Terms and Conditions of Sales

Last Modified: September 2026

Acceptance of American Formwork Supply Terms and Conditions of Sales

1. THESE TERMS AND CONDITIONS OF SALE (“Terms and Conditions”) are the exclusive Terms and Conditions related to any quotation and offer made by and order accepted by American Formwork Supply (“Company,” “we,” “us,” or “our”) for the sale of its products (“Goods”). These Terms and Conditions apply to all sales made by American Formwork Supply except to the extent these Terms and Conditions conflict with an existing individual customer contract signed by an authorized representative of American Formwork Supply and buyer. The placement or acceptance of any order indicates buyer’s complete and unconditional consent to and acceptance of these Terms and Conditions. The formation of any contract and American Formwork Supply’s acceptance of any order is expressly conditioned on buyer’s acceptance of all the Terms and Conditions of this Agreement. Any additional, inconsistent, or differing terms or conditions proposed by buyer or stated in any order or other communication from buyer are hereby expressly rejected by American Formwork Supply. Failure of American Formwork Supply to object to any provision contained in any order or other communication from buyer shall not be construed as a waiver of these Terms and Conditions nor an acceptance of any such provision. These Terms and Conditions, together with the accompanying quote, order or sales confirmation and related invoice shall constitute the final, complete and exclusive statement of this contract between American Formwork Supply and buyer and may not be modified or rescinded except by a writing signed by an authorized representative of American Formwork Supply. No order shall be binding upon American Formwork Supply until such order is accepted in writing by an authorized officer or representative of American Formwork Supply.

2. PRICES Published prices and quoted prices, unless otherwise specified, are subject to change by American Formwork Supply without notice. All orders are accepted on the condition that American Formwork Supply reserves the right to adjust prices to American Formwork Supply’s prices prevailing at time of shipment. Quoted prices do not include transportation or insurance charges. When transportation or insurance charges are paid by American Formwork Supply, such charges will be paid by buyer to American Formwork Supply as an addition to the purchase price.

3. PAYMENT All decisions with regard to the extension or continuation of credit shall be in the sole discretion of American Formwork Supply. Credit terms and conditions may be changed, suspended, or terminated at any time by American Formwork Supply in its sole discretion, including up and until the time an order ships. American Formwork Supply reserves the right to require payment in advance of any shipment. Unless otherwise provided, full payment is due 30 days after date of invoicing. Accounts more than 30 days past due will be subject to a late charge at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower, calculated daily and compounded monthly. If buyer becomes delinquent in the payment of any amount, whether or not due to a change in credit terms, American Formwork Supply may, in addition to any and all other remedies for breach of contract, suspend its performance until such payment is made, or cancel any order without liability for such termination. If goods are delivered in installments, buyer shall pay for each installment in accordance with the terms described in this document. Buyer shall also reimburse American Formwork Supply for all reasonable costs and expenses (including but not limited to reasonable attorney’s fees) incurred by American Formwork Supply in connection with American Formwork Supply’s efforts to collect any delinquent payment(s).

4. TAXES Buyer shall pay all taxes levied or based on any amounts payable under this Agreement, including without limitation, customs duties, tariffs, state and local sales and use taxes, and privilege, gross receipts, or excise taxes based on gross revenues (“Taxes”). Buyer shall promptly reimburse American Formwork Supply for any such Taxes paid by American Formwork Supply. Taxes shall not include taxes based on American Formwork Supply’s net income.

5. TIME OF SHIPMENT Delivery dates are based on American Formwork Supply’s estimated manufacturing and availability times. Any delivery dates quoted or acknowledged by American Formwork Supply shall not constitute a commitment by American Formwork Supply to deliver goods in accordance with such dates. American Formwork Supply shall not be liable for any damage, loss, or injury as a result of any delay or failure to ship due to any cause beyond American Formwork Supply’s reasonable control. Any failure or delay by American Formwork Supply due to any cause beyond American Formwork Supply’s reasonable control shall not be considered as a breach of contract.

6. DELIVERY TERMS AND RISK OF LOSS Delivery terms, unless otherwise expressly stated, shall be Ex Works (Incoterms® 2020) American Formwork Supply’s facility. Title and risk of loss to the goods transfers to buyer when American Formwork Supply delivers the goods to the first carrier for transmission to buyer. Claims for loss or damage to Goods in transit should be made to the carrier and not to American Formwork Supply. American Formwork Supply reserves the right to charge for the cost of any special packaging requested by buyer. American Formwork Supply’s delivery obligation shall be contingent upon American Formwork Supply’s approval of buyer’s credit at time of shipment.

7. ACCEPTANCE AND CLAIMS Goods sold by American Formwork Supply to buyer shall be deemed to be finally inspected and accepted by buyer if buyer does not provide American Formwork Supply with written notice of rejection within ten (10) days of receipt. Under no circumstances shall Goods be returned to American Formwork Supply without an official American Formwork Supply returns authorization. Returns may be subject to a restocking fee. A claim that Goods are non-conforming shall not entitle buyer to deduct any sum from any invoice unless such claim has been allowed in writing by American Formwork Supply.

8. RESCHEDULED DELIVERIES AND CANCELLATION Buyer may cancel or postpone scheduled deliveries under this agreement only with the prior written consent of American Formwork Supply, which consent may be withheld in American Formwork Supply’s sole discretion, and upon payment of reasonable cancellation fees.

9. STORAGE AND RESTOCKING If buyer does not take delivery of the goods within five (5) days of the available delivery date, American Formwork Supply will charge buyer a storage fee and/or a restocking fee in American Formwork Supply’s sole discretion.

10. CHANGES AND ALTERATIONS American Formwork Supply may at any time make changes in design and construction of its Goods. American Formwork Supply may furnish substitutes for materials and components. If any modification, alteration, or removal of any part or product not authorized in writing by American Formwork Supply results in any injury to a person or damage to property, then no warranty shall apply, and buyer shall indemnify, defend, and hold harmless American Formwork Supply against any claim, demand, loss, expense, or liability, including attorneys’ fees, in any way related to such injury or damage.

11. INTELLECTUAL PROPERTY All drawings, know how, inventions, devices, developments, processes, copyrights, trademarks, patents and applications therefore, and other information or intellectual property disclosed or otherwise provided to buyer by American Formwork Supply, including intellectual property developed by American Formwork Supply as a part of its relationship with buyer, and all rights therein will remain the property of American Formwork Supply and will be kept confidential by buyer in accordance with these Terms and Conditions. Buyer shall have no claim to, nor ownership interest in, any intellectual property and such information, in whatever form and any copies thereof, shall be promptly returned to American Formwork Supply upon written request of American Formwork Supply. Buyer shall indemnify and hold harmless American Formwork Supply against any claim, demand, loss, expense, or liability, including attorneys’ fees, for actual or alleged infringement of any patent, trademarks, or other intellectual property rights in any way related to (a) the manufacture and sale of products, including without limitation the Goods, manufactured in accordance with patterns, designs, or design information supplied by buyer; (b) buyer’s use of the goods other than as specified by American Formwork Supply; (c) buyer’s modification of the goods; and (d) buyer’s use of any American Formwork Supply goods in combination with goods or property not supplied by American Formwork Supply.

12. CONFIDENTIAL INFORMATION All information furnished or made available by American Formwork Supply to buyer in connection with the subject matter of these terms and conditions, American Formwork Supply’s quotation, or buyer’s purchase order shall be held in confidence by the buyer. Buyer agrees not to use such information or disclose such information to others without American Formwork Supply’s prior written consent. The obligations in this paragraph will not apply to any information in the public domain which buyer can show by written records was in buyer’s possession prior to disclosure by American Formwork Supply, or any information which is legally made available to the buyer by or through a third party having no direct or indirect confidentiality obligation to American Formwork Supply with respect to such information.

13. WARRANTIES AND LIMITATION OF WARRANTIES

1. Limited Warranty. American Formwork Supply hereby warrants to buyer that all Goods purchased hereunder will be free from substantial defects in materials and workmanship for a period of six (6) months from the date a Good is first shipped from American Formwork Supply’s facility.

2. American Formwork Supply shall not be liable for a breach of the warranty set forth in Section 13(a) unless: (i) Buyer gives written notice of the defective Goods, reasonably described, to American Formwork Supply within ten (10) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, American Formwork Supply is given a reasonable opportunity after receiving the notice of breach of the warranty to examine such Goods and Buyer (if requested to do so by American Formwork Supply) returns such Goods to American Formwork Supply’s place of business at American Formwork Supply’s cost for the examination to take place there; and (iii) American Formwork Supply reasonably verifies Buyer’s claim that the Goods are defective.

3. American Formwork Supply shall not be liable for a breach of the warranty set forth in Section 13(a) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow American Formwork Supply’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of American Formwork Supply.

4. Buyer’s sole and exclusive remedy, and American Formwork Supply’s sole and exclusive liability under this warranty, will be to repair or replace any defective Good or, where such cannot be accomplished, at American Formwork Supply’s option, refund the purchase price paid by buyer therefor. If American Formwork Supply elects to replace the Goods, American Formwork Supply shall have a reasonable time to do so.

5. This warranty does not apply to Third Party Products resold by American Formwork Supply. THE FOREGOING SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND AMERICAN FORMWORK SUPPLY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 13(a).

6. Third Party Product. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 13(a). For the avoidance of doubt, AMERICAN FORMWORK SUPPLY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

14. EXCLUSION OF WARRANTIES EXCEPT AS SPECIFICALLY PROVIDED ABOVE IN SECTION 13, AMERICAN FORMWORK SUPPLY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO IMPLIED WARRANTY ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN BY AMERICAN FORMWORK SUPPLY OR SHALL ARISE IN CONNECTION WITH THE CONDUCT OF THE PARTIES.

15. LIMITATION OF LIABILITY

1. IN NO EVENT SHALL AMERICAN FORMWORK SUPPLY BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT AMERICAN FORMWORK SUPPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

2. IN NO EVENT SHALL AMERICAN FORMWORK SUPPLY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF TWO (2) TIMES THE AMOUNT PAID TO AMERICAN FORMWORK SUPPLY FOR THE GOODS SOLD UNDER THE ASSOCIATED PURCHASE ORDER.

3. The limitation of liability set forth in Section 15(b) shall not apply to (i) injury resulting from American Formwork Supply’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from American Formwork Supply’s acts or omissions.

16. LIMITATIONS ON SUITS; CLASS ACTION AND JURY WAIVER Buyer shall not commence any claim to enforce buyer’s rights or remedies arising from this sale later than one year from the date of shipment. BUYER HEREBY GIVES UP ANY RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS BUYER MAY HAVE IF BUYER WENT TO COURT MAY ALSO BE UNAVAILABLE OR LIMITED IN ARBITRATION.

17. ARBITRATION ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTERNATIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN AMERICAN FORMWORK SUPPLY AND BUYER ARISING FROM OR RELATING IN ANY WAY TO BUYER’S PURCHASE OF GOODS OR THESE TERMS AND CONDITIONS WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof.

18. GOVERNING LAW These Terms and Conditions and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

19. ENTIRE AGREEMENT These Terms and Conditions, together with any quote, order confirmation, or invoice issued by American Formwork Supply, constitute the entire agreement between the parties and supersede all prior or contemporaneous negotiations, representations, or agreements relating to the subject matter hereof.

For questions regarding these Terms and Conditions, please contact American Formwork Supply.