TERMS & CONDITIONS

OF SALES

ZUERN BUILDING PRODUCTS, INC. TERMS AND CONDITIONS OF SALE

These Terms and Conditions may be amended, supplemented or replaced from time to time without further notice.

Definitions
“Seller” shall mean Zuern Building Products, Inc., a Wisconsin corporation. “Buyer” shall mean the individual or entity so identified in Seller’s Invoice or order acknowledgement.

Complete Terms
Sales by Seller are governed by these terms and conditions, unless the parties have executed a written agreementamending these terms and conditions prior to sale. All of Sellers offers of sale are conditioned upon Buyers acceptance of all, and only, these terms. Any additional or different terms in Buyers forms or other documents, are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. This is the final and complete expression of all terms and conditions of the agreement. Any representation, promises, warranties or statements, including oral statements, not reduced to writing, that are not contained herein are void.

Taxes
All sales tax, excise taxes, or other forms of taxes levied against the transaction shall be paid by Buyer over and above all other sums Buyer is or may become obligated to pay hereunder.

Force Majeure
Seller shall be free from any liability for delay or failure of delivery arising from strikes, lockouts, labor troubles of any kind, accidents, perils of sea, fire, earthquake, hurricane, tornadoes, other acts of God, civil commotion, war or consequences of war, acts of terrorism, governmental acts, restrictions or requisitions, failure of manufacturers or suppliers to deliver, bankruptcy or insolvency of manufacturers or suppliers, suspension of shipping facilities, a default of any carrier or any other contingency or whatever nature beyond Seller’s control including disturbances existing at the time the contract was made. In such a situation, if shipment or delivery is not made during the period contracted for, Buyer shall accept delivery under this Agreement when shipment is made, provided, however, Buyer shall not be obligated to accept delivery if shipment is not made within a reasonable time after cessation of the aforementioned impediments or causes.

Warranty Disclaimer
THE GOODS SOLD ARE “ASIS WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES AS TO THE PRODUCTS SOLD HEREUNDER. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT SOLD GOODS OR MERCHANDISE WILL CONFORM WITH SAMPLES. To the extent that a manufacturer of a product provides a warranty and such warranty is transferable, Seller will transfer such manufacturer’s warranty to Buyer without incurring any liability thereunder.

Payment Terms. Add language on terms and conditions of payments. No Deduction/Off-Set
Buyer shall not be entitled to deduct from the price of Seller’s invoices the amount of any claim asserted by the Buyer against Seller, unless such claim has been allowed by Seller, in writing, and Seller agreed in writing that Buyer could make such deduction. Further, Buyer shall not off-set any amounts due and owing to it from Seller without Seller’s prior written permission. On the other hand Seller may, in its sole discretion, off-set any amounts due and payable to Buyer without any amounts due and payable from Buyer to Seller.

Title
Title to product and merchandise passes from Seller to Buyer upon completion of shipment, delivery or pick up by Buyer, unless stated otherwise in the terms of purchase (e.g. Letter of Credit).

Limitation of Remedy and Liability
Buyer’s sole and exclusive remedy against Seller, and Seller’s sole liability to Buyer, including for breach of this Agreement, is limited to refund of the purchase price for such goods that may be the subject of such breach. Under no circumstances shall Seller be liable to Buyer or any other person or entity for any incidental, consequential, or indirect damages which are suffered by Buyer or any other person or party whether arising in tort, contract or otherwise.

Binding Effect
This Agreement shall be binding upon the parties hereto and their respective heirs, successors, personal representatives, and assigns. In the event Buyer sustains a change of ownership, change of management authority, Buyer represents and warrants that all owners and/or shareholders (including new owners and shareholders) of Buyer will assume joint and several responsibility for all liabilities associated with this sale and all other amounts due and owing to the Seller.

Severability
If any portion of this Agreement shall, to any extent, be deemed invalid or unenforceable, the remainder of the Agreement shall not be deemed affected thereby, and every other provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Waiver
Seller’s failure to exercise any rights herein shall not constitute a waiver of its rights to exercise the same or any other rights at any subsequent time in respect of the same event or any other event.

Governing Law
This Agreement shall be interpreted in accordance with the laws of the State of Wisconsin, without giving effect to its or any other jurisdictions principles of conflicts of law. Buyer hereby