MASTER SUPPLY AGREEMENT

THIS MASTER SUPPLY AGREEMENT is made effective as of ___________________, 2025, between Tomball Controls, LLC, a Texas limited liability company ("Tomball"), and ___________________, a/an ___________________ ("Supplier").

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For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, Tomball and the Supplier hereby agree as follows:

1. . The purpose of this Agreement is to provide terms and conditions to be incorporated into orders for Materials (as hereinafter defined) that may be issued by Tomball or its Affiliates (as hereinafter defined) (each, a "Purchaser") to Supplier. The Purchaser that issues a purchase order (the "Order") for Materials, is solely responsible for performance of Purchaser's obligations under such order. In the event of a conflict between the terms of the Agreement and an Order, this terms of this Agreement shall prevail. Notwithstanding anything to the contrary herein, neither the execution of this Agreement, nor anything contained herein, shall obligate Tomball or its Affiliates to order any Materials from Supplier. For the purposes of this Agreement, (a) "Affiliate" shall mean an entity, directly or indirectly, controlling, controlled by, or und er common control with Tomball and as identified by Tomball to Supplier in writing, and (b) "Control" shall mean the ownership or control, directly or indirectly, of more than fifty percent (50%) of the ownership interests having the right to vote or appoint directors or their functional equivalents.

2. Ordering Procedure. All purchases under this Agreement shall be made through an Order upon the terms and conditions set forth herein. Acceptance of the Order shall be deemed to have occurred upon the earlier to occur of (a) Supplier accepting the Order in writing or (b) Supplier first shipping all or any of the Materials covered by the Order. Acceptance of this Order or Supplier's offer to provide the Materials and /or Services is expressly limited to the terms and conditions of this Agreement, and any additional or different terms of Supplier are hereby expressly rejected.

3. . Supplier hereby represents, warrants and guarantees that all materials, equipment, supplies, parts, or goods delivered hereunder (collectively, the "Materials") are (a) merchantable and will pass without objection under industry standards and fit for their intended purpose; (b) new and conform to the description specified or to any specifications, drawings, designed or technical data previously specified; (c) free of all defects in material, quality or workmanship; (d) free of any liens or encumbrances, other adverse claims or ownership and claims of infringement on intellectual property rights; and (e) in conformity with all applicable municipal, state and federal laws, orders, statutes, bylaws, codes, rules and regulations (collectively, "Applicable Laws") affecting the sale, purchase, manufacture, processing, and delivery of the Materials.  If the Materials or any or their contents are subject to laws governing safety or hazardous substances, Supplier represents and warrants that it has disclosed such considerations to Purchaser. If the Order calls for installation, maintenance or other services (collectively, the "Services"), all such Services are warranted to be performed in a good and workmanlike manner and in compliance with the highest industry standards and all Applicable Laws. In addition to any remedies available under this Agreement or at law, Purchaser shall be entitled to charge an administrative fee of five hundred dollars ($500.00) for each warranty claim submitted to Supplier, representing a reasonable estimate of the internal costs incurred by Purchaser in managing such claims.

4. Price, Payment and Invoicing.  Prices shall be as specified in each Order. Subject to the terms herein, payment shall be due thirty (30) days from the date of receipt of a valid invoice, following delivery of the Materials. No price increase or additional charges shall be permitted without Purchaser’s prior written consent. Supplier shall issue a separate invoice for each Order and each shipment, and each invoice must reference the Purchaser’s Order number, the quantity of Materials, and a description of the items provided. Delays in receiving invoices, or invoices containing errors or omissions, shall constitute valid grounds for Purchaser to withhold payment without forfeiture of any applicable cash or early payment discounts. In the event of a disputed invoice, Purchaser may withhold payment in full until the dispute is resolved.

5. . Supplier shall not permit any liens to be placed on Purchaser’s premises or job site. In the event any such lien arises, Supplier shall promptly obtain its release and/or discharge, and shall indemnify and hold Purchaser harmless from any and all losses, costs, damages, or expenses (including, without limitation, attorney’s fees) arising from or related to such lien. Supplier expressly authorizes Purchaser to withhold any payments otherwise due to Supplier in an amount sufficient to cover these indemnification obligations and to use such funds to discharge any such liens directly.

6. & Termination. The term of this Agreement shall be one (1) year from the effective date and may be renewed for additional one (1) year terms by mutual written agreement. Purchaser shall have the right, by giving written notice, to immediately terminate all or any part of this Agreement or any Order at such times as Purchaser may consider necessary for any or all of the following reasons: (a) to suit the convenience of Purchaser; (b) in the event of default on the part or the Supplier; (c) in the event of any defects or deficiencies in the Materials or Services; (d) in the event of the bankruptcy or insolvency of Supplier, or upon receipt of a receiving order made against Supplier or Supplier making an arrangement with its creditors, or commencing to be wound up, or carrying on its business or any significant part thereof by or under the supervision of a receiver or administrator (or similar person or entity) for the benefit of its creditors or any of them or Supplier's equipment or other property involved in the performance of the Supplier's obligations under this Agreement is lawfully seized. In the event of termination under (a) Supplier shall be entitled to payment for the Materials delivered and attendant Services provided in accordance with the Agreement. In the event of termination of part or all of the Agreement or any Order in accordance with (b), (c), or (d), Purchaser shall owe no further payment obligation to Supplier except for Materials satisfactorily delivered and attendant Services satisfactorily performed prior to the time of such termination, less any costs, expenses and damages incurred by Purchaser as a result of such termination and Supplier's default.

7. . Unless otherwise stated in the Order, all Materials shall be delivered to Purchaser’s designated place of business. There shall be no freight, packing, of crating charges, unless expressly stated on the face of the Order. All Materials must be packaged to secure the lowest reasonable freight rates and shipped via the most cost-effective and reliable method that ensures timely and safe delivery, unless otherwise specified. Each shipment must include packing slips that reference the Order number, quantities, and corresponding line items. While on Purchaser’s premises or at any third-party site where Purchaser’s jobsite is located, Supplier, including its drivers and delivery personnel, must comply with Purchaser’s safety policies and code of conduct, as well as all Applicable Laws and any rules imposed by the property or jobsite owner.

Supplier shall notify Purchaser of the anticipated delivery date as soon as it is known, and shall provide notice on the actual date of shipment. Delivery must be made in accordance with Purchaser’s delivery schedule as set forth in the Order. FAILURE TO ADHERE TO PURCHASER’S DELIVERY SCHEDULE SHALL RESULT IN LIQUIDATED DAMAGES IN THE AMOUNT OF FIVE HUNDRED DOLLARS ($500) PER CALENDAR DAY FOR EACH DAY OF DELAY. SUPPLIER AND PURCHASER AGREE THAT SUCH AMOUNT REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES PURCHASER WILL INCUR DUE TO LATE DELIVERY, WHICH ARE DIFFICULT TO ASCERTAIN WITH PRECISION, AND SUCH AMOUNT SHALL NOT BE DEEMED A PENALTY. Notwithstanding anything to the contrary herein, Supplier shall immediately notify Purchaser if it anticipates being unable to deliver any part of the Materials as specified in the Order. In such event, and without prejudice to any other rights or remedies, Purchaser may terminate the Order in whole or in part without further liability. Purchaser’s acceptance of late deliveries, partial shipments, or nonconforming Materials shall not be deemed a waiver of any of its rights or remedies under the Order or at law.

1. s and Excess Quantities. Purchaser may, at its sole discretion and for any reason, return any Materials to Supplier within thirty (30) days of receipt, provided such Materials are in the same condition as when received from Supplier. For any such return, Purchaser shall be entitled to a full credit equal to the original purchase price, and no restocking fees shall apply. Purchaser shall have no obligation to accept or pay for any Materials delivered in excess of the quantities specified in the Order. Supplier agrees to accept return of any such excess Materials at its sole expense, including, without limitation, all transportation and handling costs, provided the Materials are in the same condition as when received. If Supplier fails or refuses to accept return of excess Materials, such Materials shall be deemed abandoned, and Purchaser may dispose of them at its discretion without any further obligation or liability to Supplier.

2. nt. Supplier shall not delegate, assign or otherwise dispose of an interest in this Agreement or an Order without the prior written consent or Purchaser. For purposes of this provision, a change in control of Supplier, including but not limited to the disposition by Supplier of all or substantially all of its assets or equity, shall constitute an assignment by Supplier requiring the consent of Purchaser hereunder Any attempted assignment or delegation in violation of this provision shall be void and at Purchaser's option, without prior written notice shall effect a cancellation of this Agreement and Purchaser's obligations hereunder.

3. Inspection & Audit. Purchaser shall have the right to inspect all Materials prior to shipment and upon arrival at any shipping destination; however, any such inspection shall not constitute acceptance of the Materials by Purchaser, nor operate as a waiver of any of Purchaser’s legal or contractual rights or remedies. Purchaser may reject any Materials that do not conform to applicable plans, specifications, descriptions, or other requirements of this Agreement, and any rejected Materials held by Purchaser or any third party on Purchaser’s behalf shall be stored at Supplier’s sole risk and expense pending Supplier’s instructions for disposition. In addition, Purchaser shall have the right, upon reasonable notice, to audit and inspect all books, records, and documents of Supplier relating to the Materials or Services provided under this Agreement, including for the purpose of verifying compliance with this Agreement and all Applicable Laws. Supplier shall maintain complete and accurate books and records relating to such Materials and Services for a period of two (2) years from the date of delivery or performance, and shall make such records available to Purchaser for inspection and audit at any reasonable time during such period.

4. Product Alerts. Supplier warrants that, in order to ensure the proper and safe use of the Materials, it shall provide with all Materials all necessary and appropriate product warnings, instructions, and safety information sufficient to permit their safe and proper use.

5. INDEMNITY OBLIGATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, SUPPLIER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PURCHASER, ITS  PARENT, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OF ANY TIER, REPRESENTATIVES, CONSULTANTS AND CUSTOMERS (COLLECTIVELY, "PURCHASER GROUP") FROM ANY AND ALL LOSSES, LIABILITIES, OBLIGATIONS, DAMAGES EXPERT FEES, ATTORNEY FEES, PENALTIES , JUDGMENTS , CLAIMS, ACTIONS, EXPENSES, SUITS OR OTHER DETRIMENTS OF ANY KIND (COLLECTIVELY, THE "LOSSES") ARISING OUT OF OR IN ANY WAY RELATED TO: (I) THE MANUFACTURE, SALE, DELIVERY, USE, RENTAL, OR REPAIR OF MATERIALS PROVIDED BY SUPPLIER TO PURCHASER GROUP, (II) SUPPLIER’S BREACH OF THIS AGREEMENT, OR (III) SUPPLIER’S NEGLIGENCE OR WILLFUL CONDUCT OR NEGLIGENCE OR WILLFUL MISCONDUCT OF SUPPLIER’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, AGENTS, OR REPRESENTATIVE; EVEN IF PURCHASER GROUP'S NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, INTENTIONAL CONDUCT, AND/OR STATUTORY OR COMMON LAW FAULT CAUSED OR CONTRIBUTED, IN WHOLE OR IN PART, TO THE LOSSES. FOR THE PURPOSES OF THIS SECTION, ANY ACTIVITIES OF SUPPLIER, ITS SUBCONTRACTORS, LICENSEES OR INVITEES, OR THEIR RESPECTIVE EMPLOYEES, ON OR ABOUT PURCHASER'S OR JOBSITE PREMISES SHALL BE DEEMED TO BE IN CONNECTION WITH THE SUPPLY OF MATERIALS HEREUNDER, WHETHER OR NOT SUCH ACTIVITIES ARE ACTUALLY WITHIN THE SCOPE THEREOF.

6. INTELLECTUAL PROPERTY INDEMNIFICATION.  SUPPLIER, ITS HEIRS, SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES, AGREES TO DEFEND, PROTECT, AND HOLD HARMLESS PURCHASER GROUP AND ITS CUSTOMERS AGAINST ALL LOSSES FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT WHICH ARISES FROM THE MANUFACTURE, USE OR SALE OF THE MATERIALS FURNISHED HEREUNDER. FURTHER WHERE PURCHASER'S USE OR OTHER BENEFIT FROM THE MATERIALS SHOULD BE ADVERSELY AFFECTED AS A RESULT OF ANY SUCH CLAIMS, SUPPLIER EXPRESSLY AGREES TO REMEDY, UPON WRITTEN DEMAND BY PURCHASER, THE ADVERSE EFFECTS, INCLUDING SUPPLIER FURNISHING EQUIVALENT APPROVED SUBSTITUTE MATERIALS OF EQUAL OR BETTER QUALITY AND/OR COMPENSATING PURCHASER FOR ALL DAMAGES INCURRED AS A RESULT OF SUCH EFFECTS.

7. . The terms and conditions or this Agreement, including the Materials provided, all drawings, designs, specifications, descriptions, technical data, the quantity of purchase, price and other Purchaser's proprietary information (herein after, "Information") furnished to Supplier by Purchaser for use with the Order or this Agreement constitute the property and/or trade secrets of Purchaser and are confidential. Except as hereinafter provided, Supplier shall (i) treat as confidential all Information which has been or is hereafter made available to Supplier directly or indirectly by Purchaser, (ii) not disclose any such Information to third parties and (iii) not use any Information other than for compliance with this Agreement. Upon termination of this Agreement or upon written request by Purchaser, Supplier shall return to Purchaser all tangible materials containing Purchaser's Information that have been furnished to Supplier or its employees by Purchaser or that derive from the Information so provided, together with all copies thereof made by Supplier or its employees. The parties agree that in the event of a breach of confidentiality, Purchaser may suffer irreparable harm for which damages would not be an adequate remedy, and that in addition to all other remedies available at law or in equity, Purchaser shall be entitled to equitable relief, including specific performance and injunction, and Supplier consents to any application for such relief.

8. . Supplier shall not, without first obtaining the written consent of Purchaser, in any manner advertise or publish the fact the Supplier has contracted to furnish Purchaser the Materials and/or the Services.

9. . Supplier shall maintain the following insurance coverages with limits not less than the amount specified. It is agreed that should Supplier utilize any subcontractor to assist with any work associated with the provision of Materials hereunder, Supplier shall obtain written approval of selected subcontractor by an authorized representative of Purchaser, and Supplier remains primarily liable to Purchaser for all costs associated with any incident resulting in damages, whether they be from bodily injury, property damage or any other cause. Except for workers compensation and property insurance, Purchaser shall be named as an additional insured on each of the required coverages:

Coverage

Limits

• Workers' Compensation

As required by Applicable Laws

• Employer's Liability

$2,000,000 per occurrence

• Comprehensive General Liability (including Contractual Liability), Combined Single Limit

$3,000,000 per occurrence

• Automobile Liability, Combined Single Limit

$1,000,000

• Product Liability

$2,000,000 per occurrence

• Umbrella or Excess Liability (in excess of Coverages B through E)

$5,000,000

• Property Insurance

Value of Supplier's Equipment

Each of the policies listed above shall be endorsed to waive subrogation against Purchaser and shall be primary to any insurance maintained by Purchaser. Supplier shall insure all delivery and the Materials until received by Purchaser at Purchaser's specified location.

1. Force Majeure. Neither of the parties hereto shall be responsible for or liable to the other party for any damage or loss of any kind, directly or indirectly, resulting from fire, flood, explosion, riot, protest, rebellion, revolution, war, labor trouble (whether or not the fault of either party hereto), epidemic, pandemic, requirements or acts of any government or subdivision thereof, or any other similar cause beyond the reasonable control of the party. No party shall be relieved of such liability unless it uses reasonable diligence to remedy the situation and remove the cause in an adequate manner and with all reasonable dispatch. Neither party hereto shall be required to make any concession or grant any demand or request to bring to an end any strike or other concerted act of workers. In the event Supplier delays performance for causes covered by the foregoing, Purchaser may cancel any pending Orders. The party whose ability to perform its obligation is so affected shall notify the other party thereof in writing within twenty-four (24) hours, stating the cause and its effect(s) upon the performance of the Agreement or any Order.

2. Limitation of Liabilities. Under no circumstances shall Purchaser be liable for any in direct, exemplary, incidental, special or consequential damages, including without limitation loss of use, loss of profit, or loss of anticipated business, under this Agreement.

3. . Any notice to be given under this Agreement or any Order hereunder shall be in writing and either hand delivered or sent by registered mail or other reputable overnight courier, addressed to the recipient party at the following addresses or at such other address as has been designated in writing by either party in accordance with this Agreement:

 

If to Tomball:  __________________________________________

If to Supplier:  __________________________________________

All notices shall be effective upon receipt.

1. . If any Materials or Services supplied hereunder do not conform to the warranties provided here under, then Supplier shall, at Purchaser's sole option, and in addition to any other remedies available to Purchaser under this Agreement, at law or in equity, (i) rectify such non-conformity at Supplier's sole expense (including any necessary shipping and delivery costs), or (ii) allow full credit for such non-conforming goods (including shipping and delivery costs paid by Purchaser).

2. Independent Contractors. Supplier is and shall remain an independent contractor in the performance of all undertakings and obligations to be performed hereunder, and all persons employed by Supplier to perform same hereunder shall be and remain employees of Supplier subject to the supervision of Supplier's supervisory personnel. Supplier shall deduct and pay and remain liable for the payment of any and all payroll taxes and employee benefits due its employees.

3. Conflict of Interest. Supplier warrants that it has not given nor received any commissions, payments, gifts, kickbacks, lavish or extensive entertainment or other things of value to or from any employee or agent of Purchaser or any third party on Purchaser's behalf in connection with this Agreement and acknowledges that the giving or receiving of any such payments, gifts, entertainment, or other things of value is strictly in violation of Purchaser's corporate policy and may result in the cancellation of this and all future Orders.

4. Compliance with Laws. Supplier shall comply with, and adhere to, all Applicable Laws which may apply to Supplier in connection with this Agreement and the Order, including without limitation, all Applicable Laws pertaining to environment, health, safety, and to trade and export control. When the Materials (or part thereof) are subject to governmental export control laws and regulations, Supplier shall provide Purchaser with applicable Export Commodity Classification Numbers and Harmonized Tariff Schedule Numbers per item, including certificates of manufacture in accordance with the origin rules imposed by governmental authorities.

5. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, exclusive of its conflicts of law provisions. Any suit or proceeding hereunder shall be brought exclusively in the state or federal courts located in Bexar County, Texas. Each party consents to the personal jurisdiction of such courts and waives any objection it may have based upon lack of personal jurisdiction, improper venue, or that such courts are an inconvenient forum.

6. Entire Agreement. The Order and this Agreement constitute the final, complete and exclusive agreement between Supplier and Purchaser and no agreement or understanding, oral or written, in any way purporting to modify or negate this Agreement, whether contained in Supplier's bid documents, order acknowledgement, invoice or in any other of Supplier 's forms or elsewhere, shall be binding on Purchaser, unless agreed to in writing and executed by an officer of both parties.

7. Amendments & Modifications. No change, modification, limitation, waiver, termination,  rescission or discharge of any terms of this Agreement shall be effective, and no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding, unless agreed to in writing, and signed by an authorized agent of each party. Such amendments or modifications shall be in the form of a written supplement to this Agreement and shall not be made or deemed made by email exchanges. No agent, employee, or representative of Purchaser below the level of company president is authorized to alter this Agreement.

8. . All covenants, condition s and provision of this Agreement which by their nature are intended to survive the provision of any Materials, the completion of any Services or the termination of one or more Orders or this Contract, including, without limitation, confidentiality obligations, audit rights, warranties and indemnities shall survive. In addition, the expiration or termination of this Agreement or any Order does not discharge or release Supplier from any liability or obligation accrued at the time of such expiry or termination.

9. No Waiver of Terms. Neither the failure of either party hereto to require the performance of any term of this Agreement, nor the waiver by either party of any breach under this Agreement, shall prevent a subsequent enforcement of any such term or be deemed a waiver of any subsequent breach. Any waiver must be in writing and signed by the party making such waiver.

10. . Time is of the essence in the performance of Supplier's obligations hereunder. All headings and captions are for convenience and do not constitute a part of this Agreement. This Agreement shall be binding upon and ensure to the benefit of the successors and assigns of the Purchaser and the successors and permitted assigns of Supplier. This Agreement may be executed and delivered by facsimile or portable document format (PDF) and in any number of identical counter parts each of which shall be deemed an original, and all of which taken together shall constitute one and the same agreement.

[Signature Page to Follow]

 

 

IN WITNESS WHEREOF, the parties have caused the due execution of this Agreement on the day first above written.

PURCHASER:

TOMBALL CONTROLS, LLC,

a Texas limited liability company

By:  
Name:         
Title:         

SUPPLIER:

___________________________________

By:  
Name:         
Title: