Aintree, LLC

TERM AND CONDITIONS: Supplier's acknowledgement of this Purchase Order, issuance of Proforma Invoice, or commencement of performance constitutes Supplier's acceptance of these terms and conditions. Under no circumstances is Supplier to ship freight collect, unless written approval has been received from the Agent or Buyer.

Specification: If anything differs from the Purchase Order Specification either noted above or attached herein, Supplier must contact Buyer immediately. Do not fill order at higher price than stated on this purchase order. Supplier must include a packing list identifying the purhcase order number, project name, sidemark, description, quantity and date of shipment.

Acknowledgement: THIS ORDER MUST BE ACKNOWLEDGED TO Aintree, LLC WITHIN 5 DAYS.

Terms and Conditions applicable to the purchase orders, service orders and the rendering of services.

1.1. This Purchase Order is prepared by Aintree, LLC (“Agent”) acting in its capacity as Agent only for the entity listed in the “bill to” field of the Purchase Order (“Buyer”). Agent assumes no responsibility or liability for the payment of goods or services. All relevant information, documents, orders etc. will be submitted on behalf of the Buyer. The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the "Purchase Order"), constitutes the entire and exclusive agreement between Buyer and the Supplier (“Supplier”) identified in the Purchase Order. Supplier's electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Supplier's acceptance of these Terms and Conditions.

1.2. The Buyer indicated in the purchase and/or service order shall only be bound by and in the manner in which Agent has confirmed in writing the agreement in connection with the purchase order and/or service order and the rendering of services connected therewith in.

1.3. Any and all questions regarding this purchase order should be directed to Aintree, LLC purchasing Agent contact.

2.1. Time is of the essence. Supplier will immediately notify Agent if Supplier's timely performance under the Purchase Order is delayed or is likely to be delayed.

2.2. If Supplier delivers work, services, products or tangible goods (“Product”) after the Delivery Date without written acceptance by Agent, then Agent may reject such Product.

2.3. Agent will hold any Product rejected under this Purchase Order at Supplier's risk and expense, including storage charges, while awaiting Supplier's returns shipping instructions. Agent may, in its sole discretion, destroy or sell at a public or private sale any rejected Product for which Agent does not receive return shipping instructions within a reasonable time, and apply the proceeds, if any, first toward any storage charges.

2.4. Supplier will preserve, pack, package and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices in the absence of any specifications Agent may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous Product, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal.

2.5. Supplier will include with each delivery of Product a packing list identifying the Purchase Order number, the Agent tag for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment.

2.6. Supplier to ship all remaining customers own material goods with the finished product to ship to address.

2.7. Ship all fabrics on a roll, do not fold.

3.1. Agent will pay Supplier the price in accordance with the payment terms set forth in the Purchase Order following Agent's receipt of a properly prepared invoice. A properly prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Supplier's certification of conformance of the Product to the requirements. Agent may, at any time, set‐off any amounts Supplier owes Agent against any amounts Agent owes to Supplier or any of its affiliated companies.

3.2. FINAL DESTINATION of all goods and materials, regardless of ship-to address that appears on this purchase order, is listed above. All taxes should be calculated as necessary for this final destination and NOT for the ship to address on this purchase order.

3.3. It is agreed and acknowledged that no payment under this order shall be construed as an acceptance of defective work or materials. Supplier hereby guarantees and agrees upon written notification of any defects in the workmanship or materials discovered either before or after acceptance of the goods purchased hereunder, to wire, repair, restore, replace or otherwise correct any defects or damage resulting therefrom. This guaranty does not limit any other guaranty of Supplier but is in addition thereto.

Agent may reject any Product which does not conform to the applicable requirements within 10 business days of Supplier's delivery of the Product. At Agent's option, Agent may (i) return the non‐ conforming Product to Supplier for a refund or credit; (ii) requires Supplier to replace the non‐conforming Product; or (iii) repair the non‐conforming Product so that it meets the requirements. As an alternative to (i) through (iii), Agent may accept the non‐conforming Product conditioned on Supplier providing a refund or credit in an amount Agent reasonably determines to represent the diminished value of the non‐conforming Product. Agent's payment to Supplier for Product prior to Agent's timely rejection of such Product as non‐ conforming will not be deemed as acceptance by Agent.

5.1. As used in this Section 5, "Change" means a change Agent directs or causes within the general scope of this Agreement.

5.2. Agent, by written order ("Change Order"), may make Changes in accordance with this Section.

5.3. If Supplier asserts that Agent has directed or caused a Change to the cost of or time for performance for which Agent has not issued a Change Order, Supplier will promptly notify Agent in writing of the Change, providing (i) a description of the action or inaction asserted to have caused the Change; (ii) an estimate of the equitable adjustment that would be required for Supplier to perform the Changed Product; and (iii) a date no less than 30 days from the date of notice by which Agent must respond to Supplier's notice so that Supplier may proceed with the Product unchanged. Agent will evaluate Supplier's notice of Change in good faith, and if Agent agrees that it has made a constructive change, Agent will issue a Change Order to Supplier.

6.1. Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without Agent's prior written consent, which Agent will not unreasonably withhold. Agent may, at its option, void any attempted assignment or delegation undertaken without Agent's prior written consent.

6.2. Supplier may not subcontract any of its rights or obligations under the Purchase Order without Agent's prior written consent. If Agent consents to the use of a Subcontractor, Supplier will: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii) indemnify Agent for all damages and costs of any kind, subject to the limitations in Section 12 (Indemnification), incurred by Agent or any third party and caused by the acts and omissions of Supplier's Subcontractors' and (iii) make all payments to its Subcontractors. If Supplier fails to timely pay a Subcontractor for Product performed, Agent will have the right, but not the obligation, to pay the Subcontractor and offset any amount due to Supplier by any amount paid to the Subcontractor. Supplier will defend, indemnify and hold Agent harmless for all damages and costs of any kind, without limitation, incurred by Agent and caused by Supplier's failure to pay a Subcontractor.

6.3. To the extent allowed by applicable law, no person who is not a party to Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.

7.1. Agent may terminate this Purchase Order for no reason or for any reason, upon 15 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform Agent of the extent to which it has completed performance as of the date of the notice, and Supplier will collect and deliver to Agent whatever Product then exists. Agent will pay Supplier for all Product performed and accepted through the effective date of the termination, provided that Agent will not be obligated to pay any more than the payment that would have become due had Supplier completed and Agent had accepted the Product. Agent will have no further payment obligation in connection with any termination.

7.2. Either party may terminate the Purchase Order by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, if such proceedings are not dismissed within 60 days; or (iv) either party is liquidating, dissolving, or ceasing to do business in the ordinary course.

7.3. Agent may immediately terminate the Purchase Order upon written notice to Supplier if there is a change in Ownership representing 20 percent or more of the equity Ownership of Supplier.

8.1. The parties shall treat the terms, conditions, and existence of the Purchase Order as Confidential Information.

8.2. Supplier shall obtain Agent's written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a Supplier to Agent.

9.1. As used in this Section 9, a "Claim" is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs as incurred) for which one party (the "Indemnifying Party") may be obligated to defend, indemnify and hold the other party (the "Indemnified Party") harmless.

9.2. Supplier shall defend, indemnify and hold Agent harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Supplier (including its Subcontractors) in the performance of the Product; or (ii) any infringement of a third party's Intellectual Property Rights or any other rights.

9.3. Each party will indemnify and hold the other party harmless from and against any and all Claims, as incurred, arising out of any negligent or willful acts or omissions of the Indemnifying Party which results in personal injury (including death) or damage to tangible property (not including lost or damaged data).

9.4. The Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnified Party will have no authority to settle any Claim on the Indemnified Party's behalf.

9.5. Nothing in this Section shall limit any other remedy of the parties.

10.1. Supplier warrants merchandise conforms to designer specifications and drawings and that non-conforming goods will be replaced at no additional cost to the owner. In addition, manufacturer guarantees merchandise against material and workmanship defects for a period of at least one (1) year.

10.2. No changes or substitutions are to be made on this purchase order without written authorization by the designer and/or purchaser. Seconds are not acceptable.

10.3. Supplier must review the design and inform Aintree, LLC of any problems or discrepancies prior to fabrication.

10.4. All dyes must be colorfast.

10.5. All product must be first quality goods from full roll bolts, no seconds, no bolt ends.

10.6. Fabric must be flame and stain treated as required to comply with federal, state, local and property operator’s fire and life safety codes.

10.8. Supplier warrants that all articles and merchandise sold hereunder shall be fit for their intended use and conform to the specifications, model numbers, represented performance, schematics, drawings, samples or other descriptions previously furnished and that said goods shall be of first class material and workmanship, free from any defects. Any such inspection or approval shall not constitute acceptance thereof or a waiver or limitation of any of Buyer’s rights of final approval. Supplier further warrants and represents that title to the goods sold hereunder shall be free and clear of any and all claims by manufacturers, patentees, or by any other conditional bills of sale, mortgages, pledges or other encumbrances of any kind. Supplier shall separately segregate and identify those goods purchased by Buyer. Title to said goods shall pass to Buyer upon acceptance and payment of the goods, in whole or in part. Unless otherwise expressly agreed in writing, final payment hereunder shall be due only after final inspection and acceptance of the goods by the Buyer.

10.9. Supplier agrees to comply with and warrants that all articles and merchandise ordered hereunder and labor employed in the manufacturing, processing, handling and delivery of said merchandise shall be provided in compliance with all applicable laws, regulations and ordinances of the United States of America or any state, municipality, governmental authority or agency regarding the manufacture, procurement or sale of goods.

11. LIABILITY

11.1. IN NO EVENT WILL AGENT BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT AGENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11.2. THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY'S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

12. INSURANCE

Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Agent in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier's operations take place.

13.1 Supplier represents and warrants that it will comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under this Purchase Order.

13.2 Supplier warrants that the articles and merchandise to be furnished hereunder shall not infringe any valid patent or trademark and that seller shall, at its own expense, defend, indemnify and hold Buyer, its Agents and customers harmless from and against any loss or damage which results directly or indirectly from any infringement, suit, action or claim thereof.

13.3 All materials and methods of construction must comply with state, local, fire and life safety codes, as well as planning and design standards. All metal parts must be guaranteed against rust, corrosion and scratching. Supplier must review design concept and inform purchasing Agent of any problems or discrepancies prior to fabrication. Supplier must provide a structurally sound product with proper proportions to ensure stability and prevent tipping. Where applicable, all wood parts must be treated for wood worms.

13.4 All manufacturer materials shall meet or exceed all flame requirements as per applicable local and state fire codes. Vendor to submit all required flame certificates for installation approval by local fire department. Manufacturer to submit all commercial wear warranties and suggest means and methods of installation.

The Purchase Order will be construed in accordance with, and all disputes will be governed by, the laws of the State of Texas, without regard to its conflict of laws rules. Supplier irrevocably consents to the personal jurisdiction of the state and federal courts in and for Collin County, Texas, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum..