notice of such imperfections from the Buyer. The Buyer is obligated to furnish written notice of any purported defect in the Products upon delivery. Neglecting to furnish timely notice, as delineated above, shall be construed as an irreversible acceptance of the Products.

4. Warranties and Disclaimers.

Seller does not offer any warranties for Special Order Products. Any and all warranties are described on the manufacturer's website. In the absence of a manufacturer's warranty, no warranty shall stand or be honored.

a) Seller is not responsible for use of “unrated” products (i.e. DP, NFRC, PG, etc.) by Buyer. Any performance values provided such as estimated DP rating are preliminary engineering estimates for design-assistance purposes only and shall not be interpreted as certified, tested, or guaranteed performance ratings for the final installed conditions.

b) Seller is not responsible for damage or repair in instances where Special Order Products are: 1) Engaged or operated in a manner deviating from Seller's intended use; (2) Altered or mended by hands other than Seller’s personnel or Seller’s authorized service representatives, in a manner that casts a shadow over its operations or reliability; or (3) Suffering damage from accidents, negligence, or misuse by anyone other than Seller’s personnel.

c) Seller is void of all responsibility for (1) any flaw arising from wear and tear, intentional harm, negligence, abnormal working conditions, failure to heed Seller’s instructions (spoken or written), misuse, or meddling or mending of the Special Order Products without Seller’s written approval; (2) external turmoil like accidents, abuse, misuse, power predicaments, civil unrest, vandalism, theft, fire, flood, wind, lightning, freezing, or acts of

higher powers; (3) hitches induced by installing, removing, or re-installing the Special Order Products or any part thereof; (iv) non-compliant usage; (4) neglecting the care and maintenance routine; or (5) complications from introducing incompatible accessories, parts, or components. THE ABOVE APPLIES SOLELY TO THE ORIGINAL BUYER. UNDER NO CIRCUMSTANCE SHALL SELLER BE HELD TO ACCOUNT IN CONTRACT, TORT, OR ANY OTHER REALM FOR DIMINISHED PROFITS, BUSINESS LOSSES, OR OTHER PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, BE THEY IN THE CARDS OR UNEXPECTED. The exemptions from accountability cited above sidestep residents of New Jersey. For them, Seller stays clear of liability unless pinned on Seller’s own negligent or rash deeds or oversights. IN CERTAIN STATES AND/OR JURISDICTIONS, THE RIGHT TO EXCLUDE OR CURTAIL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES MAY BE UP IN THE AIR, HENCE THE ABOVE LEAVE MAY NOT EXTEND TO YOU). Imperfect Conformity to Sample or Model. Prior to commencement of Special Order Products production, Buyer shall evaluate any custom sample requested or paperwork and agree that color or size variations will be per manufacturer’s or industry’s standard tolerances.

d) Buyer shall comply with all written care and maintenance instructions provided by manufacturer websites. If no such documentation exists, industry best practices are to be followed along with concerns about local exposure such as but not limited to salt deposit removal on coastal applications. Failure to comply with the care and maintenance requirements may result in loss of Buyer’s manufacturer warranty.

5. Billing and Payment Terms

a) Purchase Price. The purchase price of the Product is that sum which appears in the Estimate subject to Section 1 above (the “Purchase Price”).

b) Payments. Unless expressly stated otherwise, the prices included in Estimate and Sales Contract are estimated in U.S. dollars and the Estimate does include delivery charges, fuel surcharges, or estimated sales taxes (based on Ship to Address), all of which will be additionally charged to Buyer by Seller, and will be charged in all documentation identified by Buyer as a Sales Order, or invoice, or any combination of the aforementioned.

i. Buyer will pay the Purchase Price per the agreed upon schedule, which will appear on the Sales Contract. Seller will require a deposit or the full price upon acceptance of the Sales Contract.

ii. Upon delivery, Seller will apply the deposit to the Sales Contract and Buyer shall pay the balance, sales tax, and delivery charges prior to pick-up or delivery of the Special Order Products to the Arrival Site.

c) Payment Methods. Buyer may remit payment by ACH, wire transfer, check, or other payment methods accepted by Seller.

i. Credit Card Payments. If Buyer elects to pay by credit card, Buyer acknowledges and agrees that a credit card processing fee may apply. Any applicable fee will be disclosed to Buyer prior to processing the payment and, if accepted by Buyer, will be added to the invoice or otherwise collected at the time of payment. Buyer may avoid such fee by paying via ACH, wire transfer, or check.

6. LIMITATIONS OF LIABILITY

California Window Solutions assumes liability towards the Buyer, whether stemming from contract, negligence, warranty, statute, or any other legal grounds, under the condition that California Window Solutions may opt for any one of the following: (a) the rectification of goods by California Window Solutions or the Manufacturer; (b) the substitution of the manufacturer and Seller (CWS) deemed defective or non-conforming goods without any obligation to uninstall or cover the cost of uninstallation of goods, or to cover the installation expenses of the replacement goods, or any damages resulting from the removal of the allegedly defective or non-conforming goods.

IN NO EVENT SHALL SELLER BE LIABLE FOR:

(a) LOST PROFITS;

(b) LOSS OF USE;

(c) LOSS OF REVENUE;

(d) BUSINESS INTERRUPTION;

(e) DELAY DAMAGES;

(f) INCIDENTAL DAMAGES;

(g) SPECIAL DAMAGES;

(h) INDIRECT DAMAGES; OR

(i) CONSEQUENTIAL DAMAGES

Seller's sole obligation and Buyer's exclusive remedy shall be repair, replacement, credit, or refund of the purchase price, at Seller's sole discretion. SELLER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT, SALES CONTRACT, OR TRANSACTION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

7. ATTORNEY FEES AND JURISDICTION.

a) In the event of California Window Solutions initiating legal action against the Buyer to recover payment for goods sold, the prevailing party is entitled to reasonable attorney fees.

b) Any legal action, whether arising from contract or other causes, must be filed in the Alameda County Superior Court. This Agreement will be interpreted and enforced in line with the laws of the State of California.

8. INDEMNIFICATION.

Buyer shall defend, indemnify, and hold California Window Solutions harmless against any and all claims, demands, losses, liabilities, damages, costs, or expenses arising from: (i) Buyer’s installation or use of the Products, (ii) Improper handling, storage, modification, maintenance, or operation of the Products; (iii) Inaccurate measurements, specifications, or information provided by Buyer; or (iv) claims asserted by Buyer’s customers, contractors, subcontractors, tenants, architects, designers, engineers, or other third parties.