TERMS AND CONDITIONS OF SALE

Acceptance of any order by CertainTeed Machine Works ("CT") is expressly made conditional on Buyer's assent to the terms and conditions set forth herein. In the event that any of the terms or conditions of any purchase order, order confirmation or other communication of Buyer conflict with any of the terms and conditions set forth herein, these terms and conditions shall govern, and CT hereby gives notice of its objection to any additional or different terms or conditions in any such purchase order, order confirmation or communication.

1. ACCEPTANCE OF ORDERS — All orders are subject to acceptance by CT, and CT reserves the right to accept or reject any order. CT will issue a refund for orders that CT rejects that were prepaid by credit card. CT reserves the right to discontinue the manufacture or sale of any product at any time.
2. SHIPMENTS — Quoted shipping dates are based on estimates at the time of quotation. CT will use reasonable efforts to meet such shipping dates, but CT shall not be liable for any direct or indirect costs or damages, including without limitation incidental or consequential damages, resulting from late deliveries. For orders with indefinite delivery dates, CT shall have the right to manufacture or procure the goods covered thereby and hold such goods for Buyer's account pending receipt of definite shipping instructions. Except as expressly provided otherwise herein, Buyer agrees to purchase, and will be charged for, all material ordered.
3. PRICE — All prices are subject to change without notice. For orders not prepaid by credit card at the time of an e-commerce order, the price charged will be the price in effect at the time of shipment. Should any governmental action or request prevent CT from implementing any price or continuing any price already in effect, CT may cancel Buyer's order or any part thereof. In the event that an incorrect price is invoiced to and paid for by Buyer, CT reserves the right to cancel the order and refund Buyer the amount paid to CT for such order.
4. CREDIT — Approval of Buyer's credit is required prior to any shipment. If Buyer's credit is unsatisfactory to CT at any time for any reason, CT reserves the right to suspend further deliveries or to require payment in advance of manufacture or shipment. Notwithstanding the foregoing, payment for electronic orders placed through CTs website shall be due immediately at the time of order.
5. TERMS OF PAYMENT — Except as stated above in Section 4 regarding electronic orders placed through CT’s website, CT’s standard payment terms are Net 30 days from the invoice date.

   Invoices are payable in US Dollars only. If any amount is not paid when due, CT shall have the right, in addition to any other remedy available to it, to charge interest on such overdue amount at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by law. In addition, if it becomes necessary to place Buyer's account with an attorney or agency for collection, Buyer shall be responsible for all costs and expenses, including reasonable legal and/or collection fees, incurred by CT in connection therewith.

   All payments, whether under the standard payment terms or otherwise, shall be considered received by CT as follows: (a) for payments by check, when the check is received at CT's designated payment location, (b) for payments by electronic funds transfer, the business day immediately preceding the day on which the funds are immediately available to CT and (c) for e-commerce orders requiring credit card as the method of payment, upon authorization by the credit card company.

   If Buyer (i) becomes insolvent or otherwise unable to pay its debts as they become due, files or has filed against it a petition in bankruptcy, makes any assignment for the benefit of creditors, or has a receiver or trustee appointed for it or its property, (ii) takes action to liquidate or otherwise cease doing business as a going concern, (iii) undergoes a change in ownership, (iv) fails to provide adequate assurance or security for credit extended, or (v) takes any other action that CT determines in its sole discretion adversely impacts the conditions under which credit was extended, then all amounts outstanding from Buyer hereunder shall at CT's option become immediately due and payable.

6. SECURITY INTEREST — CT reserves and Buyer grants to CT a purchase money security interest in all products sold and any proceeds from the resale or disposition thereof to secure the full payment and performance by Buyer of its liabilities and obligations to CT. Buyer acknowledges that this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such documents as CT may request in order to perfect its security interest.
7. TAXES — All federal, state or local sales, use or other taxes, and all duties, import fees or other assessments, imposed on goods sold hereunder, or on the manufacture, sale or delivery thereof, shall be for Buyer's account.
8. FREIGHT — Freight will be prepaid by CT for Buyer's account and charged to Buyer on the invoice. CT will endeavor to arrange shipping on behalf of Buyer at the most economical rate. If Buyer requests special packaging, handling and/or transportation, any additional cost(s) incurred shall also be charged to Buyer on the invoice, if CT elects to accept such request. Special requests will not be permitted for e-commerce orders. In the event of any general freight increase or any governmental ruling or regulation that results in increased freight costs, CT may, without any advance notice, increase the amount of freight charged to Buyer on the invoice to reflect such additional costs.
9. RISK OF LOSS; DELIVERY — All shipments of goods hereunder shall be F.O.B. CT's place of shipment. Title to, and the risk of any damage to or loss or shortage of, such goods shall pass to Buyer upon delivery of such goods by CT to Buyer's carrier. Any claims for loss or damage should be filed by Buyer with the carrier in writing immediately upon receipt of the goods and should be supported by an inspection report or signed delivery receipt noting such loss or damage. In no event shall CT be liable for damage or loss to a shipment caused by any carrier.
10. CLAIMS AND/OR COMPLAINTS — All claims/complaints must be in writing, contain photographs of the alleged damage or defect and must refer to the specific purchase order number or the CT order number. If multiple shipments are involved, a separate claim/complaint must be filed for each shipment. General claims/complaints against unspecified shipments will not be accepted. Claims/complaints regarding goods sold hereunder must be reported to CT's Customer Service Department promptly upon receipt of the goods by Buyer, and in any event within sixty

    (60) days of receipt, and such goods must be retained by Buyer and made available for inspection by a CT representative.

11. WARRANTY/LIABILITY DISCLAIMER — Except for Insulation Blowing Equipment for which CT has established a specific written warranty, the goods delivered hereunder are sold by CT without any guaranty and/or warranty, oral or written (whether or not such goods remain in the form in which they are originally delivered to Buyer or are fabricated by Buyer or any other party to produce any other finished product). To the extent permitted by applicable state law, and except as set forth in the applicable written warranty for Insulation Blowing Equipment, CT expressly disclaims all guarantees and/or warranties, expressed or implied, including the warranties of merchantability and fitness for a particular purpose. CT's liability for any loss or damage arising out of or resulting from any breach or default by CT in connection with the sale of goods hereunder shall not exceed the purchase price thereof, regardless of whether such liability arises in contract, tort (including without limitation negligence or strict liability), or otherwise, and in no event shall CT be liable for indirect, special, incidental or consequential damages of any kind. No representative of CT, or any of CT's distributors or dealers, is authorized to modify this section or to issue any warranty regarding goods delivered hereunder on behalf of CT. For Insulation Blowing Equipment, see the applicable written warranty for specific details and limitations. Buyer agrees that any civil action against CT relating to or arising out of the sale of goods hereunder shall be commenced within one (1) year of the date the cause of action accrued; otherwise it shall be barred.
12. RETURN OF GOODS — Goods may not be returned without the prior approval of an authorized CT representative. All freight costs incurred in the return of goods to the point of return designated by CT, plus a handling charge of fifteen percent (15%) of the invoice value of the returned goods, may be charged to Buyer's account or deducted from the refund. All returned goods must arrive at the point of return designated by CT in salable condition before any credit will be issued.
13. CHANGE ORDERS — Orders may be revised or canceled by Buyer prior to the following dates only, and only with CT's prior consent: Prior to loading at the place of shipment for standard and stocked products; and Prior to manufacture for custom and nonstandard products. Notwithstanding the foregoing, orders cannot be revised or canceled by Buyer for e-commerce transactions.
14. PAYMENT OF UNDISPUTED INVOICES — Buyer shall pay any undisputed invoices regardless of any dispute that may exist as to other delivered or undelivered goods. With respect to any disputed invoice, Buyer shall pay all amounts not in dispute. Buyer expressly waives the right to assert any offset or counterclaim with respect to amounts due under any invoice issued by CT hereunder.
15. FORCE MAJEURE — CT shall not be liable for delays or failure to perform hereunder for any cause beyond CT's reasonable control, including without limitation: fire, flood or other casualty or Act of God; strikes or other labor trouble; shortage of labor, materials, fuel, or production facilities; delay or interruptions in transportation; war; embargoes; legal restrictions or actions of any governmental authority.
16. FAIR LABOR STANDARDS ACT — CT hereby certifies that the goods sold hereunder were produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations a nd orders of the United States Department of Labor issued under Section 14 thereof.
17. SEVERABILITY — If any provision of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions hereof, which to gether shall be construed as if such illegal or unenforceable provisions had not been included herein.
18. ASSIGNMENT — This agreement shall not be assigned by Buyer without the prior written consent of CT, and any assignment made without such consent shall be null and void. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
19. GOVERNING LAW — This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws provisions. The courts located in Pennsylvania, including as appropriate the federal courts located therein, shall have exclusive jurisdiction of all matters relating to or arising out of any safe of goods by CT to Buyer hereunder, and Buyer hereby consents to the jurisdiction of such courts.
20. INTERNATIONAL SALE OF GOODS — The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.
21. ENTIRE AGREEMENT — The terms and conditions contained herein constitute the entire agreement between CT and Buyer and supersede any and all prior representations, agreements or understandings, whether oral or written, relative to the goods delivered hereunder. No course of dealing or usage of trade shall be relevant to supplement or explain any of these terms or conditions. No modification of these terms and conditions shall be effective unless made in writing and executed by CT. In the absence of Buyer's written acceptance of these terms and conditions, the acceptance by Buyer of any goods delivered hereunder shall constitute acceptance of these terms and conditions.