HATLEY CONSTRUCTION & REPAIR LLC

d/b/a Hatley Construction & Millwork

113 State Ave, STE 101, Clayton, NC 27520 | 919-879-0639

TERMS & CONDITIONS

Version 7.3 — Effective August 7, 2026. Supersedes v7.2 (August 6, 2026) and all prior versions for agreements executed on or after the effective date.

When entering into a contractual agreement with Hatley Construction & Repair LLC, you are affirming your commitment to the outlined work as detailed in the agreement. These Terms & Conditions ("Terms") apply to and are incorporated into all proposals, contracts, invoices, change orders, shop drawings, production authorizations, and other project documents issued by Hatley Construction & Repair LLC (the "Contractor"). The party purchasing services is the "Customer." Definitions used throughout these Terms: (i) "PMS" means Contractor's project management and document-tracking system, including any platform Contractor uses to issue, store, and track project documents, approvals, messages, and payment records; (ii) "NIC" means Not In Contract; (iii) "Fabrication Release" means Customer's written authorization to begin fabrication after approval of shop drawings; (iv) "Contract Documents" means the documents identified in Section 1.1, in their order of precedence; and (v) "Substantial Completion" has the meaning set forth below.

"Substantial Completion" is the trigger for the final balance under Section 5.3. It means the stage at which Contractor's Work, or a designated portion or area, is sufficiently complete per the Contract Documents to serve its intended purpose, notwithstanding minor punch-list items, adjustments, or touch-ups. The final walkthrough and punch list (Section 5.12) occur after Substantial Completion and after payment of the final balance; neither the walkthrough, punch-list items, nor work by others delays Substantial Completion or payment. By milestone:

(a) Cabinetry with Contractor-Provided Stone or Countertops (kitchen, bath, or other): the cabinetry and millwork are installed and secured, with the stone or countertops included in Contractor's scope set in place.

(b) Stone or Countertops by Others. Contractor's cabinetry or millwork is substantially installed, secured, and ready for field measurement, templating, or installation of stone or countertops by others; Contractor's Substantial Completion is not delayed by the scheduling or performance of work excluded from Contractor's scope.

(c) Other Cabinetry and Millwork. The principal cabinetry or millwork included in Contractor's scope is substantially installed and capable of serving its intended function.

Substantial Completion does not require plumbing or electrical connections, appliance installation, painting, backsplash, flooring, or other work outside Contractor's scope, nor any governmental inspection or certificate of occupancy unless expressly identified in Contractor's Proposal as part of Contractor's scope. Substantial Completion is deemed to occur upon the earliest of: (i) Customer's occupancy or use of Contractor's Work; (ii) achievement of the applicable milestone above; or (iii) five (5) business days after Contractor provides written notice of Substantial Completion, unless Customer identifies in writing within that period specific incomplete items that materially prevent Contractor's Work from serving its intended purpose. Upon Contractor's completion of the items properly identified, Substantial Completion is deemed to have occurred without further notice, and Customer may not raise items that could have been identified in response to a prior notice. For projects with multiple rooms, areas, or phases, Contractor may determine Substantial Completion separately for each and invoice the corresponding portion of the final balance per area, or for the Work as a whole, at Contractor's discretion.

ARTICLE 1 — GENERAL PROVISIONS

1.1 Incorporation; Order of Precedence. These Terms are incorporated into every Contractor proposal, contract, invoice, change order, and authorization. If there is a conflict, the following order controls: (1) Signed Proposal/Contract (including exhibits), (2) Approved Change Orders, (3) Approved Shop Drawings/Fabrication Release/Production Authorization, (4) These Terms, (5) All other project communications. Notwithstanding the foregoing, Section 2.4 (Rate Validity) controls over any conflicting rate reference in any project document.

1.2 Acceptance; Electronic Signatures; PMS Records. Customer accepts and is bound by these Terms by: (a) signing (including e-signature), (b) approving in the PMS, (c) paying any invoice or retainer, or (d) directing Contractor to start or continue work in writing (email, text, or PMS message). Electronic signatures and electronic records are enforceable to the maximum extent allowed by law. PMS logs, approvals, messages, and document history may be used as business records to evidence authorization, scope, pricing, and timing.

1.3 Entire Agreement; Amendments. The signed Proposal/Contract plus these Terms and approved Change Orders constitute the entire agreement and supersede prior discussions or representations. Except as provided in Section 13.10 (Updates to Terms; Posted Terms), no modification, extension, or waiver of any term or of any payment obligation is effective unless made in a writing (including a PMS message, email, or text) by the party to be bound.

1.4 Commercial/GC Projects — Dual Execution. For commercial projects where a GC/CM issues a subcontract, Contractor's Proposal must still be executed (signed/approved) to define scope, inclusions, NIC, and commercial terms. Execution of a third-party subcontract does not waive Contractor's requirement that Contractor's Proposal and Terms govern Contractor's scope. If a GC does not sign and return Contractor's Proposal but directs or permits Contractor to commence work, commencement of work constitutes acceptance of Contractor's Proposal and these Terms, which shall govern all work performed.

1.5 Force Majeure. If events beyond a party's reasonable control (material shortages, labor issues, acts of God, government action, pandemics, etc.) make performance commercially unreasonable, the affected party is excused during the event. If the event continues more than sixty (60) days, either party may terminate by written notice. Customer remains responsible for all work performed and materials ordered or allocated up to termination.

1.6 Schedule; No Guaranteed Completion Date. There is no definitive timeframe for the completion of services, and multiple visits may be necessary. Any timeline provided is a planning estimate, not a guarantee. Work shall be completed within a reasonable time per industry standards. Scheduling is impacted by job complexity, site readiness, selections and approvals, lead times, inspections, trade coordination, and other factors beyond Contractor's control. Customer agrees Contractor is not liable for schedule impacts caused by the foregoing. Customer further acknowledges that Contractor's pricing is based on Contractor's discretion to schedule work efficiently, including selection of start times, end times, crew size, and sequencing. Contractor's standard work hours are daylight hours ending no later than 9:00 PM. Customer-imposed scheduling restrictions not disclosed in the Proposal — including but not limited to restricted work hours, access windows, staging limitations, required off-site breaks, or required advance notice beyond what Contractor determines necessary — may result in additional charges billed via Change Order per Article 3.

1.7 Property Access. Customer grants Contractor access to the property as needed to perform the agreed-upon services. Contractor shall provide such notice as is reasonable under the circumstances, which may be as short as same-day notice for scheduled work, verification visits, or emergency response. Customer shall not unreasonably restrict Contractor's access. Any Customer-imposed access restriction that materially impacts Contractor's schedule or pricing shall be addressed via Change Order per Article 3.

1.8 Project Media; Communications. By utilizing Contractor's services, Customer grants permission to use photos, descriptions, and videos of the project for Contractor's portfolio and promotional purposes. Contractor shall not publish Customer's name or address without separate written consent. Customer consents to receive project- and service-related communications. Marketing and promotional communications are optional: Customer may opt in to them separately, consent to receive marketing calls or texts is not a condition of purchase, and any such consent may be revoked at any time.

1.9 Privacy & Data Protection. Contractor does not sell Customer data. Contractor uses third-party software platforms to manage projects and communications and uses commercially reasonable safeguards for information within its control. Customer acknowledges no system can guarantee absolute security; Contractor shall not be held liable for data breaches, unauthorized access, or data loss caused by third-party software providers, criminal intrusion, or events beyond Contractor's reasonable control.

1.10 Subcontractors; "By Others."

(a) Contractor may perform its Work through subcontractors of its choosing. Warranties for work performed by Contractor's subcontractors are as provided by those subcontractors and passed through to Customer; Contractor remains Customer's point of contact for warranty administration on Contractor's Work.

(b) "By others" in any project document means work that is not Contractor's Work — work by Customer, Customer's general contractor, or trades Customer engages separately under Section 1.11. Work designated "by others" is NIC unless the Proposal expressly includes it.

(c) Stone, countertop, finishing, and similar fabricators and installers not requiring occupational licensure that Contractor engages for its own scope are Contractor's ordinary subcontractors — not "separately licensed trades" under Section 1.11 and not "by others."

1.11 Owner-Managed Project; Recommended Trades; Coordination Assistance.

(a) Owner-Managed Project. Unless a separately identified licensed general contractor is engaged, Customer shall retain control of and personally superintend and manage the overall project. Where applicable, Customer shall qualify for the owner-builder exemption, execute the required owner affidavit, obtain or ensure issuance of all required permits and approvals, and personally attend inspections when required by law.

(b) Licensed Trades. Except for trade work expressly identified in Contractor's Proposal as within Contractor's scope — which Contractor shall perform solely through appropriately licensed contractors — Customer shall directly select, engage, contract with, approve the work of, and pay all plumbers, electricians, HVAC contractors, gas contractors, and other separately licensed trades. Each trade shall be responsible for its own work, permits, inspections, code compliance, warranties, means and methods, and jobsite safety. Trades not requiring occupational licensure are addressed in Section 1.10(c) and are not "separately licensed trades" under this Section.

(c) Trade Recommendations. At Customer's request, Contractor may provide contact information for licensed trades with whom Contractor has previously coordinated. Any recommendation is provided solely for Customer's consideration and does not constitute a guarantee, warranty, hiring decision, or representation that the trade is Contractor's employee, agent, or subcontractor. Customer remains responsible for independently selecting the trade and confirming its current license, insurance, scope, price, and availability.

(d) Coordination Assistance. At Customer's request, Contractor may communicate cabinet, countertop, appliance, and installation requirements to Customer's trades; transmit Customer-approved scheduling information; identify sequencing requirements affecting Contractor's Work; arrange reasonable jobsite access; and notify Customer of apparent conflicts affecting Contractor's Work. Contractor's assistance does not include contracting for or paying separately engaged trades, controlling their means or methods, supervising their licensed work, approving their invoices or change orders, certifying their code compliance, or assuming Customer's responsibility to manage the overall project. All material project decisions remain subject to Customer's direction and approval.

(e) Coordination Fee. Contractor may charge a separately disclosed project-administration or coordination fee in the amount stated in the Proposal. The fee compensates Contractor for the administrative services identified above and does not make separately engaged trades Contractor's subcontractors or expand Contractor's responsibility for their work.

(f) Contractor's Own Work. Contractor remains responsible for the workmanship, code compliance, permits, inspections, and contractual obligations applicable to Contractor's cabinetry, millwork, countertop, and finish-carpentry Work.

(g) Incidental Fixture Replacement. As permitted by North Carolina law, Contractor may, incidental to its Work, disconnect, reconnect, or replace plumbing fixtures (such as sinks, faucets, disposals, and toilets) at existing, unaltered connections where no supply, drain, or vent piping is modified, relocated, or extended. Any work requiring modification, relocation, or extension of piping, or new connections, is licensed plumbing work subject to subsection (b).

1.12 Home Solicitation Cancellation Right. If this Agreement is signed by Customer at Customer's residence, or at any location other than Contractor's permanent place of business at 113 State Ave, STE 101, Clayton, NC 27520, and is for personal, family, or household purposes, Customer may cancel this Agreement by delivering written notice of cancellation to Contractor at the address above (by mail, email to contact@hatleyconstruct.com, or in person) no later than midnight of the third business day following the date Customer signs this Agreement, pursuant to N.C.G.S. Chapter 25A Article 4 and 16 C.F.R. § 429. Upon timely cancellation under this Section, Contractor shall refund all payments received within ten (10) business days, and any security interest arising out of the transaction will be canceled. This cancellation right does NOT apply to: (a) Agreements signed at Contractor's place of business; (b) Agreements for commercial or non-consumer purposes; or (c) emergency work for which Customer has furnished Contractor a separate, dated and signed statement in Customer's own handwriting describing the emergency, requesting immediate performance, and expressly waiving the right to cancel.

1.13 Notices. Any notice under these Terms shall be in writing and may be delivered by hand, U.S. Mail, email, text, or PMS message to the addresses or numbers associated with the project. Notice is effective upon delivery or, for electronic notices, upon transmission during normal business hours (otherwise the next business day).

ARTICLE 2 — ESTIMATES & PRICING

2.1 Estimate Nature. The provided estimate is an initial approximation, not a final guarantee. The ultimate cost may fluctuate, either upward or downward, following the finalization or negotiation of all project components. Final contract value may change due to selections, field conditions, scope changes, concealed conditions, or customer-directed revisions.

2.2 Proposal Validity. Unless otherwise stated, pricing is valid for thirty (30) days from proposal date.

2.3 Taxes. Customer is responsible for the payment of all applicable federal, state, and local taxes, fees, and assessments unless explicitly included in the Proposal.

2.4 Rate Validity; Current Shop Rates. Any hourly rate, unit rate, or per-unit price stated in an Estimate, Proposal, or Invoice is honored for sixty (60) days from the date of that document. Thereafter, Contractor's then-current standard shop rates apply to all work not yet performed, notwithstanding any rate figure printed in any Estimate, Proposal, or Invoice. This Section controls over any conflicting rate reference in any project document.

ARTICLE 3 — SCOPE OF WORK & CHANGE ORDERS

3.1 Defined Scope; NIC Doctrine. Contractor shall provide only the services explicitly defined in the signed Proposal/Contract, approved drawings, and approved selections, as updated by Change Orders. All items, work, materials, adjustments, coordination, repairs, modifications, or accommodations not explicitly listed in the Proposal/Contract or an approved Change Order are Not In Contract (NIC), regardless of their size, duration, or apparent simplicity. No assumptions shall be made. Customer requests for additions to scope, however minor, shall be handled exclusively through the Change Order process under this Article.

3.2 Change Order Categories. Change orders fall into two categories: (a) Fabrication Change Orders, which affect shop drawings, production, or materials after Fabrication Release; and (b) Site Change Orders, which affect installation, field conditions, or on-site scope.

3.3 Fabrication Change Orders. All Fabrication Change Orders shall require written approval prior to work proceeding. Written approval may be via signed Change Order, email, text, or PMS message confirming scope, pricing, and time impact; an "executed Change Order" as used in any project document includes each of these forms of approval. Fabrication Change Orders may result in additional costs, extended lead times, or the necessity to fabricate replacement components at Customer's expense. Fabrication Change Orders shall be invoiced upon execution and payment shall be due upon receipt.

3.4 Site Change Orders — Residential. Verbal authorization from Customer or Customer's designated on-site representative — given on site, by phone, or by voice message — is valid authorization for Site Change Orders. Work performed upon verbal authorization is deemed approved and billable upon performance. For verbally authorized work not yet performed, Customer may withdraw authorization only by written notice delivered before the work begins. Contractor shall record verbal authorizations in the PMS, by text, or by email within forty-eight (48) hours; the recorded authorization shall be conclusive unless Customer objects in writing with specifics within twenty-four (24) hours of the record. Contractor shall make reasonable efforts to communicate pricing prior to performing change order work; however, Customer acknowledges that field conditions may require immediate decisions. Contractor's record of a verbal authorization shall include a summary of the scope and either a price or a statement that the work is time-and-materials at Contractor's current shop rates, with a not-to-exceed amount where reasonably knowable; where no price was stated in the record, any dispute is limited to the reasonableness of the rates and hours charged. Changes may affect schedule and cost.

3.5 Site Change Orders — Commercial. For commercial projects, verbal authorization from Customer, GC, or their on-site representative shall be acceptable for Site Change Orders when immediate field decisions are required. If work is performed at the time verbal authorization is given, the change shall be deemed approved. Contractor shall either (a) invoice the change directly, or (b) follow up with written documentation, depending on the billing arrangement. If work is not performed immediately, Contractor shall document the change and proceed upon written confirmation; if no written objection is received within twenty-four (24) hours of documentation, the change shall be deemed approved and billable.

3.6 Customer-Requested Additions. Any addition to scope requested by Customer — whether at the jobsite, via text, email, PMS, or verbally to Contractor's personnel, and whether framed as an addition, a modification, a favor, a quick fix, or a while-you-are-here request — shall be billable. Contractor may, at its sole discretion, (a) price the addition via Change Order prior to performance, (b) perform the addition and invoice at Contractor's standard shop rates plus materials, or (c) decline the addition. Customer expressly waives any claim that work performed under this Section is non-billable, gratuitous, or included in the original scope. A Contractor courtesy or good-neighbor accommodation, if offered in writing, does not constitute a waiver of this Section for any other addition.

3.7 Change Order Corrections. Clerical or pricing errors in a Change Order may be corrected by a corrected Change Order, which supersedes the original upon execution. A correction does not reopen previously approved scope and does not constitute a new change.

ARTICLE 4 — SHOP DRAWINGS & PRODUCTION AUTHORIZATION

4.1 Shop Drawings & Engineering. Shop drawing and engineering services are included only when expressly stated in the Proposal. For standard residential cabinetry projects where a 50% retainer is received, initial shop drawings are included at no additional charge. For commercial clients with established relationships where retainers are not required, Contractor shall invoice 10% of the total contract value upon commencement of shop drawing development, due upon receipt. Initial drawings are typically developed from provided plans; field verification measurements shall be conducted when construction conditions allow, and drawings revised accordingly.

4.2 Pre-Contract Design Work. If Customer requests design, engineering, or shop drawing development prior to executing a contract, Customer agrees to pay for such services regardless of whether a final contract is executed. Pre-contract design invoices shall be due upon receipt and are non-refundable.

4.3 Production Authorization (Fabrication Release). Once Customer approves shop drawings and provides written Fabrication Release (PMS approval or signed release), fabrication begins. After Fabrication Release, changes shall be handled as Fabrication Change Orders per Article 3.3 and may require re-fabrication, additional lead time, and additional cost. Shop drawings and production files shall not be released for production approval until all invoices for design, engineering, materials, and shop drawing development are paid in full. Once Fabrication Release is provided, Customer acknowledges and agrees to pay for fabricated components in full, even if changes to layout, project scope, or site conditions occur after fabrication that render components unable to be installed as originally planned.

4.4 Responsibility for Deviations. If fabricated components materially deviate from the most recently approved shop drawings due to Contractor error, Contractor shall correct at its expense. If deviation is caused by site conditions, trade interference, or Customer changes, Contractor shall submit a Change Order per Article 3.3 (Fabrication Change Orders) or Article 3.4/3.5 (Site Change Orders) as applicable.

4.5 Mobilization/Installation Start. Unless otherwise agreed, Contractor shall not mobilize or commence installation until required payments under Article 5 are received. Contractor shall not mobilize until at least fifty percent (50%) of the total contracted amount has been received, unless Contractor and Customer have an established relationship in good faith, which shall be treated on a case-by-case basis.

4.6 Design Revisions. Design, engineering, and shop-drawing revisions requested by Customer beyond the initial drawing set and one (1) revision round are billable at Contractor's standard shop rates, whether or not fabrication proceeds. Revision invoices are due upon receipt.

4.7 Design Freeze. The design is frozen upon the earliest of: (a) commencement of field verification measurements; (b) commencement of demolition or other site work by Contractor; or (c) Fabrication Release. After Design Freeze, Customer-requested redesigns, layout changes, or reconfigurations are not ordinary revisions under Section 4.6: they require a written Change Order and shall be billed at one hundred fifty percent (150%) of Contractor's standard shop rates for all design, engineering, and drawing time, plus all resulting costs, including re-measurement, re-engineering, schedule impacts, remobilization, and materials ordered or work performed that is rendered unusable. Contractor may decline any post-freeze redesign that, in Contractor's judgment, compromises fabrication, the schedule, or the integrity of work already performed. Redesign after Fabrication Release remains governed by Section 4.3.

4.8 Design Files; Ownership. All design files, shop drawings, engineering, and production files are and remain Contractor's intellectual property. Upon payment in full for the associated design services, Customer receives a license to use the delivered drawings for this Project only; resale, reuse on other projects, or fabrication by other shops requires Contractor's prior written license. Drawings and production files shall not be released to Customer or third parties while any balance for design, engineering, or shop-drawing services remains unpaid.

ARTICLE 5 — PAYMENT TERMS

Payment for all services rendered by Contractor shall be governed by this Article. Unless otherwise stated in writing, all invoices shall be due upon receipt. Extended payment terms, including but not limited to Net 7, Net 30, or other arrangements, are not automatic and shall only be extended at Contractor's sole discretion, in writing, on a case-by-case basis. Extended terms are typically reserved for established commercial clients or repeat customers with a history of timely payment. Contractor may revoke extended payment terms by written notice; revocation applies prospectively to future invoices, except that if Customer is in default, has provided materially inaccurate credit information, or presents a material credit risk, all outstanding invoices shall become due upon receipt immediately.

Contractor's standard billing date is the 25th of each month. Progress payments, change orders, and monthly billings may be invoiced on this date. Invoices may also be issued at any time at Contractor's discretion based on project milestones, material deliveries, or work performed.

5.1 Initial Payment (Retainer). An initial payment of fifty percent (50%) of the contract value (the "Initial Payment" or "Retainer") is required for all projects, residential and commercial, prior to commencement of measurements, shop drawing development, or material ordering. The Initial Payment represents Contractor's reservation of production capacity, design and engineering labor, project-specific material procurement, and scheduling commitment. This requirement may only be waived at Contractor's sole discretion in writing, based on an established relationship and history of timely payment. Unless explicitly granted in writing, no payment terms other than due upon receipt shall apply.

5.2 Progress Payments. A 30% progress payment, calculated from the original contract value, shall be due upon the occurrence of the applicable milestone(s) as follows:

(a) Cabinetry Projects. For projects involving cabinetry fabrication, progress payment shall be due upon delivery of cabinetry to site.

(b) Stone Projects. For projects involving stone countertops, showers, or similar materials, progress payment shall be due upon the earliest of: (i) delivery of stone materials to site, (ii) commencement of stone installation, or (iii) completion of templating for stone prior to stone fabrication.

(c) Installation Projects. For projects not involving cabinetry delivery or stone materials, progress payment shall be due upon commencement of installation.

(d) Multiple Milestones. For projects involving multiple categories above, progress payments may be invoiced separately as each milestone is reached, or combined at Contractor's discretion.

5.3 Final Balance. A 20% final balance, calculated from the original contract value, shall be due upon Substantial Completion (as defined in these Terms, including the trade-specific milestones and deemed-occurrence provisions) and prior to scheduling of final walkthrough or punch list closeout. Where the Work includes multiple rooms, areas, or phases, Contractor may invoice the corresponding portion of the final balance as each area reaches Substantial Completion. Final balance shall include all approved change orders and extras, whether authorized verbally or in writing, that were not previously invoiced.

5.4 Commercial Payment Terms. For commercial projects or established clients, progressive billing structures or alternative payment terms may apply as specified in writing. Contractor may invoice monthly for work performed and materials delivered during the billing period, with invoices typically issued on or around the 25th of each month. For commercial clients with extended terms, invoices issued on the 25th shall be due per the agreed terms; failure to pay within the extended terms shall constitute grounds for a stop work order per Article 12.

5.5 Change Order Billing. Change orders shall be invoiced at Contractor's sole discretion at any of the following times: (a) immediately upon execution of the change order, with payment due upon receipt; (b) on the 25th of the month following approval, with payment due per applicable terms; or (c) at project completion with supporting documentation, included in the final balance. Unpaid change order invoices may constitute grounds for stop work order or withdrawal per Article 12.

5.6 Non-Refundable Initial Payment. Customer's right to cancel this Agreement and receive a refund of the Initial Payment is governed by Section 1.12 (Home Solicitation Cancellation Right) where that Section applies; during that cancellation period, all payments are refundable in full as provided in Section 1.12. Following expiration of the Section 1.12 cancellation period — or immediately upon execution, if Section 1.12 does not apply (including any Agreement signed at Contractor's place of business or for commercial or non-consumer purposes) — the Initial Payment shall become non-refundable, subject only to refund at Contractor's sole discretion. Customer acknowledges that upon receipt of the Initial Payment, Contractor begins allocating design labor, production slots, and material procurement, and the Initial Payment reflects Contractor's reasonable estimate of damages if Customer cancels after the Section 1.12 period.

5.7 Refund Processing. If a refund is granted at Contractor's sole discretion, processing shall require no less than fourteen (14) business days from the date refund is approved in writing, and Contractor shall not be obligated to expedite refunds; provided, refunds required under Section 1.12 shall be issued within ten (10) business days of timely cancellation.

5.8 Late Payment; Stop Work; Withdrawal. Overdue invoices shall bear interest at one and one-half percent (1.5%) per month (18% per annum), accruing monthly from the due date until paid in full, this rate being expressly agreed in writing by the parties pursuant to N.C.G.S. § 24-1 et seq., or the maximum rate permitted by North Carolina law, whichever is less. Interest applies to amounts later disputed but determined to be owed. Contractor reserves the right to issue a stop work order or withdraw from the project if payment terms are not met, per Article 12. Contractor shall not incur any back charges, offsets, or deductions due to lack of payment on Customer's behalf.

5.9 Non-Contingent Payment. Payment shall be due regardless of owner funding, third-party approvals, lender draws, inspection delays, or other conditions outside Contractor's control, including insurance claim proceeds, adjuster approvals, supplements, and depreciation releases. Contractor is not a party to Customer's insurance policy, does not bill or negotiate with insurers, and Customer's recovery or non-recovery from any insurer has no bearing on amounts due Contractor. Delays in client or third-party payments shall not relieve Customer of payment obligations to Contractor.

5.10 Retainage. No retainage shall be withheld from any payment to Contractor, residential or commercial, unless expressly stated in the signed Proposal. Where retainage is expressly agreed on a commercial project: (a) it shall not exceed five percent (5%); (b) it shall not be withheld against materials, stored materials, or the Initial Payment; (c) it shall be released no later than thirty (30) days after Substantial Completion of Contractor's scope; and (d) no withholding for punch list items shall exceed one hundred percent (100%) of the reasonable value of the item. Retainage or holdback terms in any third-party subcontract exceeding these limits are rejected unless Contractor separately agrees in writing.

5.11 Invoice Disputes; Account Stated. Each invoice is deemed accepted unless Customer delivers written notice of dispute, identifying the specific items and grounds, within ten (10) days of the invoice date. A dispute as to part of an invoice does not excuse timely payment of the undisputed balance.

5.12 Final Walkthrough; Punch List. Upon receipt of the final balance, Contractor shall schedule a final walkthrough at a mutually reasonable time. For commercial projects, Contractor shall schedule the final walkthrough within five (5) business days (excluding federal holidays) of receipt of the final balance, or as mutually agreed. Customer shall deliver any punch list in writing within five (5) business days after the walkthrough (or after notice of Substantial Completion, if Customer declines to schedule a walkthrough). Contractor shall correct valid punch items within a reasonable time, with reasonable access provided by Customer. Punch list items shall not delay Substantial Completion or justify withholding any payment. Punch list closeout occurs when the listed items are completed, or when Customer fails to provide reasonable access or a timely written list.

ARTICLE 6 — SITE CONDITIONS & INSTALLATION

Contractor's scope assumes site conditions meeting the tolerances and requirements set forth in this Article, consistent with ANSI/AWI 0620-2024 (Finish Carpentry/Installation) and related AWI Standards. Customer is responsible for ensuring the jobsite is prepared and maintained accordingly. Any site preparation, remediation, or correction of conditions not meeting the standards below is NIC unless explicitly included in the Proposal/Contract. Contractor shall not be held liable for installation results affected by site conditions that exist prior to or occur after Contractor's work, including but not limited to conditions created or left by other trades.

6.1 Jobsite Readiness. Customer shall ensure the jobsite is safe, accessible, clean, and ready for Contractor's work. The following shall be completed prior to Contractor's arrival: (a) all rough-in work for plumbing and electrical; (b) HVAC system fully operational and actively conditioning the space to maintain controlled relative humidity continuously; (c) stable power sufficient for tools and equipment; (d) clear and unobstructed access to work areas; and (e) removal of debris, materials, and personal property from work areas. Sheetrock shall be flush to blocking and studs where millwork is to be installed.

6.2 Environmental Conditions; Effect on Warranty. Wood, finish materials, and adhesives are sensitive to humidity and temperature fluctuations. Consistent with AWI 200 (Care & Storage), Customer shall maintain climate control consistent with normal residential occupancy standards (temperature between 65°F and 75°F, relative humidity between 30% and 50%) for a minimum of seventy-two (72) hours prior to delivery, continuously during installation, and continuously thereafter. Failure to maintain controlled temperature and relative humidity prior to, during, or after installation voids warranty coverage for damage caused or materially contributed to by the noncompliant conditions — including but not limited to warping, cracking, delamination, finish failure, or adhesive failure — and such damage shall be the sole responsibility of Customer.

6.3 Site Tolerances — Prerequisite Conditions. Contractor's scope assumes the following site tolerances consistent with AWI standards. In the absence of specification in contract documents, floor, wall, ceiling, and opening variations in excess of the following are not acceptable for the installation of product and it is not the responsibility of Contractor to scribe or fit to conditions exceeding these tolerances:

(a) Floors. Floors shall be level within 1/4" (6.4 mm) in 8 feet (2438 mm) in any direction.

(b) Walls. Walls shall be plumb within 1/4" (6.4 mm) in 8 feet (2438 mm) in height.

(c) Corners. Corners shall be square within 1/4" (6.4 mm) in 3 feet (914 mm).

(d) Ceilings. Ceilings shall be level within 1/4" (6.4 mm) in 8 feet (2438 mm) in any direction.

(e) Openings. Openings shall be plumb, level, flat, straight, and square within 1/4" (6.4 mm) in 8 feet (2438 mm).

Deviations exceeding these tolerances that require scribing, shimming, filler strips, wall correction, rework, or coordination with other trades shall be addressed via Change Order per Article 3. If Customer or GC directs Contractor to proceed with installation despite site conditions exceeding tolerances, Customer accepts full responsibility for resulting fit, finish, and aesthetic outcomes, and Contractor shall not be held liable for any deficiencies caused by such conditions.

6.4 Installation Tolerances — Contractor Standards. Contractor shall install product plumb and level within 1/8" (3.2 mm) in 8 feet (2438 mm), consistent with ANSI/AWI 0620-2024 Custom Grade standards. Minor adjustments using shims, scribes, or filler pieces are standard practice and shall not constitute a defect. Tolerances for gaps and flushness shall be in accordance with AWI standards for the applicable product type.

6.5 Site Access. Pricing assumes direct access to the jobsite. An elevator shall be available, or a lift provided and operated by Customer or GC, to move material to upper floors. Contractor assumes no responsibility for damage to millwork or property that occurs from moving millwork to upper floors by stairs. Additional costs for lack of direct access, including but not limited to additional labor, equipment, or time, shall be billed via Change Order.

6.6 Field Verification. Custom cabinetry and millwork are manufactured to approved field measurements. Contractor shall conduct field verification measurements when site conditions allow. Any discrepancies between field conditions and approved shop drawings discovered after manufacturing shall be the Customer's responsibility unless caused by Contractor error per Article 4.4. Customer acknowledges that concealed conditions, incomplete construction, or changes by other trades after field verification may result in discrepancies requiring Change Orders.

6.7 Unprepared Site; Directed Installation. If Contractor arrives on site and conditions do not meet the requirements of this Article, Contractor may, at its sole discretion: (a) proceed with work and submit a Change Order for additional labor, materials, or time required; (b) reschedule and invoice a trip charge; or (c) decline to commence work until conditions are remedied. If Customer or GC directs Contractor to proceed with installation despite conditions not meeting the requirements of this Article, such direction shall constitute acceptance of the conditions as-is. Customer shall be solely responsible for any deficiencies, additional work, or aesthetic outcomes resulting from installation under such conditions, and Contractor shall have no liability therefor. Directed installation under non-compliant conditions shall void all warranties related to the affected work.

6.8 Pre-Installation Documentation. Contractor may photograph and document site conditions prior to commencing work. Such documentation may be used to evidence site conditions, trade damage, or conditions outside Contractor's control.

6.9 Protection of Work. Customer shall protect installed work from damage by other trades, occupants, or environmental conditions after installation. Damage to installed work caused by others shall not be covered under warranty and shall be repaired at Customer's expense via Change Order.

6.10 Exclusions from Installer Responsibility. Consistent with ANSI/AWI 0620-2024, the following are NIC and are not the responsibility of Contractor unless explicitly included in the Proposal/Contract: (a) correction of existing jobsite conditions required for installation; (b) site-applied primers, stains, or other finish coatings for non-factory-finished product; (c) filling nail or screw holes in unfinished or primed product; and (d) caulking to fill voids between product and pre-existing surfaces (Contractor caulks millwork to itself only).

ARTICLE 7 — MATERIALS & SELECTIONS

Materials, hardware, and construction methods shall be per Proposal specifications. Customer selections and approvals are required prior to material ordering. No material orders shall be placed until all selections are finalized and confirmed in writing. Selections shall be conducted through Contractor's selection process at Contractor's showroom. Unless otherwise specified in the Proposal, Customer shall not provide materials for installation; all materials shall be sourced through Contractor's selection process. Plumbing fixtures shall be sourced from Carolina Plumbing Supply or Contractor-sourced equivalent. Tile shall be sourced from Dal Tile or Contractor-sourced equivalent. All other project materials, including but not limited to countertops, hardware, and finish materials, shall be sourced by Contractor. Customer-provided materials require prior written approval from Contractor and are installed at Customer's risk; Customer warrants their fitness and condition, and defects in or failures of Customer-provided materials are NIC and carry no Contractor warranty.

7.1 Standard Cabinet Construction — Residential. Unless otherwise specified in the Proposal, residential cabinet construction shall include:

(a) Case Construction. UV finished birch plywood case construction with PVC color-matched edgebanding (0.5mm to 2mm).

(b) Hinges. Blum self-closing concealed hinges with Blumotion soft-close add-on included standard for residential projects.

(c) Drawer Boxes. Rubberwood drawer boxes with standard butt joint construction. Dovetail drawer box construction available at additional cost.

(d) Drawer Slides. Blum Tandem undermount slides with Blumotion soft-close standard for residential.

(e) Hardware. Berenson standard wire pulls included. All other hardware selections, including sourced hardware from other suppliers, shall be subject to upcharge.

(f) Interior Accessories. When interior accessories such as pullouts, organizers, or similar components are included in the Proposal, Contractor shall provide the accessory and all associated components (e.g., trash cans, bins, inserts) required for function.

7.2 Standard Cabinet Construction — Commercial. Unless otherwise specified in the Proposal, commercial cabinet construction shall include:

(a) Case Construction. Melamine case construction for commercial casework with PVC color-matched edgebanding (0.5mm to 2mm).

(b) Hinges. Blum self-closing concealed hinges standard for commercial projects. Blumotion soft-close add-on available at additional cost.

(c) Drawer System. Blum Metabox drawer system standard for commercial casework.

(d) Hardware. Berenson standard wire pulls included. All other hardware selections, including sourced hardware from other suppliers, shall be subject to upcharge.

(e) Casework Type. Commercial casework construction (plastic laminate case, melamine interior) vs. residential-style construction (wood case, finished interior) shall be as specified in Proposal. If not specified, Contractor shall default to construction method appropriate for the application and submit for approval.

(f) Interior Accessories. When interior accessories such as pullouts, organizers, or similar components are included in the Proposal, Contractor shall provide the accessory and all associated components required for function.

7.3 Substitutions. Substitutions may occur if a specified item is unavailable. Contractor shall seek Customer approval for material substitutions that materially affect appearance or performance. Products purchased through Hatley Construction & Repair LLC or any of its affiliates and used commercially may be subject to different product warranties than residential applications.

7.4 Selections Required. Contractor shall not order customer-facing finishes until Customer confirms selections in writing. Customer-facing finishes requiring written approval include but are not limited to: plastic laminate, melamine, wood veneer, stain colors, paint colors, countertop materials, edge profiles, and hardware selections.

7.5 Plastic Laminate. Unless otherwise specified, plastic laminate pricing is based on standard brands (Nevamar, Wilsonart, Formica, or equivalent). Standard pricing includes up to three (3) laminate colors per project. Additional colors beyond three shall be subject to upcharge. Laminate must have matching PVC available for edges; solid color edging shall be required for pattern laminate that has no matching PVC available.

7.6 Paint Finishes. Contractor maintains a standard color palette for painted finishes. Standard pricing includes one (1) paint color per project, selected from Contractor's standard palette or the Sherwin-Williams color library. Clear coat finish is not included in the one-color standard and is priced separately. Clear coat is standard for dovetail drawer box interiors and other interior finished surfaces where specified. Custom color matching outside the Sherwin-Williams library shall require upcharge for color development, sampling, and material sourcing. Projects requiring more than one (1) paint color shall be subject to upcharge for additional setup, material, and labor.

7.7 Allowances. If Customer selections exceed stated allowances, Customer shall be responsible for additional costs. Allowance overruns shall be handled via Change Order per Article 3.

7.8 Lead Times. Customer acknowledges that material lead times vary and may affect project scheduling. Delays in Customer selections shall not be cause for claims against Contractor for project delays.

7.9 Material Escalation. Pricing in the Proposal is based on material costs at time of proposal. If Customer delays contract execution, retainer payment, selections, or approvals beyond thirty (30) days from proposal date, Contractor reserves the right to adjust pricing to reflect material cost increases incurred after the proposal date. Material escalation adjustments shall be documented with vendor pricing and submitted via Change Order per Article 3. Customer shall be responsible for material cost increases resulting from Customer-caused delays.

ARTICLE 8 — EXCLUSIONS (NIC)

All items not explicitly included in the Proposal/Contract or a Change Order are NIC. No assumptions shall be made.

8.1 Exclusions. Unless explicitly included in the Proposal/Contract or a Change Order, the following are NIC:

(a) Painting, patching, priming, back priming, sealing, or finishing unless specified in Proposal.

(b) Flooring repairs or modifications.

(c) Electrical work and connections, including under-cabinet lighting systems and wiring.

(d) Plumbing work and connections, except incidental fixture replacement per Section 1.11(g) where expressly included in the Proposal.

(e) HVAC work and connections.

(f) Framing and blocking.

(g) Overtime, after-hours work, or accelerated scheduling not agreed upon prior to Proposal.

(h) Caulking to walls. Contractor caulks millwork to itself only.

(i) Glass, glazing, and mirrors.

(j) Metal components, including metal blocking or bracing for millwork.

(k) Wood doors and wood windows.

(l) Partitions, including toilet partitions.

(m) Chalk boards, cork boards, and bulletin boards.

(n) Site protection, general cleanup, and disposal; provided, Contractor shall remove debris and packaging generated by Contractor's own Work.

(o) Permits and regulatory fees (see Section 1.11).

(p) Payment and performance bonds.

(q) Expedited freight.

(r) Any work not explicitly listed in the Proposal/Contract.

ARTICLE 9 — UNFORESEEN CONDITIONS

9.1 Concealed Conditions. If concealed structural, plumbing, electrical, or other conditions are discovered during the course of work, Contractor shall notify Customer and issue a Change Order per Article 3 prior to proceeding with affected work.

9.2 Emergency Action. If immediate action is required to prevent damage, unsafe conditions, or work stoppage arising from conditions not caused by Contractor, Contractor may proceed without prior approval for work not exceeding $750 per occurrence. Emergency conditions shall be determined at the sole discretion of Contractor's on-site personnel based on their professional judgment. Where conditions reasonably allow, Contractor shall attempt to contact Customer (call, text, or PMS message) before proceeding. Contractor shall make reasonable efforts to photograph and document the condition and action taken and shall submit a Change Order within seventy-two (72) hours. Failure to notify Customer within seventy-two (72) hours shall not waive Contractor's right to bill for emergency work performed, provided the condition was emergent and action was necessary. In the event that documentation or photographs are not available due to the nature or urgency of the emergency, Contractor's professional description of the condition and work performed shall be sufficient basis for billing. Customer agrees to accept Contractor's reasonable description of emergency work in the absence of photographic documentation.

9.3 Emergency Work Stoppage. Contractor is not obligated to correct all emergency conditions and continue work. If an emergency condition requires correction by a licensed professional or exceeds Contractor's scope, Contractor may stop work until the appropriate professional corrects the condition. Work stoppage due to emergency conditions discovered on site shall not relieve Customer of responsibility for remobilization charges, trip charges, schedule delays, or other costs incurred by Contractor. Contractor may offer to provide repair or correction services for emergency conditions; however, such work shall be estimated separately and treated as a separate scope of work outside the original contract.

9.4 Contingency Recommendation. Contractor recommends Customer allocate a contingency reserve of 15-20% of total project cost (not included in contract value) for older homes, remodels, or projects with unknown conditions to account for unforeseen conditions or Customer-directed changes.

9.5 Hazardous Materials. If asbestos, lead, mold, or other hazardous or regulated materials are discovered or reasonably suspected, Contractor may stop work immediately. Testing, abatement, and remediation are NIC and shall be performed by Customer's qualified specialists. Contractor shall resume work upon written clearance, with remobilization and schedule impacts handled via Change Order per Article 3.

ARTICLE 10 — WARRANTY

10.1 Coverage. Contractor provides a one (1) year limited warranty against defects in workmanship and fabricated components (cabinet boxes, doors, drawer fronts, and countertops), effective upon Substantial Completion. Contractor's obligation to perform warranty service is suspended while any balance due Contractor remains unpaid; the warranty period is not extended by any such suspension. Warranty determinations shall be made by Contractor based on reasonable inspection and the standards set forth in these Terms.

10.2 Acclimation Period. Customer shall occupy and utilize the space under normal residential conditions for a minimum of thirty (30) days from Substantial Completion prior to submitting non-urgent warranty claims; claims shall be accepted beginning the first business day of the month following the 30-day acclimation period. This acclimation period does not apply to: (a) defects identified at the final walkthrough or on a timely punch list, which are handled through the punch list process (Section 5.12); or (b) urgent, concealed, or actively worsening defects, which may be reported immediately.

10.3 Claims Process. Claims must be submitted in writing to warranty@hatleyconstruct.com with photos and description of the issue. Contractor shall inspect and address valid warranty items during normal business hours with reasonable access provided by Customer.

10.4 Exclusions. Warranty excludes:

(a) Pre-existing conditions, including but not limited to gas lines, structural defects, and utility systems.

(b) Damage caused by others, including work performed by Customer's independent contractors or subcontractors.

(c) Misuse, abuse, or negligence.

(d) Improper site conditions or site conditions differing from those present during initial assessment.

(e) Damage caused or materially contributed to by failure to maintain climate control per Section 6.2.

(f) Routine maintenance, normal wear and tear.

(g) Natural variations in wood grain, color, or texture within manufacturer tolerances.

(h) Items not supplied or installed by Contractor.

(i) Toe-kick registers, vents, or other components not installed by Contractor.

(j) Areas where excessive moisture exposure occurs.

(k) Courtesy work or enhancements not explicitly contracted. Such work does not establish precedent for future warranty or service obligations.

(l) Damage after delivery if Contractor is not the installer.

10.5 Non-Warranty Service. Refabrication or service for items not covered under warranty shall be billable at Contractor's standard shop rates.

10.6 Right to Cure. Customer shall provide Contractor written notice of any claimed defect and a reasonable opportunity to inspect and cure before engaging any third party to repair, replace, or modify the affected work. Third-party repair or modification of warranty items without such notice and opportunity voids warranty coverage for the affected work.

10.7 Disclaimer of Implied Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITED WARRANTY STATED IN THIS ARTICLE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNDER N.C.G.S. §§ 25-2-314 AND 25-2-315, AND, TO THE EXTENT THEY WOULD OTHERWISE APPLY AND MAY LAWFULLY BE DISCLAIMED, ANY IMPLIED WARRANTY OF WORKMANLIKE CONSTRUCTION OR HABITABILITY. CONTRACTOR'S SOLE OBLIGATION AND CUSTOMER'S EXCLUSIVE REMEDY UNDER THIS WARRANTY SHALL BE REPAIR OR REPLACEMENT AT CONTRACTOR'S OPTION. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY WARRANTY CLAIM.

10.8 Termination of Warranty Upon Collection Action. Warranty service is performed in person, at Customer's property, by Contractor's personnel, and depends on a cooperative working relationship between the parties. If Customer's failure to pay amounts due under this Agreement causes Contractor to incur any cost of collection — including referral of the account to an attorney or collection agency, issuance of a demand through counsel, commencement of an action to enforce a lien claim, or the filing of any civil action or arbitration — then ALL warranty coverage under this Article 10 terminates permanently as of the date such cost is first incurred, including any warranty claim then pending, submitted, or previously accepted but not yet performed. Warranty coverage shall not be reinstated by any subsequent payment, settlement, judgment, or satisfaction of the debt, unless Contractor expressly agrees to reinstatement in writing. Termination under this Section does not extinguish any third-party manufacturer's product warranty on components and products incorporated into the Work (for example, hardware manufacturers such as Blum, panel system manufacturers such as Wetwall, and plumbing or lighting fixture manufacturers), which Customer may pursue directly with the manufacturer under the manufacturer's own terms. Cabinetry and millwork fabricated by Contractor carry no warranty other than the warranty in this Article 10, and upon termination under this Section no warranty of any kind remains on Contractor-fabricated items. Following termination, Contractor shall have no obligation to administer, coordinate, submit, or facilitate any manufacturer warranty claim (notwithstanding Section 1.10(a)), and no obligation to perform, quote, or supervise any labor associated with any warranty work, manufacturer or otherwise, on the Project. This Section does not limit Contractor's right to suspend warranty service under Section 10.1 while any balance remains unpaid.

10.9 Condition at Completion; Photographic Record. Contractor documents the condition of the completed Work by photographs taken at or about Substantial Completion. Cosmetic and surface conditions — including gouges, scratches, dents, chips, and finish damage — are conclusively deemed to reflect the condition of the Work at completion as shown in Contractor's photographic record. Cosmetic or surface damage not identified at the final walkthrough or on a timely punch list, and not shown in Contractor's completion photographs, is presumed to have occurred after completion from causes other than Contractor's workmanship — including occupancy, pets, cleaning, moving of appliances or furnishings, or third parties — and is excluded from warranty coverage under Section 10.4.

ARTICLE 11 — LIABILITY & INDEMNIFICATION

11.1 Limitation of Liability. Except for liability arising from Contractor's fraud or willful misconduct, or for personal injury or damage to tangible property to the extent caused by Contractor's negligence, Contractor's total liability under this Agreement shall not exceed the amounts actually paid to Contractor under the contract. Contractor shall not be liable for consequential, indirect, special, punitive, or exemplary damages including but not limited to lost profits, loss of use, or business interruption.

11.2 Indemnity. Contractor shall indemnify only for claims resulting from its own sole negligence. Contractor shall not be responsible for concealed conditions, third-party actions, trade interference, or Customer failure to maintain required site conditions. Those impacts are addressed via Change Order.

ARTICLE 12 — TERMINATION & WITHDRAWAL

12.1 Right to Withdraw. Contractor may suspend work or withdraw from the project for cause, including non-payment, unsafe site conditions, lack of access, Customer interference, material breach, or other issues that in Contractor's reasonable and good faith judgment prevent successful project execution. Contractor shall provide written notice when practicable. Customer shall remain responsible for work performed and costs incurred to date.

12.2 Withdrawal Consequences. Upon withdrawal for cause, Contractor shall not be obligated to return to the project. Contractor shall retain all retainers and payments received. Contractor may invoice for any unpaid balance for work performed, materials ordered or allocated, and costs incurred. No refunds shall be issued upon withdrawal for cause.

12.3 Non-Payment. Contractor may immediately stop work if payments are not provided when due. Restart is subject to schedule availability and remobilization cost.

12.4 Termination for Convenience.

(a) By Customer. Customer may terminate for convenience upon thirty (30) days written notice. Upon such termination, Customer shall pay: (i) all work performed through the termination date; (ii) materials ordered or allocated, including restocking charges where applicable; (iii) reasonable demobilization and administrative costs; and (iv) a cancellation charge equal to fifteen percent (15%) of the remaining contract value, which the parties agree is a reasonable estimate of Contractor's scheduling losses, reserved production capacity, and lost opportunity, amounts that are difficult to quantify. Amounts previously paid to and retained by Contractor shall be credited against the total due under this subsection.

(b) By Contractor. Contractor may terminate for convenience upon thirty (30) days written notice. Upon such termination, Customer shall pay only items (i) through (iii) above, and no cancellation charge shall apply.

ARTICLE 13 — LEGAL TERMS

13.1 Lien Rights; No Setoff. Contractor retains full lien rights under North Carolina law. Contractor shall not execute lien waivers until payment has been received and cleared. Conditional lien waivers may be provided upon request; unconditional lien waivers shall only be provided after funds have cleared Contractor's account. Customer shall not assert, file, or permit any lien, attachment, or encumbrance against Contractor's tools, equipment, materials not yet incorporated into the work, or other property of Contractor, and shall not withhold, offset, or deduct amounts from payments due except as expressly permitted by an approved Change Order or credit issued by Contractor.

13.2 Governing Law; Venue. This Agreement is governed by North Carolina law. All disputes shall be resolved through litigation in the Superior Court of Wake or Johnston County, North Carolina, at Contractor's election.

13.3 Jury Trial Waiver. To the extent permitted by law, both parties waive the right to a jury trial in any dispute arising from this Agreement.

13.4 Attorney's Fees; Collection. On any account or invoice collected by or through an attorney after default, Customer shall pay reasonable attorneys' fees of fifteen percent (15%) of the outstanding balance as permitted by N.C.G.S. § 6-21.2, together with court costs and collection costs to the maximum extent permitted by law, following any notice required by that statute. For business contracts within the meaning of N.C.G.S. § 6-21.6, the parties agree to reciprocal attorneys' fees as set forth in that statute, and the prevailing party in any dispute shall be entitled to recover its reasonable attorneys' fees and expenses.

13.5 Collection Costs. Payments not received per agreed schedule may incur additional charges, collection costs, legal fees, and interest to the maximum extent permitted under North Carolina law.

13.6 Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

13.7 Claim and Cure. Except for Contractor's collection of amounts due, emergency relief, or actions necessary to preserve lien or statutory deadlines, a party shall, before initiating litigation, deliver written notice of the claimed breach and allow fifteen (15) business days for cure or a written response.

13.8 Assignment; Successors. This Agreement binds and benefits the parties' successors and permitted assigns. Customer may not assign this Agreement without Contractor's prior written consent. Contractor may assign this Agreement to an affiliate or successor in interest.

13.9 Survival. Payment obligations, warranty provisions, indemnities, limitations of liability, intellectual property provisions, and lien rights survive completion, expiration, or termination of this Agreement.

13.10 Updates to Terms; Posted Terms. Contractor maintains the current version of these Terms, identified by version number and effective date, on Contractor's website at hatleyconstruct.com/terms (or such successor location as Contractor may designate) (the "Posted Terms"). Customer acknowledges and agrees that Contractor updates these Terms from time to time and that updated versions are made effective by posting to that location. Updates apply as follows: (a) the version of these Terms in effect on the date Customer signs a Proposal/Contract governs that Proposal/Contract and all Change Orders and Work performed under it, and no later update changes the price, scope, schedule, or payment terms of signed Work, which may be modified only as provided in Section 1.3 and Article 3; (b) each new Proposal/Contract, work order, or engagement Customer signs or accepts after an updated version is posted is governed by the then-current Posted Terms, and Customer's execution or written acceptance of that document constitutes acceptance of that version; (c) if a signed document references Contractor's Terms & Conditions without identifying a version, the Posted Terms as of the date of Customer's signature apply; and (d) updates that are purely administrative (such as Contractor's contact information, notice addresses, or formatting corrections) take effect upon posting and apply to existing Agreements only to the extent they do not materially alter either party's rights or obligations. Contractor retains prior versions of these Terms and will provide the version applicable to Customer's Agreement upon written request.

ACCEPTANCE

By signing or approving the Proposal/Contract (including via the PMS), paying any amount, or authorizing work to proceed in writing, Customer acknowledges receipt and acceptance of these Terms.

Warranty: warranty@hatleyconstruct.com | Office: 919-879-0639

Hatley Customer Terms & Conditions — Version 7.3 — Effective 2026-08-07