Distributor Price Book 2019

MCALLISTER MILLS STANDARD TERMS AND CONDITIONS The terms and conditions set forth below, together with the separate written statement of McAllister Mills’ Warranties and Disclaimers shall constitute all of the terms and conditions of all purchase and sale transactions between McAllister Mills, Inc. (“McAllister Mills”) and the person or entity placing a purchase order (the “Purchaser”) unless McAllister Mills has expressly agreed otherwise in a separate written document manually signed by McAllister Mills (the “Contract Terms”). As used herein the term “Products” shall refer to the products that are the subject of the order referenced to herein. 1. Order Minimum. There will be a minimum order amount of $50.00 required for each order received excluding freight. 2. Cancellation. An order may not be cancelled for any reason without the written consent of McAllister Mills. No cancellations are permitted after materials have been ordered or production scheduled. Material returned for credit will be subject to a handling and restocking charge unless it is material which is defective or which has been shipped incorrectly. 3. Warranties and Disclaimers. ALL SALES ARE SUBJECT TO THE SEPARATE WRITTEN STATEMENT OF MCALLISTER MILLS’ WARRANTIES AND DISCLAIMERS, WHICH IS INCORPORATED HEREIN BY REFERENCE. Additional copies of the written statement are available upon request. EXCEPT AS PROVIDED IN THE SEPARATE WRITTEN STATEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. Safety and Health Standards. Use of the Products may require Purchaser to comply with various federal, state or local laws, rules, regulations, or safety codes including, but not limited to, the Occupational Safety and Health Act. Purchaser acknowledges that the Products may require certain additional safety guards and devices before use in compliance therewith and Purchaser assumes the entire responsibility for the installation of such safety guards and devices. Purchaser agrees to indemnify and save McAllister Mills harmless from and against a failure to do so. 5. Shipping and Taxes. Unless otherwise agreed at the time of sale, all shipments made pursuant to the order shall be F.O.B. Independence, Virginia, or nearest stocking point. Purchaser shall pay, in addition to the sales price applicable at the time of delivery, all excise, privilege, sales, use and other taxes and tariffs whenever due, and in the event the same are paid by McAllister Mills, Purchaser will reimburse McAllister Mills for the cost thereof forthwith. 6. Payment and Charges. Unless otherwise specified in the purchase order or acknowledgement, all Products shall be sold with full payment due within thirty (30) days of the date of invoice. In the event of nonpayment of any indebtedness within 10 days of when due, Purchaser shall pay a late charge of 2% per month computed on the unpaid indebtedness (or if prohibited by applicable law, such lesser amount allowed by law). Any account for which payment has not been received within sixty (60) days from the date of invoice will automatically be put on credit hold. 7. Time of Delivery, Force Majeure and Risk of Loss. McAllister Mills makes no guarantee or warranty of the approximate available date and any such date specified in the purchase order is merely an estimated date of shipment or delivery. Performance by McAllister Mills shall be subject to “Force Majeure” which term is hereby declared to include all circumstances and actions whatsoever beyond the direct and immediate control of McAllister Mills, among which, but not exclusive of others, are the following: Acts of God, war and riot, intervention of authorities or agencies of government including but not limited to agencies concerned with the preservation of the environment, embargoes, vandalism, sabotage, strikes, lockouts, or other industrial disturbances, shortages or delay in supply of fuel, power, raw materials or component parts, or other cause beyond McAllister Mills’ reasonable control or any mechanical, electronic or communications failure which prevents electronic transmission or receipt of data. McAllister Mills shall not be liable for any loss or damage caused Purchaser, nor shall Purchaser be entitled to cancel an order, because of failure to perform due to Force Majeure. Risk of loss shall pass to Purchaser as soon as the Products are identified to the order. 8. Credit and Security Interest. Each order shall be subject to McAllister Mills’ approval of Purchaser’s financial responsibility and credit on the actual delivery date, and McAllister Mills reserves the right to restrict an Order to a cash sale or to specify all credit terms and security to be given for the extension of credit. McAllister Mills reserves a purchase money security interest in the Products until such time as McAllister Mills has received payment in full. In this connection, Purchaser authorizes McAllister Mills, and any of its agents and employees, as its attorney in fact to execute and file (manually or electronically) on behalf of Purchaser such financing statements as might be reasonably required to perfect such security interest. 9. Claims. Any claims covering shortages or deficiencies must be made within thirty (30) days after the date of shipment. 10. Product Liability. Purchaser acknowledges that McAllister Mills has no control over and is not responsible for the manner in which the Products will be used or otherwise dealt with by the Purchaser. The Purchaser therefore agrees to assume all responsibly for any and all sums which McAllister Mills and/or the Purchaser become obligated to pay because of bodily injury or property damage caused by or resulting directly or indirectly from the installation, maintenance, use or operation of any Products or the failure of the Products to comply with any safety laws or regulations. Purchaser shall indemnify and hold McAllister Mills harmless from and against any and all actions, claims or demands arising out of, or in any way connected with the installation, maintenance, use or operation of the Products, or the design, construction or composition of any items or items made or handled by the Products supplied hereunder, including any such actions, claims and demands based in whole or in part on the default or negligence of McAllister Mills. 11. Proprietary Rights. Any and all models, drawings, sketches, plans and other information supplied by one party to the other shall remain the property of the party who shall have supplied it. The other party may not use any such material or information except with respect to the products and/or services which are subject to this sale transaction. Any product or service sold hereunder shall not constitute a license to use any of the proprietary rights of McAllister Mills. 12. Miscellaneous. An Order cannot be assigned by Purchaser or by operation of law, except with the written consent of a corporate officer of McAllister Mills. Each Order shall be construed and interpreted under the laws (except principles of conflicts of laws) of the Commonwealth of Virginia. The UN Convention on Contracts for the International Sale of Goods shall not be applicable and is specifically disclaimed. Any cause of action for default shall be deemed to have arisen in the County of Grayson, Virginia. No modifications or waiver of these Standard Terms and Conditions shall be effective unless in writing. Any terms contained in an Order that are inconsistent with these Standard Terms and Conditions, as well as any other terms not expressly contained in the Contract Terms, are objected to, inapplicable and disclaimed. Purchaser shall reimburse McAllister Mills for all costs and expenses, including legal fees, incurred by McAllister Mills in collecting the purchase price and/or collecting damages for Purchaser’s breach. {RKE# 0765129.DOC-1, 060027-00002-01}

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