1.Terms and Conditions of Sale. Any quote, purchase order, online sales order and checkout process, website product page, or other offer or ordering document issued or made available by Vulcan Materials Company or its affiliates or subsidiaries (“Supplier” or “Vulcan”) for sale of the Materials (as defined below) (“Quote”) to the customer identified in the Quote (“Purchaser” or “Customer”) includes and is governed by the express terms set forth in the Quote, the terms and conditions stated in Purchaser’s Commercial Credit Application and Agreement or Application for Business Credit and Agreement (the “Credit Agreement”) (if applicable), the terms and conditions in any documents or online information provided or made available by Supplier to Purchaser relating to the delivery or shipment of materials by Supplier (the “Shipping Documents”) (if applicable), and these Terms and Conditions of Sale (the “Terms and Conditions”). The Quote, the Credit Agreement (if applicable), the Shipping Documents (if applicable), and these Terms and Conditions (collectively, the “Contract”) comprise the entire agreement and understanding between the parties with respect to the purchase and sale of the Materials.

The Quote does not constitute an acceptance of any prior offer, proposal or purchase order, and Supplier objects to and rejects any additional or different terms in such prior offer, proposal or purchase order. The Contract supersedes all prior agreements, orders, quotations, proposals, purchase orders and other communications concerning the Materials, and there are no other understandings or agreements, verbal or otherwise. Except as expressly excluded herein, all sales of Materials shall be subject to these Terms and Conditions. Notwithstanding any other provision herein, these Terms and Conditions shall not apply to purchase orders for Materials issued by Purchaser pursuant to a separate written agreement for the sale of Materials negotiated and executed by Supplier and Purchaser which expressly exclude these Terms and Conditions.

If Purchaser is an individual, you represent and warrant that you are at least 18 years of age and legally able to enter into a binding contract. If Purchaser is a legal entity, you hereby represent and warrant that (i) you have the authority to enter into Contract on behalf of the legal entity and (ii) agree to be bound by the Contract individually, even when acting on behalf of the legal entity.

For online transactions, Purchaser agrees to use Supplier’s website only for its intended purpose of purchasing Materials. Purchaser shall be responsible for all activity that occurs under its account and shall notify Supplier immediately of any unauthorized use. Purchaser agrees not to engage in or allow any fraudulent, malicious, or disruptive activity, including hacking, data scraping, or introducing viruses.

2.Acceptance. Any acceptance of the Quote, a purchase order or other request for Materials is limited to and conditioned upon Purchaser’s acceptance of these Terms and Conditions. Purchaser accepts the Quote, including these Terms and Conditions, by signing and returning the Quote, by accepting the Quote (in any manner, including without limitation, on the Vulcan Materials Company Customer Portal (aka MyVulcan) (“MyVulcan Portal”), by completing an in-person or online transaction, or accepting possession or delivery or directing shipment of the Materials), by sending a purchase order in response to the Quote, by submitting a purchase order for Materials to Supplier without a formal Quote, or by instructing Supplier to begin work or ship the Materials. No terms, conditions or warranties other than those contained in the Contract and no agreement or understanding, oral or written, in any way purporting to modify the Contract, whether contained in Purchaser’s purchase order or shipping release forms, or elsewhere, shall be binding on Supplier unless hereafter made in writing and signed by Supplier’s authorized representative. Supplier expressly rejects any term or condition that is in addition to, or inconsistent with the Contract, and to any other term or condition proposed by Purchaser in accepting the Quote. Neither Supplier’s subsequent lack of objection to any terms or conditions, nor the delivery of the Materials shall constitute an agreement by Supplier to any such term or condition.

3.Pricing; Payment Terms. Except as otherwise stated in the Contract, prices for and quantities of Supplier products sold by Supplier to Purchaser (the “Materials”) are available to Purchaser only, and are only for the quantities described in the Quote. Due to the nature of bulk material loading, the quantity shipped may vary slightly from the quantity ordered; in this event, Purchaser will be charged for the amount shipped. For online and card Purchasers, Supplier will authorize your card for up to 10% over the order total prior to shipment to ensure funds are available, and Purchaser will only be charged for the amount shipped. The quantities of Materials delivered to Customer shall be conclusively presumed to be the quantities shown on the tickets produced from a certified weigh scale at Supplier’s quarry or sales yard. Prices for aggregate product reflect Purchaser’s acceptance of Materials at the quoted plant based upon gradation analysis performed and reported by Supplier’s certified plant quality control personnel, and any penalties that result from in place sampling shall be the full responsibility of Purchaser.

Unless a “delivered” price is quoted by Supplier in the Contract, all prices are F.O.B. point of shipment from the locations designated. All taxes applicable to the sale or delivery of materials are payable by Purchaser, unless Purchaser provides Supplier with satisfactory evidence of exemption from same. All taxes applicable to the sale or delivery of Materials that are not paid directly by Purchaser will be added to the sales price, invoiced to, and paid by Purchaser, unless Purchaser provides Supplier with satisfactory evidence of exemption from same. Special cements, aggregates, admixtures, fibers, or refrigerants required by job specification are not included in the quoted prices unless specifically noted in the Contract.

Supplier may change the price and/or quantity of ordered Materials upon prior notice to Purchaser for any reason, including for (without limitation) availability of Materials, fuel surcharges, tariffs, and changes in costs of materials. Supplier shall also have the right to change, modify or amend any other terms and conditions contained in the Contract upon reasonable prior written notice of such change to Purchaser for any reason in Supplier’s sole discretion. The effect of any such changes by Supplier shall be as stated in such notice and deemed accepted by Purchaser upon confirmation of the order (as modified) or acceptance of Materials. Supplier reserves the right to correct any pricing errors and to refuse or cancel any orders placed for Materials listed at an incorrect price. Credit will not be issued for any Materials returned to Supplier by Purchaser for any reason.

Purchaser shall pay to Supplier all amounts due under this Contract, including applicable taxes. Payment terms are NET 15th PROX. (payment is due on the 15th day of the following month of the purchase).A charge of 1.5% per month (18% annum) will accrue on a daily basis from the date of invoice and will continue to accrue on a daily basis on any unpaid balance, both before and after judgment, until the date the balance is paid in full, or at the maximum amount permitted by law in which the sale occurred, whichever is less; provided, that the assessment of a finance charge on invoices paid in full by the payment due date will be waived. If at any time Supplier determines, in its sole discretion, that Purchaser’s solvency or ability to perform is unsatisfactory to Supplier, then Supplier may require payment in advance, additional security or collateral, or a guarantee that invoices will be paid when due. Supplier may suspend performance until such assurances are provided.

4.Credit and Breach. Supplier shall have no obligation to ship or deliver the Materials to Purchaser except upon its determination prior to each shipment or delivery that Purchaser is worthy of the credit to be extended. Supplier reserves all rights and remedies granted to a seller under the Uniform Commercial Code as adopted in Alabama for Purchaser’s failure to pay any amounts when due or any other breach by Purchaser of its obligations to Supplier. In addition to all other remedies available to Supplier (which Supplier does not waive by the exercise of any rights hereunder), Supplier may suspend shipment or delivery of any Materials if Purchaser fails to pay any amounts when due or breaches any other obligation to Supplier. Purchaser shall pay all attorney’s and other costs of collection incurred by Supplier as the result of Purchaser’s failure to pay any amounts when due or any other breach by Purchaser of its obligations to Supplier.

5.Delivery; Product Information. Aggregate product Materials are delivered by third parties that are brokered by Heritage Logistics, LLC (“Heritage”), a subsidiary of Supplier. As a licensed freight broker, Heritage connects shippers (like Supplier) with third-party independent motor carriers (hereinafter “third party hauler(s)”) who have the equipment and federal and/or state authority to haul the shipper’s products. Heritage arranges for the delivery and handles invoicing, but the delivery itself is executed by third-party haulers that are not under the ownership or control of Heritage. Therefore, any liability associated with the execution of the delivery (including damage to person or property) is borne solely by the third-party hauler, and Purchaser shall address any damage to person or property directly with the third-party hauler. Upon Purchaser’s request to Supplier, Heritage will provide documents demonstrating which third-party hauler executed the delivery along with contact information for the same.

For the delivery of aggregate product Materials, Purchaser will provide Heritage with any delivery requests. Heritage will relay any delivery request to the third-party haulers for their consideration. The Purchaser will ensure adequate and safe access for delivery and coordinate delivery requests with the third-party hauler at the time of the aggregate product Material delivery. If none are received, delivery will be made by whatever means the third-party hauler deems practicable. Purchaser releases Supplier and Heritage from any liability associated with the delivery performed by third-party haulers. Title to, and the risk of loss or damage to, the aggregate product Materials passes to the Purchaser upon tender of the aggregate product Materials to the third-party hauler.

All deliveries of Concrete Materials (as defined below) will be made by Supplier’s personnel. Shipments will be in accordance with Purchaser’s reasonable delivery instructions, or if none, then by whatever means Supplier shall deem practicable. Purchaser (i) shall provide and maintain a safe and reliable means of access for Supplier’s Concrete Materials trucks and acknowledges that Supplier’s personnel may refuse delivery due to safety concerns, (ii) hereby releases, indemnifies, and holds harmless Supplier from and against any and all liability for damages to the property arising out of or in connection with Supplier’s delivery, and (iii) shall pay for any damages to Supplier’s trucks and any costs incurred by Supplier for any towing or other costs incurred arising out of such delivery. Supplier may, in its discretion, refuse to make deliveries when there exists unsafe or unreliable road or site conditions, issues of right to access, or other matters outside of Supplier’s control (including, without limitation, Material shortages, labor troubles, accidents, necessary repairs to machinery, fire, flood, weather conditions, natural phenomena). Time allowance for unloading Concrete Materials will be ten (10) minutes plus five (5) minutes per cubic yard, not to exceed ninety (90) minutes from the time of delivery. Purchaser shall be charged additional time for unloading Concrete Materials at the quoted hourly rate for trucks delayed at the jobsite by Purchaser. Supplier shall not be liable for any delivery delays due to job conditions or any other reason beyond Supplier's control. Purchaser shall supply and maintain a washout area, and shall remediate such area after completion of the job. No unused Materials may be returned to the mixer.

All Materials deliveries are contingent upon Material availability and shall be made during regular non-holiday work hours. Additional charges may apply for deliveries required outside of regular work hours and for onsite delays. Delivery locations must be suitable for a dump truck and allow for not less than 10 feet of access width, 13 feet of access height, and 18 feet of dump bed clearance. Purchaser is responsible for selecting the product type, size, and quantity for Purchaser’s intended use. Purchaser must have access rights to the site of delivery and a contact onsite. Purchaser must give Supplier at least forty-eight (48) hours advance notice of the time and date of delivery. If for any reason Purchaser cancels the delivery, Purchaser must notify Supplier at least twenty-four (24) hours in advance of the scheduled delivery time (and any failure to provide advance notifications may result in the imposition of a cancellation charge in Supplier’s sole and absolute discretion to cover the direct and indirect costs incurred by Supplier in connection with the cancellation and lost revenue as a result of the cancellation). Except as otherwise set forth in the Contract, Purchaser shall have no right to return Materials or seek a refund for any Materials, and Supplier will not accept returned Materials nor issue refunds for Materials.

6.LIMITED WARRANTY AND WARRANTY DISCLAIMER.

General. For a period of one (1) year from the date of delivery (the “General Warranty Period”), Supplier warrants that the Materials (except for the Concrete Materials, which are exclusively covered by the Limited Concrete Warranty below) substantially comply with the specifications set forth in the Contract (the “Specifications”) (such warranty, the “Limited General Warranty”). While Supplier makes every effort to ensure the accuracy of Materials descriptions, specifications, and images in Supplier’s sales procedures, information, documentation, and on Supplier’s website, Supplier does not warrant that all such information is accurate, complete, reliable, current, or error-free. EXCEPT FOR THE LIMITED GENERAL WARRANTY, ALL MATERIALS SALES ARE FINAL AND MATERIALS ARE SOLD ON AN “AS-IS”, “WHERE-IS” CONDITION AND BASIS, AND SUPPLIER MAKES NO WARRANTY WHATSOEVER AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR THE LIMITED GENERAL WARRANTY, SUPPLIER MAKES NO WARRANTY WHATSOEVER AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH RESPECT TO (1) WHETHER THE MATERIALS ARE INNOCUOUS, DELETERIOUS, OR NON-REACTIVE, (2) WHETHER ANY MATERIAL, IN ITS QUALITY, QUANTITY, CHARACTERISTICS, AND PROPORTIONS IS IN CONFORMANCE WITH THE SPECIFICATIONS OR ANY PLANS, OTHER SPECIFICATIONS, REGULATIONS, ORDINANCES, STATUTE, OR OTHER STANDARDS APPLICABLE TO PURCHASER’S JOB, INTENDED PURPOSE OR USE , OR (3) THE MATERIAL’S SPECIFIC GRAVITY OR ABSORPTION. FURTHERMORE, SUPPLIER MAKES NO WARRANTY OR GUARANTY OF FINISHED WORK WHATSOEVER, AND HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, WHETHER EXPRESS OR IMPLIED.

Concrete Materials. With respect to concrete and ready mix Materials (the “Concrete Materials”) that are timely laid in accordance with Specifications and within ninety (90) minutes from the time of delivery, for a period of six (6) months from the date of delivery (the “Concrete Warranty Period”, and together with the General Warranty Period, the “Warranty Period”), Supplier warrants that the Concrete Materials substantially comply with the Specifications when tested and sampled in accordance with this Section 6 (the “Limited Concrete Warranty”, and together with the Limited General Warranty, the “Limited Warranty”). EXCEPT FOR THE LIMITED CONCRETE WARRANTY, SUPPLIER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR THE LIMITED CONCRETE WARRANTY, SUPPLIER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO (1) WHETHER THE CONCRETE MATERIALS ARE INNOCUOUS, DELETERIOUS, OR NON-REACTIVE, (2) WHETHER ANY CONCRETE MATERIAL IS SUBJECT TO POP-OUTS, EXPANSION, CHECKING, DISCOLORING, SPALLING, FRETTING, CONSOLIDATION, SCALING, EFFLORESCENCE OR CRACKING, (3) THE DURABILITY OF THE CONCRETE MATERIALS, INCLUDING BUT NOT LIMITED TO SULFATE RESISTANCE, (4) WHETHER ANY CONCRETE MATERIAL, IN ITS QUALITY, QUANTITY, CHARACTERISTICS, AND PROPORTIONS, INCLUDING BUT NOT LIMITED TO CEMENT TYPE AND WATER-TO-CEMENT RATIO, IS IN CONFORMANCE WITH THE SPECIFICATIONS OR ANY PLANS, OTHER SPECIFICATIONS, REGULATIONS, ORDINANCES, STATUTE, OR OTHER STANDARDS APPLICABLE TO PURCHASER’S JOB, INTENDED PURPOSE, OR USE, OR (5) ANY CONCRETE MATERIAL’S SPECIFIC GRAVITY OR ABSORPTION. THE LIMITED CONCRETE WARRANTY SHALL NOT APPLY IN THE EVENT THAT WATER OR ANY OTHER SUBSTANCE OR MATERIAL IS ADDED TO THE CONCRETE MATERIAL EITHER BY OR AT THE REQUEST OF PURCHASER. PURCHASER ACKNOWLEDGES THAT MIX DESIGNS ARE BASED UPON COMPRESSIVE STRENGTH OR CEMENT FACTOR AS DULY NOTED. PURCHASER SHALL HAVE THE RESPONSIBILITY TO VERIFY THAT QUOTED MIXES ARE IN CONFORMANCE WITH PLANS AND SPECIFICATIONS. To determine any claimed deficiency, Purchaser shall test the Concrete Materials in accordance with ASTM standards at an independent testing laboratory. Supplier shall not be liable for any claims resulting from: (i) the deviation from applicable ACI standards or any other factors beyond Supplier's control; (ii) any alteration of the Concrete Materials by the addition of any materials by Purchaser (including, without limitation, water, additives or other chemicals); (iii) any concrete mix designs not provided by Supplier, unless such mix design is tested and certified by Supplier; (iv) any color variations due to admixtures that are requested by Purchaser; (v) use of the Concrete Materials for any purpose other than stated in the Contract.

7.EXCLUSIVE REMEDY. In the event of any breach of the Limited Warranty, provided Purchaser provides Supplier written notice of such breach within the Warranty Period, Supplier may, in its sole and absolute discretion, either (i) furnish Materials to replace the non-conforming Materials that gave rise to the breach, or (ii) refund the amount paid for the non-conforming Materials. In any such instance, Supplier shall have no further liability. THIS REMEDY IS PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE LIMITED WARRANTY.

8. LIMITATION OF LIABILITY. PURCHASER AGREES THAT SUPPLIER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOSS DUE TO JOB DELAYS OR USE OR UNDER-UTILIZATION OF LABOR ARISING OUT OF THE CONTRACT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. SUPPLIER’S TOTAL LIABILITY TO PURCHASER FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE MATERIALS WILL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL PRICE PAID BY THE PURCHASER UNDER THE CONTRACT FOR THE MATERIALS FROM WHICH THE CLAIM AROSE, AND TO THE EXTENT PERMITTED BY LAW PURCHASER WAIVES ALL CLAIMS FOR LIABILITY IN EXCESS OF THE AMOUNT PAID FOR SUCH MATERIALS UNDER THE CONTRACT.

9.Duty to inspect. Purchaser agrees to inspect and test all Materials upon receipt in accordance with the Contract and agrees to notify Supplier in writing within thirty (30) days of receipt of Materials of any alleged failure of the Materials to conform to the Limited Warranty and/or any failure by Supplier to comply with the Contract. In the event Purchaser fails to timely provide such notice, Purchaser shall be deemed to have irrevocably waived any claim that the Materials did not conform to the Limited Warranty and/or that Supplier failed to comply with the Contract.

10.Indemnity. Except to the extent caused by the gross negligence or willful misconduct of Supplier, Purchaser shall indemnify, defend and hold harmless Supplier, its officers, agents and employees, from all claims, damages, liability, actions, loss, costs, and expenses, including attorney’s fees, arising out of the delivery or use of the Materials, including, but not limited to, those asserted by the end user of the Materials.

11.Insurance. A Memorandum of Insurance containing current information regarding Supplier’s insurance program is available upon request.

12.Force Majeure. Supplier shall have no liability for delay or failure to make shipments or delivery, as a result of strikes, severe weather conditions, casualty, labor problems, mechanical breakdowns, fires, floods, accidents, epidemics or pandemics, actions of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation, or any other condition beyond Supplier’s reasonable control.

13.Account Creation; Site Terms.

Purpose. The pages, facilities, services, offerings, tools, and capabilities of or accessible through Supplier’s website (located at https://www.vulcanmaterials.com (the “Site”)) (the “Services”) are designed to let Customer communicate with Supplier and obtain Quotes, order Materials, and access data, information, order status, and other materials (collectively the “Content”). Customers shall designate authorized individuals to access the Site in connection with Customer’s business with Vulcan (“End Users”). By accessing or using the Site, Customer and its End Users agree to and accept these Terms and Conditions. The Site is only for use by Customers and End Users (collectively and individually, “You” or “Your”) to facilitate Vulcan’s sale of Materials and the provision of Services to Customer. Customer shall control, be responsible for, and be bound by all conduct of all End Users of Customer in connection with the Site. All consents, acknowledgements, and agreements set forth in these Terms and Conditions by Customer are understood to also be made by Customer on behalf of its End Users, for whom Customer represents and warrants it has the authority to speak in connection with such matters.

Limitations and Availability. For technical or other reasons, from time to time some valid and existing orders may not be accessible on the Site, or it may not be possible to view or make a payment for orders that are or have been accessible on the Site. Orders and other information will normally be retired from the system after a certain period of time, and therefore become unavailable once that period has passed (the “Retirement Period”). The Retirement Period is determined by Vulcan in its sole discretion, and may be changed by Vulcan with or without notice. The non-accessibility of an order on the Site or the inability to make or complete a payment via the Site will not excuse or delay any obligation of Customer under such an order, for payment or otherwise. In the event an order for which payment is due is not accessible via the Site, or the Site is otherwise not operational to make a payment for an order, You will need to use other methods to pay invoices in a timely manner. Certain documents accessible via the Site are copies and may include scanning or conversion artifacts or other errors. It remains Your responsibility to maintain accurate and adequate originals of any documents you wish to retain. Customer is responsible for and must provide all computer and other equipment necessary to access the Site and use the Services.

Transactions. You understand that processing transactions involves third party providers (e.g., payment processors, banks, financial institutions) and You hereby consent to the conveyance of the reasonably necessary information to and through such third parties. Vulcan is not responsible for the accuracy, completeness, or timeliness of any information presented on the Site that is obtained from You (or via an assigned username) or any third party on your behalf. In some cases, payments and instructions that You request may be delayed, or circumstances may prevent the action requested from occurring as instructed. You acknowledge that once a payment instruction is initiated, it is generally not possible to stop or reverse the transaction, even if the completion is not evident from our systems. It is Your responsibility to check with Your applicable financial institution to ensure that the payment or other transaction is completed as You intended after leaving the Site. You will not cause or allow any transaction to be initiated unless the account from which payment is to be drawn in accordance with the instructions for the transaction is, and will remain, sufficiently funded to complete the transaction with full payment; and You will not reverse any transaction initiated or rescind, withdraw, or contest the authorization for any such transactions validly initiated by You. You consent to electronic signatures and the conduct of all transactions electronically and will not contest: (i) any transaction (including without limitation those involving Electronic Data Interchange formatted communications (“EDI”)) occurring in connection with the Site under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI or other electronically maintained records under the business records exception to the hearsay rule, the best evidence rule, or any other similar rule, on the basis that such records were not originated or maintained in documentary form. In the event of a conflict, the business records maintained by Vulcan or its service providers regarding EDI or other electronically conducted transactions involving You will be deemed to be conclusive.

Non-Password or Public Areas. The Site may contain pages that are openly available for public access. You must immediately notify Vulcan in the event You are able to access non-public pages without being authenticated via Your account.

User-Authenticated Areas. Customers may request username(s), access code(s), or other login credentials (each, “User Credentials”) to be assigned to specified End Users in order to access, view, and use portions of the Site that Vulcan intends to be access-controlled (“User-Authenticated Areas”). User-Authenticated Areas exist where Vulcan permits to be accessible certain Services on the Site, such as viewing order documentation, order progress, and account information that are not otherwise available to End Users generally. Those End Users without User Credentials shall not be able to access these Services existing in User-Authenticated Areas. Vulcan wants Customers to be able to use the Site efficiently and therefore encourages Customers to designate End Users to apply for User Credentials, but in order to maintain security and good practice, the ultimate and sole discretion to either refuse to grant or subsequently refuse to accept User Credentials remains with Vulcan at all times. You are not permitted to access or attempt to gain access to any portion of the User-Authenticated Areas other than those established for Customer and hosting Content related to Customer. All Access to the Site shall be initiated and accomplished using only the links, protocols, and addresses identified to You by Vulcan. Only End Users that have both (a) been authorized by appropriate authority within Customer’s organization, and (b) been assigned User Credentials by Vulcan, are authorized to enter, view, use, copy, edit, distribute, or access any Content in User-Authenticated Areas, or issue instructions in any User-Authenticated Areas. For End Users that have been assigned User Credentials by Vulcan and who have authorization by the Customer to view and interact with the Site and Content, such issuance of the User Credentials by Vulcan shall operate as a personal (to a specific natural person), nonexclusive, non-assignable, nontransferable, and terminable (at will by Vulcan) authorization to use and display Content, and to access and to use the User-Authenticated Areas dedicated to Customer, BUT ONLY (1) within the scope of access and use supported by the assigned User Credentials in the course of normal web browsing and web activity; and (2) during the particular session for which the User Credentials are accepted; provided, however, that the foregoing shall not authorize any activity or access or use that is prohibited by any agreement between Vulcan and Customer, or otherwise indicated in writing by Vulcan to be unauthorized (whether by the Contract, or a separate document or communication from Vulcan, such as pop-up, e-mail or postal mail). You may not obtain or attempt to obtain any Content, materials or other information that do not relate to Customer through the Site; this includes any attempts to access any User-Authenticated Areas of the Site without registering or by registering under inaccurate or incomplete information.

Limitations and Obligations Regarding Password. Customer agrees to, and to cause its End Users to, maintain all User Credentials as private and confidential information specific to the individual. User Credentials and any authorization thereunder may not be shared, transferred, leased, assigned, or sublicensed without Vulcan prior written consent. Customer will not provide or permit the use of User Credentials by any person other than the person to whom such User Credentials have been originally assigned, or for the benefit of any other entity whether or not such entity represents the interests of the Customer or operates on Customer’s behalf. You expressly represent You will not register, create, or allow to continue User Credentials you know to be operating within your organization outside these parameters, e.g., as “shared accounts”. You will not, and will not allow others to, circumvent the access control restrictions on the Site. You agree to notify Vulcan immediately upon discovery or suspicion of compromise of the confidentiality of any User Credentials or the Site, and of any change in contact information for any End User. You also agree to cooperate with Vulcan and provide information necessary to enforce the Site’s security controls or investigate potential violations of Site security. You shall be solely responsible for securing each User Credential and preventing misuse or unauthorized use of the User Credentials, including by former employees or personnel. As part of this obligation, Customer must advise Vulcan promptly upon the change of authorization affecting any End User of Customer to whom a User Credential has been assigned, in order to allow Vulcan to alter, suspend, or terminate the access rights under that End User’s User Credentials. Vulcan reserves the right to terminate any User Credentials or to force You to update User Credentials at any time, for any reason, in its sole discretion. Vulcan uses industry-standard security protocols, but no information security protocol or arrangement is foolproof or unbreachable; therefore, the support of User Credentials by Vulcan on the Site is not a representation that information published or designated for access only by certain User Credentials, credential types, or credential levels is guaranteed to be so restricted. Customer acknowledges that no access control, credentialing, or electronic security system is foolproof and that information will be at least accessible and reviewable according to Section 3 below. Customer shall be responsible for all use of the Site accessed in connection with the User Credentials of any End User of Customer, including former personnel for which Customer has not timely notified Vulcan Materials Company of the need to terminate User Credential access. In particular, without limitation, Vulcan Materials Company shall be entitled to rely upon the authority to act for Customer of any person accessing the Site with a User Credential assigned to an End User.

Compliance with Law and Requirements. You agree not to use the Site in any way that (i) is not strictly related to a current, ongoing business between Vulcan and the Customer itself; (ii) uses the Site as the Customer’s or End User’s sole repository of any file, data, communication, or information; (iii) relies on the Site in a manner that the Customer’s or End User’s interests may be compromised if the Site or any information, data, files, or communications thereupon become temporarily or permanently unavailable, with or without notice; (iv) violates or infringes upon the rights of any others (including without limitation the right of privacy or the right of publicity, copyright, or trade secrets), (v) may be illegal, abusive, profane, obscene, immoral, indecent, threatening, slanderous, libelous, scandalous, or offensive to an average person, (vi) contains or triggers any virus or other software or code that may harm, interfere with, or alter the operation of any equipment, software, data, or Content of Vulcan, any End User, or any third party, (vii) violates any law, regulation, or regulatory advisory opinion, including particularly, but without limitation, those in the areas of antitrust, fair trade and competition, and securities laws, (vii) is false, fraudulent, or misleading. Customer agrees to comply with, and to cause its End Users to comply with, all applicable laws, rules and regulations in connection with the Site and these Terms and Conditions. Without undertaking any obligation, Vulcan and its providers reserve the right to report any suspicious or potentially illegal activity to legal authorities, and to comply with all requests for information from legal authorities.

Customer Instructions. Customer agrees to, and to cause its End Users to, provide only accurate, truthful, and complete information and not to provide any information that is misleading in any way, or any payment instruction or financial information except that for which Customer and End Users have the legal authority to authorize payment. Customer agrees that Vulcan and its service providers may rely on financial information and instructions provided by End Users or under an assigned User Credential, and that End Users’ providing of such information and instruction in each case constitutes a representation to Vulcan that the End User is properly authorized by Customer to take and instruct such action and to cause the contemplated transaction to occur.

Linked Sites. The Site may, from time to time, contain links to other websites, service providers, and systems, including without limitation payment processors and financial institutions (each, a “Linked Site”). The Linked Sites may not be under the control of Vulcan, and Vulcan is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, any capabilities or services useable from a Linked Site, or any changes or updates to a Linked Site. Vulcan is not responsible for any Content or any transmission received from any Linked Site not controlled by Vulcan. Vulcan provides such links to You only as a convenience, and the inclusion of any link does not imply endorsement by Vulcan of the site or any association with its operators unless otherwise stated.

Content Review and Control. Any Content in connection with the Site, including payment instructions and information about access events and patterns, is subject to review and viewing by Vulcan or persons authorized by Vulcan. Vulcan has adopted and implemented a policy of terminating access by, or the entire accounts of, those that appear to be in violation of these Terms and Conditions. Customer activity (including that of End Users) on the Site may be viewable by employees or personnel of Vulcan or others. Vulcan also reserves the right to remove or disable materials if, in Vulcan’s sole judgment, the material is likely to infringe the rights of a third party, whether or not actual notice of a potential claim has been received.

Discretion of Vulcan Materials Company. Vulcan and its authorized representatives reserve the right in their sole discretion, to edit or delete any information, software or other Content appearing on the Site, regardless of whether it violates applicable standards for Content, for any reason. Vulcan reserves the right to immediately terminate any accounts or User Credentials that become stale, appear to be used for fraudulent means, or for inappropriate or illegal conduct. You agree that the final determination regarding whether Content published or sought to be published in connection with the Site falls within a prohibited category rests solely with Vulcan and those whom Vulcan may authorize. Violations of any provision of these Terms and Conditions may be dealt with in Vulcan’s sole discretion by removal of violating Content without notice; denial or suspension of access; reporting to government authorities; or any such other remedies or actions as may be otherwise legally available to Vulcan or any aggrieved party, including the provisions of the Digital Millennium Copyright Act, the Computer Fraud and Abuse Act, and the No Electronic Theft Act. Vulcan reserves the right, in its sole discretion, to terminate or suspend any Customer’s, or any particular End User’s, User Credentials, access, and ability to use the Site at any time, without notice.

Non-Use of Vulcan Trademarks. Customer agrees not to use, or permit its End Users to use, the trademarks, logos, symbols, or any other mark, device, or commercial identifier of Vulcan or any aspect of the Service without the express written consent of Vulcan.

Confidentiality and Use of Materials. All copying, distribution, publication, and public display of the Site or Content which is not specifically authorized by these Terms and Conditions is prohibited unless done with the express written permission of Vulcan. In particular, without limiting the generality of the foregoing, You acknowledge and agree that the following provisions apply to all Content (including without limitation all facts, data, third party postings and original creative works) made available on or through the Site, and that the making available or compiling of Content, and each capability of the Site, each comprise good and sufficient consideration for Your promise to refrain from any acts that would otherwise be unrestricted by the laws of copyright, trade secret, patent or any other law:

1. In any copying, redistribution, or publication of copyrighted material, any changes to or deletion of author attribution or copyright notice are prohibited. You assume all risks regarding the determination of whether any Content is the subject of copyright, is in the public domain, or is otherwise subject to limitations by contract or law.

2. Software accessible by or on the Site may not be reverse engineered unless specifically authorized by the owner of the software, except where required to be permitted by non-waivable provisions of applicable law.

3. As a condition of Customer’s use of the Site, Customer represents and warrants to Vulcan that Customer will not use, and will not permit its End Users to use, the Site for any purpose that is unlawful or prohibited by these Terms.

4. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other entity's use and enjoyment of the Site.

5. You may not download, access, copy, decompile, compile, manipulate, or otherwise obtain or use any of the data, information, or other Content made available on or through the Site for any purposes other than Customer’s internal use for the purposes of Customer’s ordinary business.

6. You may not resell, display, distribute, sublicense access to (whether or not any of such act are for commercial gain or advantage), or take any commercial actions with any Content or portion of the Content, regardless of whether such content comprises facts or original or creative content.

7. By utilizing the Services, you may have access to certain non-public, confidential, and proprietary information of Vulcan. Such confidential and proprietary information includes, but is not limited to, the Site’s capabilities, functionality, and user interface, as well as Vulcan pricing, business operations, strategies, licensing, developments, documents, records, data, files, methodologies, applications, rates, processes, software, techniques, know-how, concepts, procedures, policies, internal documentation, systems, and business techniques (“Confidential Information”). You agree to maintain and secure the Confidential Information using the reasonable security standard and procedures that are customary in Your industry. You shall use, disseminate, or disclose any Confidential Information or any portion thereof to any third parties, organizations, affiliates, or otherwise, except as necessary to fulfill Your obligations under these Terms.

Authorization/Grant of License. By using the Services, uploading Content, or sending any Content to Vulcan (including e-mails or financial instructions), You grant Vulcan and its service providers the authorization to take such steps as are necessary to complete any transaction directed by an End User, along with a nonexclusive license to use the Content and information for purposes of effecting such transactions, improving the Services, and deriving usage and analytical data regarding Your use of and performance of the Services.

Modification of Site Terms. These Terms and Conditions, the Website Terms of Use (https://www.vulcanmaterials.com/terms-of-use), and any restricted access policies and notices provided to You (by pop-up, agreement, logon notice, mail, or otherwise), set out the terms and conditions of access to and use of the Site and the Services and shall supersede and control to the exclusion of any conflicting terms of any prior or subsequent terms or conditions of any terms, conditions, policies, or purchase orders issued to Vulcan by Customer or End User that may address issues related to any Services, regardless of whether such order is signed by Vulcan. The technology behind and issues relating to websites and Internet protocol communications is constantly changing, and You agree that it may be necessary or prudent within Vulcan’s sole discretion to revise, amend, or supplement these Terms and Conditions from time to time. Such revised, amended, or supplemented terms (“Changed Terms”) shall become effective for each Site upon the first use of such Site by You following notice to You of the Changed Terms. A printed version of these Terms and of notice given in electronic form, if any, shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any acknowledgment by Vulcan of an e-mail or other communication from You that is in any way inconsistent with, or adds to, the provisions of these Terms and Conditions is null and void to the extent of such inconsistency. Neither the course of conduct between parties nor trade practice may act to modify the provisions of these Terms and Conditions. Vulcan may authorize or allow its contractors or other third parties to access the Site as necessary to perform obligations and exercise rights of Vulcan under the Contract.

Non-Transferable. Customer’s right to use the Site or to designate End Users to use the Site is not transferable. Customer may not sublicense, assign or transfer such rights, except with Vulcan consent. Any attempt to sublicense, assign or transfer such rights, or any of the rights, duties or obligations under these Terms and Conditions, except with the prior written consent of Vulcan, is void.

Use of Information; Privacy. You consent to the collection and use of information as set forth in Vulcan’s Privacy Policy(ies) (https://www.vulcanmaterials.com/privacy-policy and https://www.vulcanmaterials.com/privacy-policy/california-privacy-notice) as it may be amended from time to time. The providing of consent hereby shall not be deemed as an indication that such consent is necessary. In all cases, Vulcan shall be free to provide any information in its possession, or to collect and provide information possibly in its possession, to law enforcement authorities as Vulcan deems required.

Indemnification. Customer agrees to indemnify and hold Vulcan Materials Company, including its affiliates and their officers, agents, employees, suppliers, and Site providers, harmless from any claims, liability, and expenses, including reasonable attorneys’ fees, whether in tort or in contract, that it or any of them may incur by reason of or arising out of any claim that is made by any third party relating to Customer’s or End User’s breach of these Terms or to the presence or use of any Customer-Originated Content in connection with the Site.

Site Disclaimers; Limitation of Liability. THE SERVICES, CONTENT, INFORMATION, SOFTWARE, AND PRODUCTS INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. IN THE EVENT OF A TYPOGRAPHICAL ERROR RELATING TO PRICE OR QUANTITY OR QUALITIES OF AN ITEM FEATURED, DESCRIBED, OR OFFERED BY VULCAN, VULCAN RESERVES THE RIGHT TO REFUSE TO FILL ANY ORDER(S) THAT RELY ON SUCH TYPOGRAPHICAL ERROR. VULCAN MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME, WITHOUT PRIOR NOTICE. VULCAN, ITS AFFILIATES, AND/OR ITS RESPECTIVE SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, INFORMATION, SITE AND RELATED MATERIALS CONTAINED ON THE SITE FOR ANY PURPOSE. ALL SUCH CONTENT, INFORMATION, SITE AND RELATED MATERIALS CONTAINED ON THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. VULCAN AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THE CONTENT, INFORMATION, SITE AND RELATED MATERIALS CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VULCAN DOES NOT WARRANT THAT THE SITE WILL BE FREE OF ERRORS OR VIRUSES. IN NO EVENT SHALL VULCAN, ITS AFFILIATES, AND/OR SUPPLIERS OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, WITH THE RECEIPT OF INCOMPLETE INSTRUCTIONS OR ORDERS, WITH THE NON-RECEIPT OF INSTRUCTIONS OR ORDERS, WITH THE FAILURE TO COMPLETE INSTRUCTIONS OR ORDERS, OR WITH ANY CONTENT, OR OTHERWISE ARISING OUT OF OR RELATED TO THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VULCAN OR ANY OF ITS AFFILIATES OR SUPPLIERS OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. IF CUSTOMER IS DISSATISFIED WITH ALL OR ANY PORTION OF THE SITE, OR WITH ALL OR ANY OF THESE TERMS AND CONDITIONS, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Injunctive Relief. Customer acknowledges and agrees that any violation of these Terms and Conditions relating to the disclosure, use, copying, distribution, display or publishing of Content (including without limitation, trademarks) or Confidential Information may result in irreparable injury and damage to Vulcan that may not be adequately compensable in money damages, and for which Vulcan will have no adequate remedy at law. Customer therefore consents and agrees that Vulcan may obtain injunctions, orders or decrees as may be reasonably necessary ensure compliance with these Terms and Conditions. Customer waives any requirement of proving actual damages or posting bond that may apply for issuance of any injunctions, orders, or decrees.

13.Governing Law; WAIVER OF JURY TRIAL; Venue. The Quote and Contract shall be governed by and construed in accordance with the laws of Alabama applicable to contracts executed, delivered and performed entirely within that state. PURCHASER AND SUPPLIER WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER CONCERNING ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE CONTRACT OR THE MATERIALS. The exclusive venue for any proceeding, action or counterclaim concerning any matters arising out of or in any way connected with the Contract or the Materials shall be a federal or state court located in Jefferson County, Alabama. Purchaser (i) agrees not to commence any action, suit, or proceeding relating thereto except in such courts, (ii) submits to the personal jurisdiction and venue of such courts for such purposes, and (iii) waives all claims (by way of motion, as a defense or otherwise) of improper venue, that any such court is an inconvenient forum, and that such party is not subject personally to the jurisdiction of any such court.

14.Assignment. The Contract shall inure to the benefit of and shall be enforceable by the parties and their respective successors and permitted assigns; provided, however, Purchaser may not assign the Contract (including Purchaser’s rights and obligations hereunder), whether by operation of law or otherwise (including by merger, sale of substantially all assets, sale of substantially all equity, or change of control), without the prior written consent of Supplier.

15.Miscellaneous. Supplier is an independent contractor selling Materials and nothing contained in the Contract is intended to create any other relationship or any fiduciary relationship between Supplier and Purchaser. Supplier is only a supplier of materials and cannot be considered a sub-contractor within the meaning of any laws, regulations, agreements, union contracts, or other rules or agreements. All notices shall be in writing and delivered by overnight courier or by personal delivery at each party’s address provided in the Contract. If any provision herein is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Contract shall be construed and enforced as if such provision had never been a part hereof. The failure of Supplier to enforce any provision of this Contract shall not be construed as a waiver or limitation of Supplier’s right to subsequently enforce strict compliance with every provision of this Contract. The Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Contract contains the entire understanding of the parties (including Supplier’s End Users) with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into the Contract. The express terms of the Contract control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of the Contract.

PRODUCT SALES TERMS AND CONDITIONS