MATCO INVOICE TERMS AND CONDITIONS

For purposes of these Invoice Terms and Conditions, Matco Aggregates Ocala, LLC, a

Florida corporation is the seller and is referred to herein as “Matco” or “Seller” and buyer shall be

referred to as “Buyer”. Buyer’s receipt of the products and/or services set forth herein constitutes

acceptance of these Terms and Conditions (the “Agreement”). Seller’s acceptance of Buyer’s order

is conditioned upon Buyer’s acceptance of this Agreement, which shall be deemed accepted upon the

return of an acknowledgement copy of the order or the commencement of performance by Seller. Any

other terms set forth in Buyer’s order or any other related documentation or communication, which

conflicts with the Agreement are null and void unless agreed to by both parties in a signed writing.

In the event Buyer objects to the terms of this Agreement, such objection must be in writing delivered

to Seller by the earlier of, within five (5) days from receipt of this Agreement, or prior to Buyer’s

issuance of an order. Further, Buyer’s failure to make such timely objection shall be deemed

acceptance of this Agreement.

1. Pricing and Taxes. Taxes may be added by Matco to the sales price in compliance with applicable

law and will be paid by Buyer unless Buyer provides Matco with a proper tax exemption certificate.

2. Payment Terms. Payments are to be made directly to Matco without any deduction or set off,

except as expressly stated in the invoice. Unless otherwise agreed in writing by Matco, terms of payment

shall be net twenty (20) days from date of invoice. Where Matco has extended credit to Buyer, Matco

reserves the right to modify the amount of credit or terms of payment, or revoke Buyer’s credit at any time

immediately upon notice. Payment of invoices shall be made without regard to whether Buyer has made or

may make any inspection and/or acceptance of the Products. As used herein, Products means the aggregates

and related materials supplied by Matco and listed on the invoice (“Products”).

If Buyer becomes insolvent, or is named in a voluntary petition for bankruptcy or any

proceeding relating to insolvency, receivership, or liquidation, or is named involuntarily in such

petition or proceeding that is not dismissed within sixty (60) days after filing, or makes an assignment

for the benefit of creditors, Seller may by written notice cancel Buyer’s order, terminate the applicable

agreement, and/or modify or revoke any extension of credit. Buyer shall not be entitled to set off any

amount owed by Matco, for any reason, at any time, against any amount payable by Buyer in

connection with the Agreement, without the prior express written permission of Matco. In the event

Matco resorts to a third party or to litigation in order to collect amounts due Matco, Buyer agrees to

pay costs of collection for amount owed to Matco, including, but not limited to, attorney’s fees, court

costs, and interest in the amount of 1% per month (12% per annum) or the maximum amount allowed

by applicable law, whichever is greater, from the date the amount is due.

3. Title and Delivery. For any shipments of Products arranged by Matco, Products shall be delivered

to Buyer’s facilities, unless otherwise agreed in writing. Title, risk of loss, and damage to Products shall pass

to Buyer upon Matco’s delivery of the Products, and any loss or damage thereafter shall not relieve Buyer

from any obligation hereunder. Buyer shall be liable for costs of insurance and transportation and for all

import duties, taxes and any other expenses incurred, or licenses or clearance required at port of entry and

destination. Matco shall not be liable for any loss or expense, whether by way of contract or tort,

(consequential or otherwise) incurred by Buyer if Matco fails to meet the specified estimated delivery

schedule because of any delays beyond Matco’s control, provided reasonable efforts are used to perform.

Until the full purchase price hereunder is received, Seller shall retain a security interest in the Products

delivered and the right to immediate possession thereof, including all documents relating to the same in the

event of Buyer’s failure to fulfill its contractual obligations hereunder upon giving Buyer as least ten (10)

days prior written notice of such failure and intent to repossess. Buyer shall take any and all action, including

the execution of further instruments which may be reasonably to perfect said security interest.

Notwithstanding anything to the contrary contained herein, delivery of the Goods to the

Buyer will be deemed conclusive evidence of the Buyer’s acceptance of this Agreement.

4. Inspection, Acceptance, and Claims.

4.1. Inspection and notice. Buyer shall inspect Products at delivery and before any use, mixing,

incorporation, or installation. Any claim that Products are Defective must be reported in a detailed written

notice to Matco within five (5) calendar days after delivery and, in all events, before the Products are used,

mixed, incorporated, installed, or resold. The notice must include shipment details, the alleged

nonconformity, photographs, and samples sufficient for evaluation.

4.2. Acceptance and waiver. Use, processing, mixing, incorporation, installation, or resale

constitutes irrevocable acceptance and a waiver of all claims regarding such Products. Failure to provide

timely notice as above constitutes acceptance and waiver of all claims.

4.3. Access and testing. Buyer shall preserve samples and provide Matco reasonable access to the

Products, site, and records for inspection and testing. Failure to preserve evidence or permit inspection

waives the claim.

4.4. “Defect” or “Defective” means a material nonconformity of Products to Matco’s written

specifications for the specific shipment as delivered. Normal variations, tolerances in gradation or moisture,

inherent characteristics of quarried materials, and changes caused by transport, storage, handling, mixing,

installation, environmental or jobsite conditions do not constitute a Defect.

5. WARRANTY . THE PRODUCTS ARE SOLD AS-IS AND SELLER MAKES NO

REPRESENTATION OR WARRANTY WITH RESPECT TO THE PRODUCTS SOLD HEREUNDER,

AND SELLER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM

INFRINGEMENT. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY

AUTHORITY TO BIND SELLER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY

EXCEPT AS STATED IN THIS AGREEMENT.

6. Exclusive Remedy. Buyer’s sole and exclusive remedy for any Defect, delay, shortage, or

nonconformity shall be, at Matco’s option: (a) repair; (b) replacement of the affected quantity with

conforming Products; or (c) refund/credit of the purchase price paid for the affected quantity. Matco is not

responsible for removal, reinstallation, labor, downtime, equipment, delay, testing, mitigation, or similar

costs, or for performance of, or compatibility with, other materials. No remedy is available if Products have

been mixed, altered, combined with other materials, installed, or otherwise changed after delivery.

7. Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement or

any attachments thereto, Matco’s total aggregate liability for any and all claims, costs, expenses, penalties,

or damages, arising under the Agreement, including without limitation, claims for delays in delivery or

performance, shall in no event exceed the total purchase price of the Products giving rise to the claim,

received by Matco under the Agreement (the “Limitation of Liability”). FURTHERMORE, IN NO EVENT

SHALL MATCO BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COLLATERAL,

EXEMPLARY, INCIDENTAL, LOSS PROFITS, LOSS OF REVENUE, ECONOMIC LOSSES, OR

CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, REGARDLESS OF WHETHER ARISING

FROM BREACH OF CONTRACT, WARRANTY, TORT, OR OTHERWISE.

8. Indemnity. Buyer agrees to indemnify and hold Matco, its agents, contractors, consultants,

employees, officers, and directors, harmless from all claims, losses, suits, judgments, awards, costs or

expenses whether arising in tort or contract, including reasonable attorney’s fees, expenses and costs, arising

out of the (i) use of Products applicable to Buyer’s designs and/or products, or Matco’s assistance in the use

of Products, (ii) negligent acts or omissions of Buyer or its employees, or (iii) Buyer’s breach of this

Agreement.

9. Compliance with Laws. Buyer shall at all times comply with all applicable federal, state, and local

laws and regulations, including export laws of the United States of America and other countries. Each party

shall secure, at its own expense, such licenses and export and import documents as are necessary for each

respective party to fulfill its obligations in accordance with this Agreement.

10. Severability. A finding that any phrase, clause, or provision of the Agreement is invalid or

unenforceable in any jurisdiction will not affect the validity or enforceability of any other phrase, clause, or

provision of the Agreement.

11. Waiver. Any failure of Matco to enforce at any time, or for any period of time, any of the

provisions set forth herein, shall not constitute a waiver of such provisions or in any way affect the validity

of the Agreement.

12. Force Majeure. Matco shall not be liable for any delay, in whole or in part, caused by the

occurrence of any event beyond the control either of Matco or Matco’s suppliers, including, but not limited

to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot, terrorism, both

foreign and domestic, or other act of civil disobedience, act of a public enemy, failure or delay in

transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute,

accident, fire, explosion, epidemic, pandemic, quarantine, flood, storm or other act of God, shortage of labor,

fuel, raw material or machinery or technical failure where Matco has exercised ordinary care in the

prevention thereof. Matco shall have sole discretion to allocate production and deliveries among Matco’s

customers. This provision shall not apply to Buyer’s obligation to pay Matco any amount rightfully due and

accurately invoiced.

13. Limitations period. Any claim under this Agreement by Buyer must be commenced within one (1)

year after delivery; otherwise, it is permanently barred.

14. Assignments. The payment obligations stated herein shall not be assigned or delegated by Buyer,

including by operation of law, without prior notice to and the written consent of Seller. Any change of control

of Buyer shall be deemed to be an attempted assignment for purposes of this Agreement. Matco may assign

this Agreement in whole or in part without consent of Buyer.

15. Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in

accordance with the laws of the State of Florida. Buyer hereby irrevocably submits to the jurisdiction of any

Florida court sitting in Broward County, Florida over any action or proceeding arising out of or relating to

this Agreement or the Products purchased hereunder and agrees that all claims in respect of such action or

proceeding may be heard and determined in any such court. Buyer further agrees that venue for any such

action shall lie exclusively with courts sitting in Broward County, Florida, unless Seller and Buyer agree in

writing to the contrary.

Order Of Precedence. In the event of any conflict among the provisions of these Terms and

Conditions, the following order of precedence shall apply in interpreting orders between Matco and Buyer:

16.1. These Terms and Conditions control with respect to their subject matter

16.2. Any special or supplemental terms and conditions incorporated by reference in the purchase

order and accepted by the parties in writing.