PROFILE CUSTOM EXTRUSIONS LLC AND
EXTRUDED ALUMINUM COMPANY, LLC

TERMS AND CONDITIONS OF SALE

Entire Agreement and Acceptance of Terms

All sales of goods (“Goods”) by Profile Custom Extrusions LLC and Extruded Aluminum Company, LLC (collectively, “Seller”) to any purchaser (“Buyer”) are expressly conditioned upon and governed exclusively by these Terms and Conditions of Sale (“Terms”), together with any written quotation, order confirmation, invoice, or other document issued by Seller. These Terms, along with any such Seller-issued documents, constitute the entire agreement (“Agreement”) between Seller and Buyer regarding the sale of Goods and supersede all prior or contemporaneous oral or written agreements, representations, negotiations, or communications. Any additional, different, or conflicting terms proposed by Buyer, whether in a purchase order or otherwise, are hereby expressly rejected and shall be without effect unless specifically agreed to in a separate writing signed by an authorized representative of Seller. No course of dealing, usage of trade, or course of performance shall be relevant to explain or supplement any term of this Agreement. Buyer’s acceptance of delivery of Goods shall constitute Buyer’s acceptance of these Terms in their entirety. In the event of a conflict, the following order of precedence applies: (1) a separately signed master agreement between the parties (if any); (2) Seller's order confirmation; (3) these Terms; (4) Seller's invoice; (5) Seller's quotation. Buyer's terms and purchase orders are rejected and for convenience only.

Order Placement, Acceptance, and Contract Formation

All orders submitted by Buyer are subject to written acceptance by Seller. Seller’s acceptance may be evidenced by an order confirmation, commencement of performance, or shipment of Goods. Seller reserves the right to refuse any order, in whole or in part, for any reason. No order may be modified, canceled, or rescheduled by Buyer without Seller’s prior written consent, which may be withheld at Seller’s sole discretion. Any modification or cancellation of an order may be subject to additional charges, including but not limited to costs incurred, work performed, and a reasonable allowance for overhead and profit. Seller may, at its discretion, require Buyer to provide written purchase orders, credit information, or other documentation prior to acceptance.

Prices, Adjustments, and Taxes

Unless otherwise agreed in writing, prices for Goods shall be those in effect at the time of shipment, regardless of any prior quotations or acknowledgments. Seller reserves the right to adjust prices at any time prior to shipment to reflect changes in costs, including but not limited to raw materials, energy, labor, transportation, tariffs, or other market conditions. All prices are exclusive of applicable federal, state, provincial, and local taxes, including but not limited to sales, use, excise, value-added, or similar taxes, as well as any customs duties, import/export fees, tariffs, or other governmental charges. Buyer is solely responsible for all such taxes and charges, which will be added to Seller’s invoice unless Buyer provides a valid exemption certificate acceptable to the relevant taxing authority. Where Seller is not required to collect sales/use tax, Buyer remains responsible for self-assessing and remitting use tax. Buyer shall provide valid and properly completed resale/exemption certificates upon request. In the event of any change in applicable tax rates or the imposition of new taxes or charges, Seller reserves the right to adjust prices accordingly. Buyer is the importer of record for all shipments and shall be responsible for all import formalities, customs clearance, and compliance with applicable import laws and regulations.

Payment Terms and Credit

Unless otherwise specified in writing by Seller, payment is due in full net thirty (30) days from the date of Seller’s invoice, without set-off, deduction, or counterclaim. All payments shall be made in the currency specified in Seller's invoice or, if not specified, in Canadian dollars for Canadian sales and United States dollars for U.S. sales, unless otherwise agreed. Overdue amounts shall accrue interest at a rate of 2% per month (24% per annum) or the maximum rate permitted by applicable law, whichever is less, calculated and compounded monthly. Seller reserves the right to suspend or cancel further deliveries, require cash in advance, or impose other payment terms if Buyer fails to pay any amount when due or if Seller, in its sole discretion, determines that Buyer’s financial condition or creditworthiness has become unsatisfactory. Buyer shall be liable for all costs of collection, including reasonable legal fees and expenses, incurred by Seller in connection with the collection of overdue amounts. Seller may, at any time and without notice, set-off any amounts owed by Buyer to Seller against any amounts owed by Seller to Buyer.

Delivery, Title, and Risk of Loss

Unless otherwise expressly agreed in writing, all shipments of Goods are made EXW (Ex Works) Seller’s designated facility. Title to and risk of loss or damage to the Goods shall pass to Buyer upon delivery of the Goods to the carrier at Seller’s facility, regardless of whether Seller pays or arranges for transportation. Delivery dates provided by Seller are estimates only and are not guaranteed. Seller shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for any delay or failure to deliver, in whole or in part, for any reason, including but not limited to causes beyond Seller’s reasonable control. Seller reserves the right to make partial shipments and to invoice each such shipment separately. If shipment is delayed at Buyer’s request or due to Buyer’s failure to provide necessary information, payment shall become due on the date Seller is prepared to make shipment, and Seller may store the Goods at Buyer’s risk and expense.

Inspection, Acceptance, and Claims

Buyer shall inspect all Goods immediately upon receipt and shall notify Seller in writing of any alleged non-conformity, shortage, damage, or defect within ten (10) days of delivery, specifying the nature and extent of the non-conformity or defect in reasonable detail. Failure to provide such notice within the specified period shall constitute irrevocable acceptance of the Goods and a waiver of all claims with respect thereto. In the event of damage in transit, Buyer must also notify the carrier and note the damage on the delivery receipt at the time of delivery. Buyer shall cooperate fully with Seller and the carrier in the investigation and resolution of any such claim. No Goods may be returned to Seller without Seller’s prior written authorization and return instructions (RMA). Buyer shall not discard or alter alleged nonconforming Goods prior to Seller's inspection. Any unauthorized returns may be refused and returned at Buyer's expense.

Warranties and Disclaimers

Seller warrants that Goods delivered hereunder will materially conform to Seller’s published specifications or those specifically agreed to in writing by Seller and will be free from material defects in workmanship and materials for a period of thirty (30) days from the date of delivery. This warranty applies to defects that appear within thirty (30) days from delivery and that are reported to Seller within ten (10) days after discovery and in any event within the warranty period. This warranty does not apply to Goods that have been altered, modified, misused, subjected to improper storage, installation, or handling, or used in a manner inconsistent with Seller’s instructions or industry standards. Seller makes no warranty as to the suitability of the Goods for any particular purpose unless expressly agreed in writing. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

Limitation of Liability

Seller’s liability for any claim, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or relating to the sale, delivery, or use of the Goods, shall be limited, at Seller’s option, to the repair or replacement of the non-conforming Goods or refund of the purchase price paid for such Goods. Seller's aggregate liability shall not exceed the amount paid by Buyer for the specific Goods giving rise to the claim. In no event shall Seller be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of use, business interruption, or loss of goodwill, even if Seller has been advised of the possibility of such damages. The foregoing limitations will not apply to the extent prohibited by applicable law, or to liability arising from Seller's fraud, intentional misconduct, or gross negligence. The remedies set forth herein are Buyer’s sole and exclusive remedies for any claim relating to the Goods or these Terms.

Force Majeure

Seller shall not be liable for any delay or failure to perform any obligation under these Terms or any order due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riot, civil commotion, fire, flood, earthquake, explosion, epidemic, pandemic, government action or regulation, embargo, labor dispute, strike, lockout, shortage or unavailability of materials, energy, transportation, or equipment, or any other event or circumstance, whether or not similar to the foregoing, that is beyond Seller’s reasonable control. In the event of any such delay or failure, Seller’s time for performance shall be extended for a period equal to the duration of the delay, and Seller may allocate its available supply of Goods among its customers in such manner as it deems equitable. If the delay continues for more than ninety (90) days, either party may terminate the affected order upon written notice to the other party, without liability except for payment for Goods delivered prior to such termination.

Indemnification

Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to (a) Buyer’s use, handling, storage, or resale of the Goods; (b) any breach by Buyer of these Terms or any applicable law or regulation; (c) any Goods manufactured or supplied in accordance with Buyer’s specifications, instructions, or designs, including any claim of infringement of intellectual property rights; or (d) any negligent or wrongful act or omission of Buyer or its agents, employees, or contractors, except to the extent caused by Seller’s gross negligence or willful misconduct.

Intellectual Property

The sale of Goods by Seller does not grant, and shall not be construed as granting, Buyer any license or other right, express or implied, to any patent, trademark, copyright, trade secret, or other intellectual property right of Seller or its affiliates, except as may be necessary for the ordinary use of the Goods. Buyer shall not use Seller’s name, trademarks, or other proprietary information without Seller’s prior written consent. If any Goods are manufactured or supplied in accordance with Buyer’s specifications, instructions, or designs, Buyer shall indemnify and hold Seller harmless from and against any and all claims, damages, losses, or expenses (including legal fees) arising out of or relating to any actual or alleged infringement of any intellectual property right.

Unless expressly stated otherwise, all tooling, dies, fixtures, and related intellectual property used to manufacture the Goods are and remain the property of Seller, even if Buyer contributes to or pays tooling charges. Seller will maintain such tooling while active; Seller may scrap inactive tooling after providing reasonable notice.

Confidentiality

All non-public, confidential, or proprietary information disclosed by Seller to Buyer, whether orally, in writing, or by inspection of tangible objects, and whether or not marked as confidential, is and shall remain the property of Seller and shall be held in strict confidence by Buyer. Buyer shall use such information solely for the purpose of performing its obligations under these Terms and shall not disclose such information to any third party without Seller’s prior written consent. Upon Seller’s request, Buyer shall promptly return or destroy all such information and certify in writing its compliance with this obligation. This section shall survive the termination or completion of any order.

Governing Law and Jurisdiction

These Terms, and any dispute, controversy, or claim arising out of or relating to these Terms, any order, or the sale or use of Goods, shall be governed by and construed in accordance with the laws of the jurisdiction where the Seller entity completing the sale is located, and the federal laws applicable therein, without regard to any conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in the primary business address of the Seller entity completing the sale, for the resolution of any such dispute, and waive any objection to venue or forum non conveniens.

If Quebec law applies, nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited under the Civil Code of Quebec, including for intentional or gross fault, and any disclaimer of legal warranty is to the fullest extent permitted by Quebec law.

Cancellation and Termination

Buyer may not cancel or terminate any order, in whole or in part, without Seller’s prior written consent, which may be conditioned upon Buyer’s payment of all costs and expenses incurred by Seller, including but not limited to the full purchase price of completed Goods, a reasonable price for work in process, the cost of materials and supplies, and a reasonable allowance for overhead and profit. Seller may terminate any order immediately upon written notice to Buyer if Buyer breaches any provision of these Terms or becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership, or similar proceeding. Upon termination, Buyer shall remain liable for all amounts due to Seller and for any damages, losses, costs, or expenses incurred by Seller as a result of such termination.

Buyer shall comply with all applicable export, re-export, and import control laws and sanctions, including those administered by the U.S. Department of Commerce (EAR), U.S. Department of State (ITAR), the U.S. Department of the Treasury (OFAC), and the Canadian government. Buyer shall not export, re-export, transfer, or otherwise make available any Goods contrary to such laws. Seller may refuse, cancel, or suspend any order if Seller believes performance could violate applicable trade laws.

Assignment and Waiver

Buyer may not assign or transfer any of its rights or obligations under these Terms or any order, whether by operation of law or otherwise, including by way of merger, consolidation, or change of control, without Seller’s prior written consent, and any attempted assignment without such consent shall be void. Seller may assign or transfer its rights and obligations under these Terms or any order without Buyer’s consent. No waiver by Seller of any breach or default by Buyer shall be deemed a waiver of any subsequent breach or default, whether of the same or a different nature. No waiver shall be effective unless in writing and signed by an authorized representative of Seller.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect as if such invalid, illegal, or unenforceable provision had never been included.