KOLBE & KOLBE MILLWORK CO., INC. TERMS AND CONDITIONS OF SALE

1. PREAMBLE:

The Terms & Conditions of Sale for window and door products sold by Kolbe & Kolbe Millwork Co., Inc. ("Kolbe") are limited to those contained in this document. Any additional or different terms in any forms delivered by you, the "Customer," and purchaser of Kolbe products, are hereby deemed to be material alterations and notice of objection and rejection of them is hereby given. Any product order placed by the Customer shall imply acceptance by the Customer, without reservation, of these Terms & Conditions of Sale and shall constitute a waiver of the Customer's own terms and conditions of purchase which shall not apply unless otherwise accepted by Kolbe in writing. In the event of a conflict between these Terms & Conditions of Sale and the Kolbe Policies and Customer Requirements or between any other Kolbe document, these Terms & Conditions of Sale shall control.

These Terms & Conditions of Sale are subject to change without prior notice. The version of the Terms & Conditions of Sale which are posted on Kolbe's website at the time of the Customer's order placement shall control. This version is effective as of March 1, 2019.

2. PURCHASE ORDERS:

Customers shall submit purchase orders with Kolbe via its electronic quoting and ordering system. All purchase orders must include the necessary information required to process the order. The Customer must ensure the completeness and accuracy of the order. The order acknowledgement from Kolbe constitutes Kolbe's acceptance of the purchase order.

Kolbe retains full discretion and authority to accept any and all orders from the Customer. A purchase order may be cancelled or revoked by Kolbe without liability to Customer if the cancellation or revocation is due to conditions beyond Kolbe's control such as, but not limited to, an act of God, fire, major disaster, war, terrorism, accidents, and/or labor disputes.

The Customer may cancel or recall a purchase order at any time, without penalty, before its acceptance by Kolbe. While Kolbe may honor a change request to a submitted purchase order after it has already been accepted, Kolbe reserves the right to assess a cost for any drawings and/or special work which it has already completed but requires modification due to the Customer's change request. Charges might also be assessed to the Customer relating to materials already procured by Kolbe as required by the original purchase order.

3. PRICE AND INVOICING:

The prices for Kolbe products are stated in U.S. Dollars and are generally contained in Kolbe's electronic quoting and ordering system.

Kolbe shall have the right, in its sole discretion, to change its prices for products sold to Customers. The Customers shall receive reasonable notice of any such price changes. However, in some instances, such as errors in the quoting software or a sudden change in the cost of raw materials, price changes may occur without such notice.

The listed price of the products as of the date of Kolbe's acceptance of a product order is the valid product pricing. In certain limited instances, Kolbe may provide written authorization of adjusted pricing due to unique circumstances presented for Kolbe's review.

Kolbe has established basic discounts from the retail price of its products. Thus, Customers will receive a discount off Kolbe's retail prices which are based upon the level of ongoing efforts used by the Customers to sell the Kolbe products. Kolbe, in its sole discretion, determines the amount of discount offered to its individual Customers.

Kolbe shall electronically invoice the Customer for and the Customer shall pay the price for the products it has ordered under a purchase order accepted by Kolbe and said payment shall be made by the due date indicated on the invoice. All general or special taxes, duties, fees, freight, insurance and other costs and/or charges in connection with the sale of Kolbe products to the Customer shall be paid by the Customer in addition to the prices as invoiced.

If the Customer does not pay Kolbe an amount owed when such amount is due, Kolbe may proceed with any and/or all of the following, at its sole option and without prejudice to Kolbe's other remedies at law or equity: (i) terminate any and/or all of Kolbe's obligations pursuant to these Terms & Conditions of Sale or as indicated on any quote or invoice issued by Kolbe; (ii) declare immediately due and payable all of the Customer's outstanding payments owed to Kolbe; (iii) change future credit terms and/or require payment in advance; (iv) suspend or discontinue delivery or sales of Kolbe products to Customer until further notice and/or until the Customer pays all amounts owed; (v) seek return and repossession of Kolbe products already delivered. In exchange for placing a product order with Kolbe and accepting delivery of Kolbe products, the Customer agrees to pay Kolbe a late fee of up to 1.5% per month on all amounts not paid in full when due when such is assessed by Kolbe.

The Customer agrees to reimburse Kolbe for all costs incurred by Kolbe in collecting any sums owed by the Customer to Kolbe, including, but not limited to, attorneys' fees and cost of collection and/or legal proceedings. In the event of a partial delivery of an order by Kolbe to the Customer, the Customer shall pay for the products delivered and shall pay for any back-ordered products when the backorder is delivered and invoiced. The Customer shall not withhold payment of any amount due to Kolbe regardless of the reason and technique, whether that be by set-off, reduction, and/or the like. Customer grants to Kolbe, until final payment is received, a purchase money security interest in the products purchased.

4. PRODUCT DELIVERY:

General delivery dates for product orders are assigned at the time of the entry of the order and are based upon production capacity. All delivery dates are estimates. Delivery times may vary based upon current order intake. Kolbe strives to accommodate requests for variations from standard delivery times. Special and custom units may be assigned delivery times longer than that of standard units. Customers are notified of changes to the general delivery dates. Failure by Kolbe to deliver products by the estimated scheduled delivery date does not constitute a cause for cancellation and/or for damages of any nature. Kolbe retains the discretion as to whether to pass along expenses in the form of fees to the Customer in the event the Customer delays the scheduled shipment of Kolbe product.

Unless otherwise specifically provided by Kolbe in writing, Kolbe products will be delivered to the Customer FOB Customer's facility by K-K WAY LTD., a wholly owned transportation subsidiary of Kolbe or by another carrier chosen by Kolbe.

In general, the price of Kolbe's products includes standard packaging and freight to the normal delivery location of the Customer. Deliveries to job sites, along with exceptions to general delivery, are subject to separate charges and requirements and are listed in the Customer Support Section within the Kolbe Distributor Extranet. The Customer shall, prior to the scheduled shipment date of Kolbe products, take all actions and provide all certificates and/or other papers required of Customer to allow for the proper importation of Kolbe products into the Territory. The Customer shall pay all duties, taxes, fees, charges, and other costs necessary to allow for such importation.

It is expected that Customer's personnel will assist in the unloading process. Detention charges may apply if such assistance is not provided on a timely basis.

5. TITLE, RISK OF LOSS, AND INDEMNITY:

Title to the Kolbe products and the risk of loss and/or damage to the Kolbe products shall pass to the Customer upon the product being accepted and signed for by the Customer and, thereafter, Kolbe shall not be responsible for any loss or damage to the products.

The Customer shall assume full responsibility for and shall indemnify and hold Kolbe harmless from any damage, claim, liability, loss or expense which Kolbe may suffer or incur by reason of Customer's negligence in stocking, warehousing, and/or storage, of the Kolbe products.

6. KOLBE EXPRESS LIMITED WARRANTIES:

See Kolbe's Express Limited Warranties for product warranty information.

7. LIMITATION OF LIABILITY:

KOLBE SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS ON ANTICIPATED SALES OF KOLBE PRODUCTS OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS OR OTHER COMMITMENTS MADE BY OR TAKEN ON BY THE CUSTOMER IN RELATION TO ITS BUSINESS CONDUCTED WITH KOLBE.

With respect to a claim that Kolbe's product(s) is/are defective, or with respect to a claim of a related nature, Kolbe's aggregate liability with respect thereto shall be limited to the remedies as set forth in Kolbe's Express Limited Warranties.

8. COMPLIANCE WITH LAWS:

The Customer shall comply with any and all governmental laws and regulations which may be applicable to the Customer by reason of its agreement to act as a distributor of Kolbe products. The Customer shall obtain and maintain all licenses, permits, and other governmental approvals necessary to permit the purchase of and payment for Kolbe's products and to otherwise allow for the Customer's performance of its requirements and obligations.

9. GOVERNING LAW:

Kolbe and the Customer agree that the validity, operation, and performance of the requirements and obligations set forth in these Terms & Conditions of Sale be governed by and interpreted in accordance with the laws of the State of Wisconsin, notwithstanding choice of law principles. Kolbe and the Customer submit to the jurisdiction of the courts of Wisconsin with respect to any matter or claim, suit, action or proceeding arising under or related to these Terms & Conditions of Sale.

For questions or comments regarding these terms, please submit them in writing.