1. Applicability and Acceptance

These Master Terms and Conditions of Sale (these “Terms”) govern all sales of goods, materials, fixtures, components, and related products (“Products”) by ChronosBuild, Inc., its subsidiaries, or affiliates (“Seller”) to the purchasing party (“Customer”).

These Terms are incorporated by reference into, and form part of, any quotation, pro forma invoice, order summary, purchase order, or similar document accepted by Seller (each, an “Order”).

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Customer’s execution of an Order—whether by electronic signature, click-through assent, or other electronic acceptance—constitutes Customer’s acknowledgment that it has reviewed, understands, and agrees to be bound by these Terms.

2. Governing Documents; Order of Precedence

In the event of a conflict, the following order of precedence applies:

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1. A written agreement expressly executed by both parties and stating that it supersedes these Terms;

2. The applicable Order; and

3. These Terms.
    

Seller expressly rejects any additional or conflicting terms proposed by Customer, including terms contained in any purchase order or similar document, unless expressly agreed to in writing by Seller.

3. Pricing; Tariffs; Duties; Adjustments

All pricing is based on conditions existing as of the date of the applicable Order. Prices are subject to adjustment to reflect changes in tariffs, duties, customs fees, freight costs, port charges, fuel surcharges, regulatory requirements, or similar cost increases beyond Seller’s reasonable control. Any such adjustments shall be passed through to Customer without markup unless otherwise expressly stated in writing.

4. Payment Terms; Suspension; Termination

Unless otherwise stated in the Order:

• Payments are due in accordance with the milestones specified in the Order.

• Deposits are non-refundable once production, procurement, or customization has commenced.

• Seller may suspend performance for non-payment without liability.

• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Texas law.

• Customer is responsible for all reasonable costs of collection, including attorneys’ fees.

If any payment remains outstanding for more than thirty (30) days, Seller may, upon written notice, terminate the applicable Order without further liability.

5. Title; Risk of Loss; Shipping Insurance

Unless otherwise expressly stated in the applicable Order:

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• Title to Products and risk of loss shall pass to Customer upon delivery to the carrier at Seller’s designated shipping point (F.O.B. Seller’s facility).
   

Seller customarily procures container shipping insurance covering the value of the Products against loss or physical damage during transit. Such insurance does not cover freight, container, demurrage, or related shipping costs. The procurement of insurance does not alter the allocation of risk of loss set forth above.

he applicable Order without further liability.

6. Delivery; Lead Times

All delivery dates and lead times are estimates only. Seller shall not be liable for delays arising from manufacturing constraints, transportation disruptions, port congestion, labor shortages, governmental actions, pandemics, power or component shortages, or similar events.

7. Force Majeure

Seller shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, pandemics, governmental actions, supply-chain disruptions, customs delays, power shortages, or transportation interruptions. Performance timelines shall be equitably extended for the duration of such events.

8. Inspection; Shipping Damage; Acceptance

Customer must inspect Products promptly upon receipt.
 

• Claims relating solely to shipping or freight damage must be noted on the carrier’s delivery receipt and reported to Seller in writing within forty-eight (48) hours of delivery.

• Claims relating to non-conforming Products must be made in writing within ten (10) days after delivery.
   

Failure to comply with the applicable notice requirements constitutes irrevocable acceptance of the Products. Shipping or freight damage shall not be recharacterized as non-conformity.

9. Limited Express Warranty

Seller warrants solely that, at the time of shipment, Products will materially conform to Seller’s written specifications expressly set forth in the applicable Order. This warranty does not cover normal wear and tear, improper installation, misuse, modification, improper storage, or damage occurring after shipment.

10. Disclaimer of Warranties; No Reliance

EXCEPT AS EXPRESSLY STATED IN SECTION 9, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW.

Customer acknowledges that it has not relied on any representations, statements, samples, demonstrations, mockups, renderings, or sales discussions not expressly set forth in the applicable Order or Seller’s written specifications.

11. Exclusive Remedy

Customer’s sole and exclusive remedy for any breach of warranty or claim relating to the Products shall be, at Seller’s option: (a) repair; (b) replacement; or (c) credit for the purchase price of the affected Products. Seller shall not be responsible for labor, removal, reinstallation, or related costs.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:
 

• Seller shall not be liable for any consequential, incidental, special, or indirect damages, including, without limitation, lost rents, loss of lease-up, project delay damages, extended carrying costs, financing costs, or loss of use.

• Seller’s total aggregate liability shall not exceed the amount actually paid for the specific Products giving rise to the claim.

13. Dispute Resolution; Arbitration; Class Action Waiver

13.1 Agreement to Arbitrate

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Except as expressly provided in Sections 13.4 and 13.5, any dispute, claim, or controversy arising out of or relating to an Order, these Terms, or the Products shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted by a single arbitrator seated in Dallas, Texas, and judgment on the award may be entered in any court of competent jurisdiction.

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13.2 Waiver of Jury Trial

THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL for all claims subject to arbitration or otherwise resolved under these Terms.

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13.3 Class Action Waiver

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All claims must be brought only on an individual basis. No party, including any purchaser, downstream purchaser, end user, or third party, may bring or participate in any class, collective, representative, or mass action against Seller, nor may any arbitration or proceeding be consolidated with another.

A class, collective, or representative proceeding may proceed only if:

1. Seller expressly consents in writing to such proceeding; and

2. The individual proposed to serve as class representative expressly consents in writing to proceed in that capacity.

Absent satisfaction of both conditions, class or representative proceedings are prohibited.

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13.4 Small Claims Carve-Out

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Individual claims that fall within the jurisdictional limits of a Texas small-claims court shall not be subject to arbitration and must be brought exclusively in a small-claims court located in Dallas County, Texas, if such court has jurisdiction.

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13.5 Injunctive and Equitable Relief

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Notwithstanding the foregoing, Seller may seek injunctive or equitable relief in any court of competent jurisdiction to protect its confidential information, intellectual property, or to enforce payment obligations.

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13.6 Survival; Severability

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This Section 13 survives termination of any Order. If any portion of this Section is found unenforceable, it shall be severed, and the remainder enforced to the maximum extent permitted by law. If the class-action waiver is found unenforceable, the arbitration provisions shall be void and disputes shall proceed exclusively in the courts specified in Section 14.

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14. Governing Law; Venue

These Terms and all disputes shall be governed by the laws of the State of Texas, without regard to conflicts-of-law principles. For any matter not subject to arbitration, venue lies exclusively in the state or federal courts located in Dallas County, Texas.

15. Assignment; Resale

Customer may not assign, transfer, or resell any Order, the Products, or these Terms without Seller’s prior written consent.

16. Electronic Execution

Electronic signatures, click-through acceptance, and electronic records are deemed originals and enforceable under the Texas Uniform Electronic Transactions Act and the federal E-SIGN Act.

17. Entire Agreement

These Terms, together with the applicable Order, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.