All sales of goods by PGI Glass, LLC d/b/a Precision Glass Industries (“PGI”) to the customer submitting this form (“Customer”) are subject to the terms and conditions provided herein. Any sales order that includes different or additional terms that conflict with these Terms and Conditions are objected to and disallowed.

Terms – Customer may submit orders to PGI electronically or in writing at prices quoted by PGI. PGI may accept or reject any order. All sales by PGI to Customer are subject to the terms and conditions set forth herein. A binding contract will arise only when PGI confirms the customer’s order or begins execution of the customer’s order, as price quotations or other communications from PGI do not constitute offers. No terms contained in any purchase order or other document submitted by Customer will vary or amend the provisions of this form. No PGI employee has authority to change the terms of this agreement or to provide special discounts or rebates without specific written authorization from a corporate officer addressed to Customer.

Delivery and Quantity – Information about delivery periods is indicative and non- binding unless a written confirmation from PGI expressly states the contrary. Partial deliveries are permitted.

Payment and Credit; Expenses – Customer will pay for all goods ordered on its behalf and delivered by PGI pursuant to the credit terms established for the Customer’s account. PGI may establish the credit terms for Customer, and may change those terms, create or change credit limits or cease extending credit from time to time in its sole discretion. Customer will pay all costs for: special packing, shipping or other handling requested by Customer and agreed to by PGI, extra charges of carriers for Customer delays in unloading trucks or containers and other special costs incurred by PGI as a result of special actions or requests by Customer.

Late Payments: Consequences – If the Customer fails to make a payment when due, this constitutes a fundamental breach of the contract and: (a) all amounts outstanding to PGI will become due immediately; (b) PGI has the right to cancel any pending orders; (c) all warranties issued under this order will be void; (d) all warranties granted by PGI to Customer under any order will be void; and (e) until Customer brings its account into good standing, PGI may, in its sole discretion, (1) stop work on Customer’s other orders and (2) not begin work on any other orders placed by Customer. Customer understands that if it loses its slot on PGI’s manufacturing line due to late payment, such slot may be used by PGI for another customer or project, resulting in delays in manufacturing Customer’s order. PGI will re-slot Customer’s order as soon as commercially practicable after Customer brings its account back to good standing. Customer agrees that any delay to the delivery dates quoted to Customer due to its account being out of good standing is due to Customer’s own actions. PGI will provide new delivery dates to Customer upon Customer bringing its account into good standing.

Late Payments: Cost of Enforcement – Customer will pay all costs of collection of any amounts due to PGI, and all costs of collection, including court costs, reasonable fees and reasonable attorney’s fees, whether by outside or in-house counsel, and other reasonable expenses. Returned checks will result in a $25.00 fee per check, per deposit.

Risk of Loss – The risk of loss of all goods purchased by Customer passes to Customer as follows: if the goods are picked up by the Customer or shipped by carrier arranged by the Customer, risk of loss passes when the goods loaded on the truck at PGI’s facility; if PGI arranges shipping, risk of loss passes when the goods are available for unloading at Customer’s location.

Title to the Goods – Title to the goods purchased from PGI shall not pass to Customer until PGI receives payment in full for the entire purchase order under which the goods were purchased, in which case title to the goods shall pass to Customer at the time of payment.

Purchase Money Security Interest – Customer grants to PGI a security interest in all goods sold by PGI to Customer, and all proceeds and products thereof, to secure payment of the price of such goods and the interest and costs of collection described herein. This security interest is a purchase money security interest. Customer authorizes PGI to file financing statements in connection with this security interest.

Special Services or Products – Special services or products, such as fabrication by PGI of glass provided by the customer, will be subject to additional terms and conditions established by PGI for the operation.

Deadlines for Inspection and Claims – Customer will check each delivery from PGI, and will notify PGI of, and will note in writing on the packing slip any discrepancies between the delivery and the packing slip (including breakage or scratches) and will sign the note and have the driver sign the note, before the driver leaves Customer’s premises; otherwise PGI will not give credit for any discrepancies. Customer will inspect all goods purchased immediately and in any event before Customer installs the goods. Customer will retain defective goods for inspection by PGI for one (1) week after notifying PGI of the damage or defect, or longer if so, requested by PGI, and will return such goods to PGI at Customer’s expense. PGI will have no liability whatsoever for any defect or non-conformity that is not notified, or if the relevant goods are not made available for inspection, in the manner required by this paragraph.

Limited Warranty – For certain fabricated products, PGI’s additional warranties are provided in the Precision Glass Industries Limited Warranties document (the “Warranties”). PGI PROVIDES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY

Exclusion of Certain Damages – PGI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF YOU OR PGI HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PGI WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

Limitation on Direct Damages – PGI SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR DAMAGES IN THE CUMULATIVE, AGGREGATE AMOUNT GREATER THAN THE AMOUNTS PAID BY

CUSTOMER TO PGI UNDER THE RELEVANT SALES ORDER RELATING TO THE GOODS TO WHICH THE CLAIM APPLIES. EACH PARTY ACKNOWLEDGES THAT THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

Racks – PGI may, in its sole discretion, provide racks for the transportation or storage of its products. The provision of such racks will be governed by the Precision Glass Industries Rack Rider (the “Rack Rider”), which is attached hereto.

Severability – In the event that any term of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement in the first instance, and (2) the remaining provisions hereof shall continue in full force and effect.

Taxes – Customer will pay all sales, use, excise and other taxes, and tariffs and duties, due with respect to sales made pursuant to these Terms and Conditions.

Governing Law and Litigation – This Agreement and the business relationship between PGI and Customer will be governed by Texas law (applied without regard to Texas’ conflicts of law principles). The parties agree to the exclusive jurisdiction of the State and Federal courts for Harris County, Texas to hear any disputes relating to transactions between the parties, including claims arising out of these Terms and Conditions, including the attachments hereto, and waive any objections to personal jurisdiction.

Bankruptcy – If the Customer becomes insolvent, files a voluntary bankruptcy proceeding, or has an involuntary bankruptcy petition filed against it without obtaining discharge of that petition within 75 days, or has a receiver appointed over all or any of its assets, then PGI will have the right to terminate all orders and contracts by notifying the Customer to that effect, without prejudice to PGI’s right to payment of the price of delivered goods and any damages PGI might suffer.

Entire Agreement; Modification – This Agreement, along with the Warranties, the Rack Rider and any other attachments specifically incorporated herein by reference or included by PGI along with its sales orders, sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreements or communications between the parties, whether written or oral, relating hereto. No representation, inducement, or promise has been made or relied upon by either party in entering into this arrangement other than as specifically set forth herein. This Agreement may be modified only by a written amendment signed by an authorized representative of each party. To the extent that the terms hereof contradict any of the terms of any attachment hereto, the terms hereof shall govern, unless specifically set forth to the contrary in any such attachment.

Changes to These Terms and Conditions – PGI may revise and update these Terms and Conditions from time to time in PGI’s sole discretion. All changes to these Terms and Conditions are effective immediately upon posting of updated Terms and Conditions to PGI’s website (the “Revised T&C Effective Date”). All orders placed before the Revised T&C Effective Date will continue to be governed by these Terms and Conditions. PGI will provide notice to you of revised terms and conditions by either (1) email; (2) notice of new terms and conditions on quotes provided by PGI; (3) notice of new terms and conditions on order confirmations provided by PGI; or (4) by placing the revised terms and conditions on PGI’s terms and conditions webpage. You agree to check the PGI terms and conditions webpage to review the terms and conditions which are effective on the date on which you place an order. By placing an order with PGI you agree and accept the terms and conditions which are effective on the date of your order.

Force Majeure – PGI shall be held responsible or liable hereunder for any failures or delays in the performance of its obligations under this Agreement if such failure or delay is caused by activities or factors beyond its reasonable control, including without limitation, war, civil commotion, inclement weather, strikes or labor disputes, lockouts, accidents, fires, floods, earthquakes, telecommunications line failures, electrical outages, network failures, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under the law, for so long as such force majeure event is in effect. Notwithstanding the foregoing, PGI shall promptly provide written notice thereof to the other party, which notice shall include a detailed description of the event of force majeure along with PGI’s best estimate of the length of time such event will delay or prevent performance hereunder.

Waiver – No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by you and PGI. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

Assignment – Customer may not assign or otherwise transfer these Terms and Conditions, in whole or in part, without the prior written consent of PGI. For purposes of these Terms and Conditions, a Change of Control of Customer is considered an assignment. A “Change of Control” shall mean, and be deemed to have occurred upon: (i) a sale or transfer of substantially all of the assets of Customer in any transaction or series of related transactions (other than sales in the ordinary course of business); (ii) the sale or transfer of greater than 50% of Customer’s outstanding equity, whether in one transaction or a series of transactions Any assignment in violation of this clause shall be null and void.