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Terms and Conditions of Sales

Last Modified: August 2025

Acceptance of DSS Group Holdings, LLC Terms and Conditions of Sales

  1. THESE TERMS AND CONDITIONS OF SALE (“Terms and Conditions”) are the exclusive Terms and Conditions related to any quotation and offer made by and order accepted by DSS Group Holdings, LLC, its subsidiaries and its d/b/a Granite Industries (“DSS”) for the sale of its products (“Goods”). These Terms and Conditions apply to all sales made by DSS except to the extent these Terms and Conditions conflict with an existing individual customer contract signed by an authorized representative of DSS and buyer. The placement or acceptance of any order indicates buyer’s complete and unconditional consent to and acceptance of these Terms and Conditions. The formation of any contract and DSS’s acceptance of any order is expressly conditioned on buyer’s acceptance of all the Terms and Conditions of this Agreement. Any additional, inconsistent, or differing terms or conditions proposed by buyer or stated in any order or other communication from buyer are hereby expressly rejected by DSS. Failure of DSS to object to any provision contained in any order or other communication from buyer shall not be construed as a waiver of these Terms and Conditions nor an acceptance of any such provision. These Terms and Conditions, together with the accompanying quote, order or sales confirmation and related invoice shall constitute the final, complete and exclusive statement of this contract between DSS and buyer and may not be modified or rescinded except by a writing signed by an authorized representative of DSS. No order shall be binding upon DSS until such order is accepted in writing by an authorized officer or representative of DSS.
  2. PRICES Published prices and quoted prices, unless otherwise specified, are subject to change by DSS without notice. All orders are accepted on the condition that DSS reserves the right to adjust prices to DSS’s prices prevailing at time of shipment. Quoted prices do not include transportation or insurance charges. When transportation or insurance charges are paid by DSS, such charges will be paid by buyer to DSS as an addition to the purchase price.
  3. PAYMENT All decisions with regard to the extension or continuation of credit shall be in the sole discretion of DSS. Credit terms and conditions may be changed, suspended, or terminated at any time by DSS in its sole discretion, including up and until the time an order ships. DSS reserves the right to require payment in advance of any shipment. Unless otherwise provided, full payment is due 30 days after date of invoicing.Accounts more than 30 days past due will be subject to a late charge at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower, calculated daily and compounded monthly. If buyer becomes delinquent in the payment of any amount, whether or not due to a change in credit terms, DSS may, in addition to any and all other remedies for breach of contract, suspend its performance until such payment is made, or cancel any order without liability for such termination. If goods are delivered in installments, buyer shall pay for each installment in accordance with the terms described in this document.  Buyer shall also reimburse DSS for all reasonable costs and expenses (including but not limited to reasonable attorney’s fees) incurred by DSS in connection with DSS’s efforts to collect any delinquent payment(s).
  4. TAXES Buyer shall pay all taxes levied or based on any amounts payable under this Agreement, including without limitation, customs duties, tariffs, state and local sales and use taxes, and privilege, gross receipts, or excise taxes based on gross revenues (“Taxes”). Buyer shall promptly reimburse DSS for any such Taxes paid by DSS.  Taxes shall not include taxes based on DSS’s net income.
  5. TIME OF SHIPMENT Delivery dates are based on DSS’s estimated manufacturing times. Any delivery dates quoted or acknowledged by DSS shall not constitute a commitment by DSS to deliver goods in accordance with such dates. DSS shall not be liable for any damage, loss, or injury as a result of any delay or failure to ship due to any cause beyond DSS’s reasonable control. Any failure or delay by DSS due to any cause beyond DSS’s reasonable control shall not be considered as a breach of contract.
  6. DELIVERY TERMS AND RISK OF LOSS Delivery terms, unless otherwise expressly stated, shall be Ex Works (Incoterms® 2020) DSS’s facility. Title and risk of loss to the goods transfers to buyer when DSS delivers the goods to the first carrier for transmission to buyer. Claims for loss or damage to Goods in transit should be made to the carrier and not to DSS. DSS reserves the right to charge for the cost of any special packaging requested by buyer. DSS’s delivery obligation shall be contingent upon DSS’s approval of buyer’s credit at time of shipment.
  7. ACCEPTANCE AND CLAIMS Goods sold  by  DSS  to  buyer  shall be deemed to be finally inspected and accepted by buyer if buyer does not provide DSS with written notice of rejection within ten (10) days of receipt. Under no circumstances shall Goods be returned to DSS without an official DSS returns authorization. Returns may be subject to a restocking fee. A claim that Goods are non-conforming shall not entitle buyer to deduct any sum from any invoice unless such claim has been allowed in writing by DSS.
  8. RESCHEDULED DELIVERIES AND CANCELLATION Buyer may cancel or postpone scheduled deliveries under this agreement only with the prior written consent of DSS, which consent may be withheld in DSS’s sole discretion, and upon payment of reasonable cancellation fees.
  9. STORAGE AND RESTOCKING If buyer does not take delivery of the goods within five (5) days of the available delivery date, DSS will charge buyer a storage fee and/or a restocking fee in DSS’s sole discretion.
  10. CHANGES AND ALTERATIONS DSS may at any time make changes in design and construction of its Goods. DSS may furnish substitutes for materials and components. If any modification, alteration, or removal of any part or product not authorized in writing by DSS results in any injury to a person or damage to property, then no warranty shall apply, and buyer shall indemnify, defend, and hold harmless DSS against any claim, demand, loss, expense, or liability, including attorneys’ fees, in any way related to such injury or damage.
  11. INTELLECTUAL PROPERTY All drawings, know how, inventions, devices, developments, processes, copyrights, trademarks, patents and applications therefore, and other information or intellectual property disclosed or otherwise provided to buyer by DSS, including intellectual property developed by DSS as a part of its relationship with buyer, and all rights therein will remain the property of DSS and will be kept confidential by buyer in accordance with these Terms and Conditions. Buyer shall have no claim to, nor ownership interest in, any intellectual property and such information, in whatever form and any copies thereof, shall be promptly returned to DSS upon written request of DSS. Buyer shall indemnify and hold harmless DSS against any claim, demand, loss, expense, or liability, including attorneys’ fees, for actual or alleged infringement of any patent, trademarks, or other intellectual property rights in any way related to (a) the manufacture and sale of products, including without limitation the Goods, manufactured in accordance with patterns, designs, or design information supplied by buyer; buyer’s use of the goods other than as specified by DSS; buyer’s modification of the goods; and (d) buyer’s use of any DSS goods in combination with goods or property not supplied by DSS.
  12. CONFIDENTIAL INFORMATION All information furnished or made available by DSS to buyer in connection with the subject matter of these terms and conditions, DSS’s quotation, or buyer’s purchase order shall be held in confidence by the buyer. Buyer agrees not to use such information or disclose such information to others without DSS’s prior written consent. The obligations in this paragraph will not apply to any information in the public domain which buyer can show by written records was in buyer’s possession prior to disclosure by DSS, or any information which is legally made available to the buyer by or through a third party having no direct or indirect confidentiality obligation to DSS with respect to such information.
  13. WARRANTIES AND LIMITATION OF WARRANTIES
    1. Limited Warranty. DSS hereby warrants to buyer that all Goods purchased hereunder will be free from substantial defects in materials and workmanship for a period of six (6) months from the date a Good is first shipped from DSS’s facility.
    2. DSS shall not be liable for a breach of the warranty set forth in Section 13(a) unless: (i) Buyer gives written notice of the defective Goods, reasonably described, to DSS within ten (10) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, DSS is given a reasonable opportunity after receiving the notice of breach of the warranty to examine such Goods and Buyer (if requested to do so by DSS) returns such Goods to DSS’s place of business at DSS’s cost for the examination to take place there; and (iii) DSS reasonably verifies Buyer’s claim that the Goods are defective.
    3. DSS shall not be liable for a breach of the warranty set forth in Section 13(a) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow DSS’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of DSS.
    4. Buyer’s sole and exclusive remedy, and DSS’s sole and exclusive liability under this warranty, will be to repair or replace any defective Good or, where such cannot be accomplished, at DSS’s option, refund the purchase price paid by buyer therefor. If DSS elects to replace the Goods, DSS shall have a reasonable time to do so.
    5. This warranty does not apply to Third Party Products resold by DSS. THE FOREGOING SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND DSS’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 13(a).
    6. Third Party Product. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 13(a). For the avoidance of doubt, DSS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  14. EXCLUSION OF WARRANTIES EXCEPT AS SPECIFICALLY PROVIDED ABOVE IN SECTION 13, DSS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO IMPLIED WARRANTY ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN BY DSS OR SHALL ARISE IN CONNECTION WITH THE CONDUCT OF THE PARTIES.
  15. LIMITATION OF LIABILITY
    1. IN NO EVENT SHALL DSS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT DSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL DSS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF TWO (2) TIMES THE AMOUNT PAID TO DSS FOR THE GOODS SOLD UNDER THE ASSOCIATED PURCHASE ORDER.
    3. The limitation of liability set forth in Section 15(b) shall not apply to (i) injury resulting from DSS’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from DSS’s acts or omissions.
  16. LIMITATIONS ON SUITS; CLASS ACTION AND JURY WAIVER Buyer shall not commence any claim to enforce buyer’s rights or remedies arising from this sale later than one year from the date of shipment. BUYER HEREBY GIVES UP ANY RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS BUYER MAY HAVE IF BUYER WENT TO COURT MAY ALSO BE UNAVAILABLE OR LIMITED IN ARBITRATION.
  17. ARBITRATION ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTERNATIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN DSS AND BUYER ARISING FROM OR RELATING IN ANY WAY TO BUYER’S PURCHASE OF GOODS OR THESE TERMS AND CONDITIONS WILL BE RESOLVED EXCLUSIVE AND FINALLY BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof.
  18. COMPLIANCE WITH LAW Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. DSS may terminate this contract if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.
  19. GOVERNING LAW and SUBMISSION TO JURISDICTION All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction that would cause the application of the laws of any jurisdiction other than those of the State of Texas). Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Houston and County of Harris, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  20. CUMULATIVE REMEDIES DSS’s rights and remedies provided herein shall be cumulative and shall be in addition to any other rights or remedies provided in law or equity.
  21. NONWAIVER DSS’s failure to exercise any of its rights or remedies hereunder shall not constitute a waiver of such rights, nor shall a waiver of any breach constitute a waiver of any other breach.
  22. EXPORT Buyer shall comply with all applicable United States and foreign import and export controls, laws, regulations, orders and requirements. The Goods, including any documentation, instructions, and any related technical data included with, or contained in, such Goods, may be subject to various export control laws and regulations. Buyer shall not, and shall not permit any third parties to, directly or indirectly, use, transfer, release, divert, transship, export, reexport, or release any regulated goods to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any regulated goods is prohibited. If buyer violates any United States or foreign import or export laws or regulations, including but not limited to the Export Administration Regulations and/or the United States economic sanctions administered by OFAC, DSS may, immediately and without notice, terminate any purchase order submitted by buyer, and/or any business arrangement or relationship with buyer. If the Goods are to be exported outside of the United States, buyer will be responsible for obtaining and maintaining, if applicable, all international regulatory approvals.
  23. ANTI-TERRORISM AND ANTI-BRIBERY LAWS Buyer represents and warrants that neither buyer nor any of its parents, affiliates, representatives, agents or employees: (i) is identified, either by name or an alias, pseudonym or nickname, on the lists of “Specially Designated Nationals” or “Blocked Persons” maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; (ii) is directly or indirectly owned or controlled by the government of any country that is subject to a United States embargo; (iii) acts, and none of them will act, directly or indirectly on behalf of the government of any country that is subject to a United States embargo; or (iv) has violated, and none of them will violate, any law prohibiting corrupt business practices, money laundering or the aid or support of persons who conspire to commit acts of terror against any person or government, including acts prohibited by the USA Patriot Act and U.S. Executive Order 13224. Buyer will take all reasonable steps to require its respective representatives, consultants, agents, subcontractors and employees to comply with such laws prior to engaging or employing any such persons. The foregoing constitute continuing representations and warranties. Buyer will immediately notify DSS in writing of the occurrence of any event or the development of any circumstance that might render any of the foregoing representations and warranties false, inaccurate or misleading.
  24. FORCE MAJEURE DSS shall not be liable for failure to make any delivery hereunder caused by or resulting from events or circumstances beyond DSS’s reasonable control, including without limitation, acts of God, fire, explosion, flood, earthquakes, weather, riots, civil disturbances, invasions, hostilities, revolutions, insurrections, epidemics, pandemics, quarantine restrictions, wars, act of terrorism, actions of governments, voluntary or involuntary compliance with any Law or request of any governmental authority, any detention or rejection of the Goods by an agency of the United States or of any foreign government, strikes, lockouts or other labor difficulties, failure of usual sources of Goods or supplies, mechanical or electronic failure, plant shutdowns, any necessity not to operate or to reduce operations, or any circumstances beyond the reasonable control of the party seeking excuse from performance, including, DSS’s inability to obtain delivery from its suppliers. DSS may apportion any reduced quantity of Goods among its customers and affiliates in its sole discretion, and/or eliminate any/all quantities of Good(s) affected from an accepted purchase order. Under no circumstance will DSS be obligated to obtain Goods for delivery hereunder other than from its usual, customary and/or most recent source of supply, as determined by DSS in its sole and absolute discretion. Nothing in this paragraph shall excuse buyer from paying monies due to DSS.
  25. TERMINATION DSS shall have the right in its sole discretion, by notice given to buyer, to terminate all or part of any purchase order(s) in the event of (a) a voluntary or involuntary bankruptcy filing by or against buyer, (b) the appointment of any trustee or receiver for any substantial portion of buyer’s assets, (c) any assignment for the benefit of creditors, (d) buyer ceasing to carry on business in the ordinary course, (e) buyer’s breach of any provision contained herein, or (f) for convenience upon fourteen (14) days written notice. In the event of such cancellation, (and without prejudice to the termination remedy specified), buyer shall remain fully liable for its obligations under the relevant purchase order(s). If buyer notifies DSS of buyer’s intention not to fulfill any obligation under a purchase order, buyer shall be liable to DSS for all finished goods, work in process, and unique or surplus raw materials and supplies produced or ordered in reliance on such purchase order. Any and all purchase orders for Goods shall be paid for at the contract price, regardless of the stage of completion. Except as specifically set forth herein, DSS shall have no obligation to buyer in respect of all or part of any canceled purchase order.
  26. INDEMNIFICATION Buyer shall defend, indemnify and hold DSS harmless against any and all claims, losses, liabilities, damages, costs or expenses, including reasonable attorney’s fees and court costs, arising out of buyer’s breach of any obligation, representation, warranty or agreement made hereunder, and buyer’s gross negligence and willful misconduct.
  27. FINAL AGREEMENT These Terms and Conditions shall not be modified by any prior course of dealing or trade customs and usage.
  28. UNITED NATIONS CONVENTION ON CONTRACTS The United Nations Convention on Contracts for the International Sate of Goods does not apply to any transaction between DSS and buyer, and buyer expressly waives any rights or remedies under the Convention.