The following terms and conditions, including those on the face here of, constitute an Agreement between Buyer and Seller and are referred to as such:

1. Controlling Provisions: All orders are accepted in the State of Ohio. The terms and conditions appearing on this document constitute the sole and entire Agreement of the parties regardless of the timing, for or content of other communications between the parties, if any, all of which are merged herein. Seller objects to the inclusion of any different or additional terms, and no additional or conflicting provisions contained in any other communications from or with the Buyer will be considered to be part of this Agreement. Receipt of a purchase order or other appropriate communication from the Buyer will be considered an unconditional acceptance of the terms and conditions appearing hereon, without regard to any additional or conflicting terms proposed by Buyer. None of the provisions of this Agreement may be varied, amended or modified except by a written agreement signed by all of the parties.

2. Sales Taxes: Sales tax will be charged, where applicable, unless a certificate of exemption is on file with Tiffin Metal Products Co. (TMP) Currently, TMP collects sales tax on shipments to OH, PA, MI and IL.

3. Payment Terms: Net amount due in full within terms of invoice, normally 30 days unless noted otherwise on the invoice. Custom products require a down payment with the order. Purchases may be paid for with VISA, Mastercard, Discover or American Express. Past due accounts may have their credit suspended. Payment is not to be contingent upon receipt of payment by Buyer from Owner, nor shall such payment be subject to retained percentages of any description, unless agreed to in writing signed by the Buyer and Seller. Special terms can be requested in advance of orders. A returned check charge to recover bank and handling fees will be assessed each time a check is returned for any reason by the financial institution.

4. Late Payment: Buyer agrees to pay 1.5% interest per month on all balances which are not paid within terms after invoice date. Buyer will further pay attorneys’ or collection company fees of all accounts placed or collection company fees of all accounts placed for collection, in addition to all expenses for collection.

5. Liens: Seller shall not be required to waive right of Mechanic’s Lien, or coverage under surety bonds in advance of payment; however, Seller will provide Partial waivers of Lien
covering materials furnished and services rendered to the extent of payment is made.

6. Deliveries: Deliveries will be made within commercially reasonable time unless a specific delivery time is currently undetermined by the manufacturer. All shipments are F.O.B. Tiffin, unless otherwise indicated. All shipments are insured at the Buyer’s expense.

7. Returned Material: No goods are to be returned without first obtaining Seller’s written permission. Material accepted for credit will be subject to a 25% restocking fee. Seller will not be obliged to replace any product that has been abused, improperly installed or otherwise misused. Goods must be securely packed in unmarked, original cartons to reach seller without damage. No custom products can be returned for credit.

8. Claims: Receipt of goods shall be deemed acceptance of the goods received. All claims for defective goods, for revocation of acceptances, for shortages, for delays or failures in shipment or delivery, or for any other cause shall be deemed waived and released by the Buyer unless made in writing within (5) days after receipt of goods. All claims must state specifically and in reasonable detail the nature of all objections, and must be accompanied by delivery receipt or photocopy of sales order or packing slip. Any delivery not placed in dispute in a timely manner shall be paid for by the Buyer and all uncontested amounts due shall be paid by the Buyer within terms specified. Customer is responsible for initiating and pursuing shipping claims for items claimed not received and/or damaged.

9. Design: Seller assumes no responsibility for design prepared by others.

10. Changes in Work: Subsequent changes in the scope of the work required of Seller shall be subject to an adjustment in price to be agreed upon by Buyer and Seller in writing prior to any obligation of Seller for such changes, and such adjustment shall not be affected by the decision of third parties.

11. Buyer’s Acceptance: The Confirmation of Sales Order supersedes and cancels all previous understandings and communications between Buyer and Seller with respect to the subject matter of the Order. The Confirmation of Sales Order is the complete agreement between the parties. The terms and conditions therein shall supersede any provisions, terms and conditions hereof. No modification of the Confirmation of Sales Order will be binding upon Seller unless the same is evidenced in writing by the Seller.

12. Notices: All notices and demands related to the Purchase Order shall be in writing and mailed by Certified or Registered Mail to Seller or Buyer at their respective addresses which are shown on the face of the Purchase Order, or at any other address designated by notice sent in accordance herewith. All notices shall be considered received when mailed by the respective parties.