Preflex, Inc., a California corporation (“Seller”) and the "Customer” as defined in the proposal (“Proposal”), hereby agree to the following terms and conditions (“Agreement”) that shall apply to all goods and services provided by Seller. ThisAgreement is effective as of the Proposal Date. Seller and Customer are collectively referred to as the “Parties” and individually as a “Party”.

Article 1 - Scope of Agreement

Contract Documents.
This   Agreement   includes   the   Proposal,   any   exhibits   attached   hereto,   and   any   other documents referenced and incorporated by any of the foregoing (collectively, the “Contract Documents”). In the event of any conflict, this Agreement shall control over all other Contract Documents, except that any additional or inconsistent terms in any Seller-provided performance specifications related to the Products (defined below) and provided to Customer shall control over all other Contract Documents. Customer and Seller intend to be bound by the terms and conditions contained in this Agreement.

Scope of Work.
The work consists of all goods and/or services necessary and customarily performed to complete the Scope of Work (defined below) in conformity with the Contract Documents and with all applicable federal, state, and local laws (collectively “Applicable Law”). For the purposes of this Agreement, the “Scope of Work” includes all labor, materials, equipment, accounting, transportation, and services required to perform the Services and produce the Product sin accordance with the Contract Documents. Any work performed by Seller to complete the Scope of Work prior to theEffective Date shall be and hereby is incorporated into this Agreement and subject to the provisions of this Agreement.

Article 2 – Services & Responsibilities

Basic Consulting Services.
Seller shall complete the Scope of Work in accordance with the Contract Documentsand shall perform certain consulting services in connection with the Project. Specifically, Seller shall review the Project drawings,  assist Customer in determining which Preflex  structural insulated panels  and finishes are desirable and appropriate for the Project, prepare preliminary Product drawings (“Panel Drawings”), prepare final Product drawings(“Shop Drawings”), and coordinate with Customer’s Contractor to ensure the contractor is properly trained in Product construction and installation (collectively, the “Basic Consulting Services”). Seller’s review of the Project drawings shall not impose upon Seller any obligation or liability whatsoever with respect thereto and is without any representation or warranty whatsoever with respect to the adequacy, correctness, or compliance with Applicable Law and/or requirements of public authorities. Seller’s review is not a substitute for review and approval by the architect and engineer(s)responsible for the Project.

Drawings Timelines.
Upon completion of the Panel Drawings, Seller will submit them to Customer for review and approval. Customer will have twenty (20) days after receipt of the Panel Drawings to approve or disapprove them. If Customer reasonably disapproves any aspect of the drawings, Customer will advise Seller in writing of such disapproval and the reasons therefor. If Customer fails to notify Seller of its approval or disapproval within twenty (20)days, Customer shall be deemed to have approved the Panel Drawings. Seller will prepare the Shop Drawings based on the approved Panel Drawings.

Excluded Services.
Permitting, engineering review, Project plan review, Project site preparation, crane installation and installation of the Products and/or construction at the Project site are expressly excluded from the Scope of Work.

Additional Services.
Whenever additional services are requested by Customer, Seller will provide a fee estimate and/or change order for the additional services and such additional services shall be provided only if authorized and confirmed in writing in advance by the Parties.

Customer’s Responsibilities.
Customer will provide Seller with information regarding Customer’s and/or Owner’s
requirements for the Project, including any Project drawings, plans and specifications, Project budget, space requirements, and site requirements. Customer shall furnish to Seller a certified land survey of the Project site, grades, restrictions, easements, and boundaries; a geotechnical soils report; a survey of existing known utilities, including the location, size, inverts, and depths; and any structural, mechanical, chemical, and other laboratory tests as may be required by law or the Contract Documents. The information, plans, and reports required by this Section (“Customer’s Documents”) shall be furnished at Customer’s expense. Further, Customer attests that to Customer’s knowledge all Customer’s Documents provided to Seller, in preparation of this Agreement and in contemplation of the services, are correct to the best of Customer’s knowledge. Customer  does not, and has no reason to doubt the veracity of any information stated in the Customer’s Documents provided to Seller, and Seller is entitled to rely on said information in the course of performing the services and shall bear no liability  for any inaccuracy in Customer’s Documents, or for liabilities resulting therefrom, including liabilities related to the services.

Contractor.
Customer shall obtain the services of a licensed contractor (“Contractor”) with experience utilizing prefabricated panels similar to the Products or who has been trained how to use and install the Products.Customer shall be fully responsible for the payment of such Contractor.

Licensed Architect's and Registered Engineers.
Any architects and/or engineers retained by Customer toper form services in connection with the Project shall be qualified and, if required by law, licensed, or certified, to perform such services and qualified to do business wherever the panels will be installed. All drawings provided to Seller byCustomer shall be stamped and signed by appropriate architects licensed and engineers registered in the applicable state.

Use of Products.
Customer agrees the Products will be used only by Customer, in connection with the Project, and only for their intended purpose and in accordance with Seller’s specifications for such use. Customer shall use, and shall require its employees, contractors, and agents to use, all available safety precautions, in addition to any specifically set forth in any manuals, material safety data sheets, technical data sheets, instruction sheets (“Product Data Sheets”), if any, furnished by Seller (or available from the underlying manufacturers of the Products) relating to Products furnished bySeller. If Customer does not receive any Product Data Sheets or the like from Seller, Customer will request them fromSeller. Customer agrees not to resell the Products. Any resale of the Products by Customer will violate this Agreement and any warranty granted herein. In the event Customer uses or resells the Products in violation of this Section, Customer shall indemnify, defend, and hold Seller harmless from any claims based on (i) the misuse of any Products; (ii) the modification of any Products, (iii) the sale of any Products to a third party, and (iv) the use of any Products in combination with other products and/or projects in violation of this Section.
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Article 3 - Product Orders & Payment

Product & Price.
Customer shall purchase the products described in the Proposal (“Products”). Acceptance of theProposal by Seller shall be contingent upon the availability of materials. Customer agrees to pay, and Seller agrees to receive and accept as full compensation for furnishing the Products and Services in accordance with this Agreement and the “Proposal”, applicable taxes, freight, shipping and delivery charges, storage fees, at the times specified in the PaymentSchedule, below. Unless specified otherwise, prices for the Products on the Proposal are FOB Seller’s freight forwarder located at 8662 Siempre Viva Road, San Diego, CA 92154 (“Freight Forwarder”). The Estimated Price may not include shipping, special packaging, insurance, taxes, and other similar charges.

Payment Schedule.
Customer shall pay Seller an initial deposit equal to Ten Percent (10%) of the Estimated Price(the “Deposit”) within two (2) business days after execution of the Proposal. Customer shall pay Seller a second payment equal to Fifty Percent (50%) of the Estimated Price (the “Progress Payment”) within two (2) business days after Customer receives a building permit from the municipality with jurisdiction over the Project. Following receipt of the ProgressPayment, Seller will purchase all required materials and manufacture the Products. Upon completion of the Products and prior to shipment, Seller will calculate the final Contract Price and provide Customer with an invoice for Forty Percent(40%) of the Contract Price (the “Final Payment”). Customer shall pay Seller the Final Payment within thirty (30)calendar days after receipt of said invoice and prior to shipment of the Products.

Fluctuations.
Notwithstanding any provision to the contrary in this Agreement, if significant fluctuations occur at any time which result in an increase in the cost of materials and other components required under this Agreement,Customer and Seller will review the impact of such fluctuations and mutually agree to any pricing changes arising there from. In the event of an increase of ten percent (10%) or more of the quoted cost of materials, Seller shall retain the right to terminate this agreement without penalty. Customer shall be entitled to a refund of any payments made except for the Deposit.

Delays.
If there is a delay in shipment of any order due to any change requested by Customer or as a result of any delay on Customer’s part in approving the Panel Drawings and/or furnishing information required for completion of the Work, the Estimated Price as set forth in the Proposal is subject to change.

Taxes.
Taxes and/or applicable duties (“Taxes”) that Seller may be required to collect or pay will be added to theEstimated Price. If such Taxes are not included in the Proposal, they may be invoiced separately later.

Shipping.
Customer acknowledges that shipping and delivery charges may not be listed in the Proposal or known as of the Effective Date; nevertheless, Customer agrees to pay all shipping and delivery charges.

Delinquent Payments.
If Customer is delinquent in the payment of any invoice, or is otherwise in breach of thisAgreement, Seller may at its discretion, withhold shipment of the Products. Any sum not paid by Customer when due shall bear interest until paid at a rate of ten percent (10%) per annum or the maximum rate permitted by law. Further,Seller shall retain the right to suspend performance of this Agreement or require payment in cash, security, or other adequate assurance satisfactory to Seller when, in Seller’s opinion, the facts and conditions warrant such action.