Terms & Conditions of Sale

Terms and Conditions of Sales

TERMS AND CONDITIONS OF SALE

Texas Electric & Mechanical Supply

GCB DISTRIBUTORS, LLC dba Texas Electric & Mechanical ("TE&M" or "Seller")

Last Updated: 05/15/2026

These Terms and Conditions of Sale are effective as of the date shown above and govern all transactions between Seller and Buyer from that date forward.

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1. ENTIRE AGREEMENT; SELLER'S TERMS CONTROL; ORDER OF PRECEDENCE

(a) These Terms and Conditions of Sale ("Terms") govern all sales of goods and services by [CONFIRMED ENTITY NAME] dba Texas Electric & Mechanical

Supply ("Seller" or "TE&M") to the buyer ("Buyer"). These Terms, together with the Credit Application on file for Buyer's account, the Personal

Guaranty (if any), and Seller's Invoices and Order Acknowledgments for individual transactions, constitute the entire agreement between the

parties. These Terms supersede all prior oral or written representations or agreements relating to the subject matter.

(b) SELLER'S TERMS EXCLUSIVELY GOVERN. Any additional, different, or conflicting terms or conditions appearing in Buyer's purchase order,

procurement documents, online ordering portal, vendor portal, EDI transmission, flow-down clauses, or any other Buyer-generated document —

whether issued before or after these Terms — are EXPRESSLY REJECTED and shall have no force or effect. Seller's commencement of performance,

shipment of goods, or processing of any order does NOT constitute acceptance of Buyer's terms.

(c) CONDITIONAL ACCEPTANCE. Seller's acceptance of any order is expressly made conditional on Buyer's assent to these Terms. Buyer's placement of an order, receipt of goods, or payment of any invoice constitutes Buyer's irrevocable acceptance of these Terms.

(d) MODIFICATION. These Terms may be modified only by a written instrument signed by a duly authorized officer of Seller. No course of dealing,

trade usage, or Buyer communication modifies these Terms.

(e) ORDER OF PRECEDENCE. In the event of any conflict among governing documents, the following order of precedence applies (first listed

controls):

(1) Individually negotiated written amendment signed by Seller's authorized officer;

(2) Seller's Invoice for the specific transaction;

(3) Seller's Order Acknowledgment for the specific order;

(4) These Terms and Conditions of Sale;

(5) The Credit Application and Credit Terms executed by Buyer;

(6) The Personal Guaranty.

Buyer's purchase order terms are excluded from this hierarchy and do not

control under any circumstances, unless separately agreed to in a writing

signed by Seller's authorized officer.

2. PRICE QUOTATIONS; VALIDITY; ESCALATION; SHORTAGES

(a) Validity. Price quotations provided by Seller are valid for five (5) business days from the date of issuance unless a different expiration is expressly stated on the quotation. Seller may withdraw or revise any quotation before Buyer's acceptance. After expiration, Seller may requote at then-current pricing.

(b) Acceptance. Buyer's written authorization, issuance of a purchase order referencing the quotation, or verbal authorization confirmed by Seller's Order Acknowledgment constitutes acceptance of the quoted quantity, specification, and price.

(c) Tariffs and Material Escalation. All quotations are based on Seller's costs at the time of quotation. Seller reserves the right to adjust

invoiced prices to reflect: (i) tariff increases or new tariff impositions affecting the goods after the quotation date; (ii) manufacturer price increases announced after the quotation date; (iii) raw material cost escalation; or (iv) currency fluctuations on imported goods. Seller will provide written notice of any material price adjustment. Buyer may cancel the affected unfilled portion of an order within five (5) business days of such notice; failure to cancel within that period constitutes acceptance of the adjusted price. This clause does not apply to goods already shipped.

(d) Freight Volatility. Freight, fuel surcharges, and logistics costs are not guaranteed at quoted rates and may be invoiced at the rate in effect at the time of shipment.

(e) Allocation. During periods of product shortage or manufacturer allocation, Seller may allocate available inventory among its customers at its sole discretion, without liability for partial fulfillment or non-delivery of any unfilled quantity.

3. PRICES; TAXES; SURCHARGES

(a) All prices are subject to change unless otherwise noted on Seller's applicable quotation. Buyer will be invoiced at prices in effect at the

time of shipment.

(b) Taxes. The purchase price does not include any federal, state, or local sales, use, excise, or similar taxes applicable to the sale, transfer, or use of the goods. Buyer shall pay all applicable taxes in addition to the purchase price, unless Buyer provides Seller with a valid tax exemption or resale certificate applicable to the specific goods and delivery location at the time of order. Seller is not obligated to accept late-tendered certificates. Buyer shall indemnify Seller for any tax liability, penalty, or interest resulting from Buyer's provision of an invalid, expired, or inapplicable certificate.

(c) Additional Charges. All transportation costs, fuel surcharges, duties, tariffs, and other charges are in addition to quoted prices.

(d) Minimum Order Service Fee. All individual orders with a total value of less than $50.00 are subject to a minimum order service fee of $5.00, which is non-refundable.

(e) Credit Card Processing. A credit card processing surcharge of up to 3.5% of the transaction amount will be added to payments made by credit card and disclosed at point of sale. ACH and check payments are not subject to a processing surcharge.

4. SHIPMENT; F.O.B.; TITLE; RISK OF LOSS

(a) F.O.B. SHIPPING POINT. ALL ORDERS ARE SHIPPED F.O.B. SELLER'S SHIPPING POINT — meaning TE&M's facility, warehouse, or, for vendor-direct and

drop shipments, the vendor's shipping dock. Title to and risk of loss of all goods passes to Buyer upon tender of the goods to the common carrier,

freight forwarder, or Buyer's agent at the point of shipment. From the point of shipment, Buyer bears all risk of loss, damage, theft, delay, or

destruction of the goods, regardless of cause, including carrier error or negligence.

(b) Freight Costs. All freight, transportation, fuel surcharges, handling, packaging, and insurance costs are Buyer's responsibility and will be

invoiced separately. When Seller arranges freight on Buyer's behalf, Seller does so as Buyer's agent; such arrangement does not transfer risk

of loss to Seller.

(c) Freight Claims. Buyer shall inspect all shipments upon delivery and file all freight loss or damage claims directly with the carrier. Seller will

reasonably assist Buyer in submitting claims but has no liability for carrier loss or damage after point of shipment.

(d) Special Packaging and Handling. Additional costs for special packaging, crating, or handling required by Buyer's specifications will be added to

the invoice.

(e) Buyer-Caused Delays. If Buyer requests a shipping delay, fails to provide accurate shipping information, or is unavailable to receive delivery, all

resulting storage fees, re-delivery charges, and risk of loss shall be borne by Buyer.

(f) Vendor-Direct / Drop Shipments. For goods shipped directly from Seller's vendors or manufacturers to Buyer's location, risk of loss passes at the vendor's shipping dock. Seller has no liability for vendor shipping delays, carrier selection, or goods in the vendor's possession.

(g) Retained Security Interest. Notwithstanding passage of title, Seller retains a purchase money security interest in all goods sold until full

payment is received.

5. DELIVERY

Seller will make a good faith effort to deliver goods in accordance with Buyer's schedule. Seller will pay for expedited shipping of delayed goods if the delay in delivery is solely caused by Seller. Seller assumes no responsibility or liability for non-performance caused by a force majeure event including, but not limited to, an act of God, war, labor disputes, civil unrest, accidents, pandemics, the inability to obtain materials or goods, delays of carriers, contractors, or suppliers, government actions, tariff changes, or any other cause beyond Seller's reasonable control. Delivery dates are estimates only and are not guaranteed.

6. CANCELLATION; SPECIAL ORDERS; NON-CANCELLABLE / NON-RETURNABLE MATERIAL

(a) Standard Stock Orders. Buyer may request cancellation of orders for standard stock items prior to shipment, subject to Seller's written

approval and payment of a cancellation fee of the greater of $50.00 or 15% of the order value.

(b) Definition of Special Order Material. "Special Order Material" means goods that are: (i) non-stock or not ordinarily stocked by Seller at the

branch serving Buyer; (ii) specially fabricated, custom manufactured, or made-to-order; (iii) long-lead-time items requiring advance manufacturer

commitment; (iv) vendor-direct or drop-ship goods committed to a manufacturer or vendor on Buyer's behalf; (v) goods ordered in non-standard quantities; or (vi) goods identified on Seller's Order Acknowledgment or quotation as "Non-Cancellable / Non-Returnable" or "NCNR."

(c) NON-CANCELLABLE; NON-RETURNABLE. SPECIAL ORDER MATERIAL IS NON-CANCELLABLE AND NON-RETURNABLE ONCE AN ORDER HAS BEEN PLACED WITH THE MANUFACTURER OR VENDOR. Buyer is unconditionally obligated to accept delivery and pay the full purchase price for all Special Order Material regardless of:

(i) project cancellation, postponement, or termination;

(ii) scope reductions, change orders, or redesign;

(iii) owner, general contractor, or lender default;

(iv) permit denial or regulatory delay;

(v) funding shortfalls; or

(vi) any other circumstance beyond Buyer's control.

(d) Cancellation of Special Orders. In the event Seller agrees in writing to cancel a Special Order, Buyer shall pay, within 10 business days of

invoice: (i) all vendor or manufacturer cancellation fees and restocking charges; (ii) all freight costs incurred to date; (iii) all storage and

procurement costs incurred by Seller; and (iv) a Seller cancellation and administration fee of 20% of the order value.

(e) Refusal to Accept. Buyer's refusal to accept delivery of Special Order Material does not extinguish the obligation to pay. Seller may hold the

goods at Buyer's risk and expense and invoice Buyer for the full purchase price plus accruing storage fees.

(f) Identification. Seller will use commercially reasonable efforts to identify Special Order Material on Order Acknowledgments and quotations.

Absence of such designation does not grant Buyer a right to cancel if the goods are otherwise Special Order Material by nature.

(g) Deposit. Seller may, at its discretion, require a deposit of up to 100% of the purchase price of Special Order Material before placing the order with

the manufacturer.

7. PAYMENT; LATE CHARGES; ACCELERATION; CREDIT HOLD; DEFAULT

(a) Payment Terms. Buyer shall pay all invoices NET 30 days from the invoice date unless different payment terms are expressly stated in writing on the

applicable Invoice. Time is of the essence with respect to all payment obligations.

(b) Late Charges. All amounts not paid when due shall accrue a late payment charge of ONE AND ONE-HALF PERCENT (1.5%) PER MONTH (18% per annum), or the maximum rate permitted by applicable law, whichever is less, computed on the outstanding balance of each overdue invoice from the original due date until paid in full. A minimum late charge of $49.00 per overdue invoice per monthly billing cycle applies regardless of the overdue balance amount. There is no grace period; the contractual due date governs without extension.

(c) Acceleration. Upon any default in payment, Seller may, without prior notice or demand, declare the entire outstanding balance of ALL of Buyer's

accounts and invoices immediately due and payable.

(d) Credit Hold; Suspension of Performance. Seller may at any time, in its sole discretion and without prior notice: (i) place Buyer's account on

credit hold; (ii) reduce or eliminate Buyer's credit limit; (iii) require advance payment, cash on delivery, wire transfer, or other immediate

payment method for any or all orders; (iv) suspend acceptance of new orders; or (v) stop shipments in transit and require return of goods not

yet delivered, pending payment of all past-due amounts. Seller's exercise of any credit hold rights shall not constitute a breach of any obligation

to Buyer and shall not give rise to any claim by Buyer for damages, lost profits, consequential losses, or project delays.

(e) Cross-Default. Buyer's failure to pay any amount due on any account or transaction with Seller — including accounts maintained by Buyer's parent

company, subsidiaries, affiliates, or commonly controlled entities — constitutes a default under ALL accounts and ALL transactions between

Buyer (and its affiliates) and Seller, entitling Seller to exercise all available remedies.

(f) Seller Setoff. Seller may, without prior notice, apply any amounts Seller owes Buyer (credits, return allowances, rebates, refunds) against any

amounts Buyer owes Seller, in any order Seller determines.

(g) Anti-Setoff; Pay-When-Paid Rejection. Buyer shall not withhold, setoff, or reduce any payment to Seller based on any claim, dispute, backcharge,

or offset Buyer may have against Seller or any third party. Buyer's payment obligations are absolute and not contingent on any event other

than Seller's delivery of goods. Buyer's receipt of payment from any owner, general contractor, project lender, or other third party shall NOT relieve

or delay Buyer's obligation to pay Seller.

(h) Application of Payments. Seller shall apply payments received from Buyer in any order Seller determines, regardless of Buyer's instructions,

including application to the oldest outstanding balance or to accounts with the least security, as Seller determines in its sole discretion.

(i) Returned Payments. A fee of $35.00 will be assessed for any check, ACH, or other payment item returned unpaid from any financial institution for

any reason. Seller may immediately require cash-in-advance terms upon any returned payment.

(j) Collection Costs and Attorneys' Fees. Buyer shall pay all of Seller's costs of collection, including collection agency fees, court costs, filing

fees, service fees, and attorneys' fees at standard hourly rates, incurred in collecting any past-due amounts, whether or not suit is filed, plus

pre-judgment and post-judgment interest at the contractual rate or the applicable legal rate, whichever is greater.

(k) Adequate Assurance. If Seller has reasonable grounds to believe that Buyer will be unable to pay its obligations (including based on Buyer's financial

condition, payment history, or industry reports), Seller may demand adequate written assurance of performance. If Buyer fails to provide satisfactory assurance within three (3) business days of such demand, Seller may suspend performance, cancel pending orders, and accelerate all outstanding balances as immediately due and payable.

(l) Financial Insecurity; Insolvency. If Buyer becomes insolvent, makes a general assignment for the benefit of creditors, files for bankruptcy or

has an involuntary petition filed against it, ceases business operations, or has a receiver, trustee, or liquidator appointed, all outstanding

balances shall become immediately due and payable without notice or demand.

(m) Credit Application Incorporated. Buyer's Credit Application, Credit Terms, and Personal Guaranty (if any) are incorporated herein by reference and

made a part of these Terms.

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8. INSPECTION; ACCEPTANCE; DISPUTE NOTICE DEADLINES

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(a) Inspection Obligation. Buyer shall promptly inspect all goods upon receipt, prior to installation, use, or further processing.

(b) Physical Damage and Delivery Discrepancies. All claims for physical damage, shortage, incorrect goods, or delivery errors must be submitted to

Seller in writing within five (5) business days of delivery. After such period, Buyer is deemed to have accepted the goods as delivered and has no

right to reject or revoke acceptance.

(c) Billing Disputes. All claims for billing errors, pricing discrepancies, or invoice adjustments must be submitted in writing to Seller's accounts

receivable department within ten (10) business days of the invoice date. Claims not submitted within this period are permanently waived. Buyer may

not withhold payment of undisputed invoice amounts pending resolution of a disputed portion.

(d) Form of Notice. Dispute notices must be in writing (email is acceptable) and must specifically identify: the invoice

number(s), the dollar amount in dispute, and the basis for the dispute. Verbal notices do not satisfy this requirement.

(e) Undisputed Amounts. Buyer shall pay all undisputed invoice amounts by the due date notwithstanding any pending dispute on other invoices or line

items.

(f) Acceptance by Use. Installation, use, modification, or integration of any goods into Buyer's systems, equipment, or projects constitutes irrevocable

acceptance of those goods.

9. RETURNS; RESTOCKING; NON-RETURNABLE GOODS

(a) Return Authorization Required. NO GOODS MAY BE RETURNED WITHOUT SELLER'S PRIOR WRITTEN RETURN MERCHANDISE AUTHORIZATION ("RMA"). Buyer must request an RMA from Seller's sales or customer service team before returning any goods. Unauthorized returns will be refused at delivery or held at Buyer's risk and expense.

(b) Eligible Returns. Seller will consider returns of standard stocking items within thirty (30) days of purchase, subject to all of the following

conditions: (i) a valid RMA number is obtained before return shipment; (ii) the original invoice accompanies the return; (iii) goods are in new,

resalable condition in original, undamaged manufacturer packaging with all original parts, manuals, and accessories; and (iv) goods have not been

used, installed, modified, energized, tested, altered, rebuilt, or damaged in any manner.

(c) Restocking Fee. ALL authorized returns are subject to a restocking charge equal to the GREATER OF: (i) 25% of the original invoice price of the

returned goods; or (ii) the applicable manufacturer restocking charge passed through to Buyer. The minimum restocking fee is $25.00.

(d) NON-RETURNABLE AND NON-REFUNDABLE GOODS. THE FOLLOWING GOODS ARE NON-RETURNABLE AND NON-REFUNDABLE UNDER ANY CIRCUMSTANCES:

(i) Special Order, non-stock, custom-fabricated, or made-to-order goods;

(ii) Cut wire, cable, conduit, pipe, tubing, or other goods sold by the foot, meter, or continuous linear measure;

(iii) Electrical components, breakers, devices, or equipment that have been removed from original packaging, energized, or tested; (iv) Goods with missing, damaged, or altered serial numbers, UPC codes, or manufacturer labels;

(v) Goods damaged while in Buyer's possession;

(vi) Minimum Order Service Fees; and

(vii) Freight and handling charges.

(e) Storage Fees for Unauthorized Returns. Goods returned without authorization and not refused at delivery will accrue storage fees after five (5) business days. Seller reserves the right to dispose of unauthorized returns after thirty (30) days' written notice to Buyer at Buyer's expense.

(f) Credits. Approved return credits will be applied to Buyer's open account balance. Cash refunds are not available for credit account customers unless

the account has a net credit balance after all invoices are paid in full.

10. WARRANTIES; DISCLAIMER

(a) Distributor Status. TE&M is a wholesale distributor and does NOT manufacture the goods it sells. TE&M makes NO warranty as to the design,

manufacture, materials, workmanship, or performance of goods sold.

(b) Title Warranty. Seller warrants only that it has good and marketable title to the goods sold and that the goods are free from liens and encumbrances

created by Seller.

(c) Pass-Through of Manufacturer Warranties. To the extent any manufacturer of goods sold by Seller provides a warranty to end-users that is

transferable, Seller assigns such warranty to Buyer. Seller will reasonably assist Buyer in presenting warranty claims to the applicable

manufacturer. Buyer's sole remedy for alleged product defects is the applicable manufacturer's warranty remedy (repair, replacement, or credit

as determined by the manufacturer), which Seller will facilitate but does not guarantee.

(d) DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SUBSECTIONS (b) AND (c) ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING WITHOUT LIMITATION:

(i) ANY IMPLIED WARRANTY OF MERCHANTABILITY;

(ii) ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SELLER KNOWS THE PURPOSE FOR WHICH THE GOODS ARE INTENDED;

(iii) ANY WARRANTY THAT GOODS CONFORM TO APPLICABLE LAWS, CODES, REGULATIONS, OR STANDARDS, EXCEPT AS SPECIFICALLY AGREED IN WRITING BY SELLER'S AUTHORIZED OFFICER; OR

(iv) ANY WARRANTY BASED ON COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

WARRANTY EXCLUSIONS: These warranties shall be void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, storage, or installation of the goods.

(e) Technical Assistance Disclaimer. Any technical assistance, product recommendations, application suggestions, sizing input, or engineering guidance provided by Seller's employees or representatives is provided as a courtesy only and does not constitute a warranty, guarantee, or representation. Buyer is solely responsible for determining the suitability of any goods for Buyer's intended application. Seller has no liability for the consequences of Buyer's product selection or application decisions.

11. INDEMNIFICATION

(a) Buyer's Indemnification of Seller. Buyer shall indemnify, defend, and hold harmless Seller, its parent, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (collectively "Seller Indemnitees") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or related to:

(i) Buyer's use, installation, application, modification, or disposal of the goods;

(ii) Buyer's breach of these Terms;

(iii) any claim by a third party arising from goods incorporated into Buyer's work, product, or project;

(iv) any claim arising from Buyer's failure to select goods suitable for the intended application; (v) any product liability claim relating to goods after delivery to Buyer; or (vi) Buyer's violation of any law, regulation, or code in connection with the goods.

(b) Seller's Indemnification of Buyer. Seller shall indemnify Buyer against third-party claims for bodily injury or property damage directly and

solely caused by Seller's own gross negligence or willful misconduct in handling or shipping goods, but only to the extent such claims are not

covered by Buyer's indemnification obligations in (a) above, and subject to the limitations of Section 12.

(c) No Indemnification for Indemnitee's Own Negligence. Neither party's indemnification obligation shall apply to claims caused by the

indemnitee's own negligence, gross negligence, willful misconduct, or breach of these Terms.

12. LIMITATION OF LIABILITY

(a) No Consequential Damages. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR

STATUTORY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION: LOST PROFITS; LOST REVENUE; LOSS OF BUSINESS OPPORTUNITY; PRODUCTION DOWNTIME; COSTS OF SUBSTITUTE GOODS OR SERVICES; COST OF EXPEDITED PROCUREMENT; PROJECT DELAY DAMAGES; LIQUIDATED DAMAGES UNDER ANY THIRD-PARTY CONTRACT; OR DAMAGE TO GOODWILL — EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE).

(b) Aggregate Liability Cap. SELLER'S TOTAL CUMULATIVE LIABILITY TO BUYER FOR ANY CLAIM OR SERIES OF CLAIMS ARISING OUT OF OR RELATED TO ANY SPECIFIC TRANSACTION OR THESE TERMS SHALL NOT EXCEED THE INVOICE PRICE ACTUALLY PAID BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

(c) Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. SELLER WOULD NOT HAVE AGREED TO SELL GOODS TO BUYER AT THE PRICES CHARGED WITHOUT THESE LIMITATIONS.

(d) Third-Party Claims. Seller has no liability whatsoever for claims made by any third party (including Buyer's customers, project owners, or general

contractors) arising from goods sold to Buyer, except as expressly provided in Section 11(b).

13. SEVERABILITY

These Terms will be construed as if prepared jointly by the parties, and any uncertainty or ambiguity will not be interpreted against either party solely on

account of authorship. If any provision contained in these Terms is held to be unenforceable, such provision will be given effect in such reduced form as may be decided by a court of competent jurisdiction. If any provision should be declared unenforceable or invalid for any reason, such provision will be severed from the remainder of these Terms without affecting the enforceability or validity of the remaining provisions.

14. NON-WAIVER

The failure of Seller to insist upon the strict performance of any provision of these Terms shall not be deemed a waiver of any of Seller's rights or

remedies, nor of its right to insist upon strict performance of such provision or any other provision in the future. No waiver of any provision of these Terms shall be valid unless in writing and signed by a duly authorized representative of Seller. No course of dealing or course of performance shall modify these Terms.

15. SECURITY INTEREST; PURCHASE MONEY SECURITY INTEREST; UCC REMEDIES

(a) Grant of Security Interest. As security for all amounts due under these Terms, and in consideration of the extension of credit hereunder, Buyer

grants to Seller a purchase money security interest ("PMSI") and a continuing security interest in:

(i) All goods sold to Buyer by Seller, wherever located;

(ii) All inventory and assets of Buyer in which Seller's goods have been incorporated;

(iii) All accounts receivable, chattel paper, general intangibles, and instruments of Buyer arising from the disposition of Seller's goods;

and

(iv) All proceeds, products, and insurance proceeds of any of the foregoing.

(b) UCC Filing Authority. Buyer authorizes Seller to file UCC-1 financing statements, amendments, and continuation statements in all appropriate

jurisdictions without further authorization from Buyer. Buyer shall not authorize or file any termination of Seller's financing statements without

Seller's prior written consent.

(c) PMSI Priority. Buyer acknowledges that Seller's security interest in goods sold constitutes a PMSI and that Seller may provide PMSI notification to

any prior secured creditor of Buyer as required by UCC § 9-324 (Tex. Bus. & Com. Code § 9.324) to preserve Seller's priority.

(d) Default Remedies. Upon any default in payment, Seller shall have all rights and remedies of a secured party under UCC Article 9 (Texas Business

& Commerce Code Chapter 9), including without limitation: (i) the right to repossess goods wherever located without judicial process, provided there

is no breach of the peace; (ii) the right to render goods unusable or take possession of equipment or fixtures in which goods are incorporated;

(iii) the right to sell, lease, or otherwise dispose of goods by public or private sale; and (iv) the right to hold Buyer liable for any deficiency

remaining after application of sale proceeds.

(e) Cooperation. Buyer shall, upon Seller's request: segregate and hold Seller's goods in identifiable condition; provide access to Seller's goods

for inspection and repossession; and execute any documents Seller reasonably requests to perfect or enforce its security interests.

16. MATERIALMAN'S LIEN RIGHTS; CONSTRUCTION PROJECTS

(a) Lien Rights Reserved. TE&M is a material supplier under applicable state lien statutes, including Texas Property Code Chapter 53. Seller expressly

reserves all rights to file and enforce materialman's, mechanic's, and supplier's liens on any real property, improvement, or construction project

to which Seller's goods are furnished, to the fullest extent permitted by applicable law. Seller does not waive any lien rights by extending credit

or accepting partial payment.

(b) Buyer's Cooperation. For all deliveries to construction projects or real property improvements, Buyer shall, upon Seller's written request

(including by email), provide within five (5) business days:

(i) the project name and address;

(ii) the property owner's name and mailing address;

(iii) the general contractor's name and mailing address;

(iv) the name and address of any construction lender; and

(v) the legal description of the improved property.

Buyer's failure to provide this information timely is a material breach of these Terms.

(c) No Unauthorized Lien Waivers. Buyer shall NOT submit, execute, or cause to be executed any lien waiver, release, or subordination purporting to

release Seller's lien rights without Seller's express prior written authorization for each specific payment and project. Conditional lien

waivers submitted without concurrent full payment for the period covered are void. Seller's execution of a conditional lien waiver is not effective

without actual receipt of full payment for the amounts covered.

(d) Lien Waiver Exchange. Seller will provide executed lien waivers in exchange for payments, on a per-project, per-payment basis only, in forms

complying with applicable state law. Seller is not obligated to provide blanket, final, or unconditional lien waivers in advance of full payment.

(e) Joint Check Agreements. Seller may, at its option, require a joint check arrangement as a condition of supplying materials to a construction project,

requiring that project checks be made payable jointly to Buyer and Seller.

(f) Out-of-State Projects. The same cooperation obligations apply for project deliveries outside Texas. Lien notice deadlines and filing requirements

vary by state.

17. JOBSITE DELIVERIES; FIELD ORDERS; THIRD-PARTY PICKUPS; STORAGE FEES

(a) Jobsite Deliveries. Seller may deliver goods directly to job sites, construction sites, or other field locations designated by Buyer. Buyer

accepts all risk of loss upon delivery to the designated location, regardless of whether a Buyer representative is present at the time of

delivery. Seller's delivery driver notes, electronic proof-of-delivery confirmation, GPS record, or delivery photograph shall constitute prima

facie evidence of delivery.

(b) Third-Party Pickups. Seller may release goods at Seller's branch locations to any person who references Buyer's account number and is listed on

Buyer's Authorized Purchaser list on file with Seller. If Buyer's Authorized Purchaser list does not restrict third-party pickups, Seller may release goods to any person claiming authority on Buyer's behalf, and such release constitutes delivery to Buyer. Buyer bears sole responsibility for maintaining a current and accurate Authorized Purchaser list with Seller.

(c) Field Orders. Verbal, text-message, or email orders from Buyer's field personnel are binding on Buyer to the same extent as written purchase

orders. Seller's Order Acknowledgment or invoice for such orders constitutes confirmation.

(d) Storage and Staging Fees. If Buyer requests that Seller stage, warehouse, or hold goods pending future delivery or pickup, storage fees will accrue

beginning on the sixth (6th) business day after Seller notifies Buyer that the goods are ready. Staged goods remain at Buyer's risk of loss. Seller

may require payment of all outstanding invoices before releasing staged goods.

(e) Refused Deliveries. If Buyer or Buyer's representative refuses delivery of goods, Buyer remains liable for the full invoice price of Special Order

Material, vendor restocking charges, return freight, and all costs resulting from the refused delivery.

18. ELECTRONIC COMMERCE; DIGITAL ORDERS; PAYMENT FRAUD PREVENTION

(a) Electronic Orders. Orders communicated by email, text message, telephone, fax, online portal, or Seller's electronic ordering system are binding on

Buyer to the same extent as written purchase orders. Seller's electronic Order Acknowledgment or Invoice constitutes a valid acceptance and binding

transaction. Buyer waives any defense that an order is unenforceable due to the absence of a signed writing.

(b) Authorized Communications. Orders placed by Buyer's employees, agents, contractors, or other personnel using Buyer's account number or email

domain are presumed to be authorized and binding on Buyer, unless Buyer has provided prior written notice to Seller specifically revoking that

individual's authority.

(c) Electronic Records. Seller's electronic records of orders, invoices, acknowledgments, delivery confirmations, and communications constitute

valid business records and are admissible in evidence to the same extent as paper records. Buyer waives any objection to admissibility based on the

electronic nature of such records.

(d) Payment Instruction Fraud Protection. Seller will NEVER instruct Buyer to change Seller's payment instructions (bank account number, ACH routing

information, wire transfer details, or remittance address) solely by email or electronic communication. Any purported change to Seller's payment

instructions received by Buyer via email MUST be independently verified by Buyer by telephone using Seller's published contact number BEFORE any

payment is remitted. Buyer bears sole risk of loss for payments made to fraudulent accounts without such telephone verification, and such misdirected payments do not satisfy Buyer's payment obligations to Seller.

(e) E-Signatures. Electronic signatures on any document, order, or authorization related to transactions governed by these Terms are valid and

binding to the same extent as handwritten signatures, pursuant to the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code §§ 322.001–

322.021) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.).

(f) Terms Updates. Seller may update these Terms from time to time. Updated Terms will be posted at www.texaseam.com/terms-conditions with a revised

"Last Updated" date. Buyer's continued purchases after the effective date of any update constitute acceptance of the revised Terms. Seller will make

commercially reasonable efforts to notify existing credit account holders of material updates.

19. EXPORT CONTROLS; OFAC COMPLIANCE

(a) Export Controls. Buyer shall not export, re-export, transfer, or divert any goods to any destination, entity, or person prohibited by U.S. export

control laws and regulations, including the Export Administration Regulations ("EAR"), the International Traffic in Arms Regulations

("ITAR"), and all regulations administered by the U.S. Department of Commerce, State, or Treasury. Buyer shall obtain all required export

licenses before exporting any goods.

(b) OFAC Compliance. Buyer represents and warrants that it is not, and is not owned or controlled by, any person or entity identified on the U.S.

Treasury Department OFAC Specially Designated Nationals and Blocked Persons ("SDN") List or any other applicable U.S. government restricted

party list. Buyer shall immediately notify Seller if Buyer or any of its principals becomes subject to OFAC sanctions.

(c) Compliance Indemnification. Buyer shall indemnify and hold Seller harmless from any fines, penalties, forfeitures, or liabilities arising from Buyer's

violation of any applicable tax, export control, or trade compliance law or regulation.

20. GOVERNING LAW; EXCLUSIVE JURISDICTION; VENUE; ATTORNEYS' FEES; JURY TRIAL WAIVER

(a) Governing Law. These Terms and all transactions hereunder shall be governed by and construed in accordance with the laws of the State of

Texas, including the Texas Uniform Commercial Code, without regard to conflict-of-laws principles.

(b) Exclusive Jurisdiction and Venue. Buyer irrevocably submits to the EXCLUSIVE personal jurisdiction and venue of: (i) the state courts of

Matagorda County, Texas; or (ii) the United States District Court for the Southern District of Texas, Victoria Division — in each case at Seller's

sole election. Buyer waives any objection to venue in such courts on grounds of inconvenience or otherwise. Notwithstanding the foregoing,

Seller may elect, in its sole discretion, to bring any collection action in any court of competent jurisdiction in the state or county where Buyer

is domiciled or doing business, and Buyer consents to jurisdiction in such courts.

(c) JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUYER AND SELLER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY TRANSACTION BETWEEN

BUYER AND SELLER. THIS WAIVER IS VOLUNTARY AND KNOWINGLY MADE.

(d) Attorneys' Fees and Costs. In any proceeding to enforce these Terms or to collect amounts due hereunder, the prevailing party shall be entitled

to recover its reasonable attorneys' fees, court costs, and expenses, including pre-judgment and post-judgment interest at the contractual rate.

21. GENERAL PROVISIONS

(a) Survival. The following provisions survive the termination or expiration of any credit arrangement, cancellation of any account, or completion of

any transaction, and remain fully enforceable until all obligations are satisfied: (i) all payment obligations and accrued late charges;

(ii) collection cost and attorneys' fee obligations; (iii) all indemnification obligations; (iv) limitation of liability and warranty

disclaimers; (v) the Personal Guaranty in its entirety; (vi) security interest rights and all UCC remedies; (vii) lien rights and all related

cooperation obligations; (viii) governing law, exclusive venue, and jury trial waiver; and (ix) any confidentiality obligations. Termination or

revocation of credit does not release any existing obligation of Buyer or Guarantor.

(b) Continuing Applicability. These Terms apply to ALL transactions between Buyer and Seller, including all TE&M branches, divisions, and operating

locations, whether or not a separate purchase order, quote, or order acknowledgment references these Terms. Each purchase of goods by Buyer,

by any of Buyer's employees, agents, or authorized purchasers on Buyer's credit account, shall be governed by these Terms. Buyer's continued

purchasing constitutes ongoing acceptance of these Terms, including any amendments of which Buyer has been given reasonable notice.

(c) Document Integration. These Terms, together with the Credit Application on file for Buyer's account, the Personal Guaranty (if applicable), and

Seller's Invoices and Order Acknowledgments, constitute the entire agreement between the parties. In the event of any conflict, the Order of

Precedence set forth in Section 1(e) governs.

(d) Assignment. Seller may assign or transfer its rights and obligations under these Terms at any time without Buyer's consent. Buyer may not assign or

transfer any rights or obligations under these Terms, or any credit extended hereunder, without Seller's prior written consent.

(e) Notices. Notices to Seller shall be directed to:

Texas Electric & Mechanical Supply

Attn: Credit Department

1300 Avenue F, Bay City, Texas 77414

AR@TexasEAM.com | 979-245-4851

Notices to Buyer shall be directed to the address, email, and contact on file with Seller's credit department. Email notice is effective upon

transmission to a current, functioning email address on file.

20260515 Terms and Conditions of Sales

Terms and Conditions of Sales

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