TERMS AND CONDITIONS OF PURCHASE
ACKNOWLEDGEMENT:
Masonite International Corporation or one of its corporate affiliates (“Buyer”) enter into an agreement for the sale of certain goods and/or services to Buyer by the Seller whose identity is set forth in this purchase order (“PO”). Any reference to any offer to sell, quotation or proposal in the PO is solely for the purpose of incorporating the description and specifications of the goods and services contained therein to the extent that they do not conflict with those contained in this PO.

The PO will be deemed accepted unless Seller notifies Buyer to the contrary, in writing, within 72 hours of receipt of the PO. By acknowledging receipt of this PO or by shipping goods or otherwise performing the services called by for this PO, Seller agrees that the following terms and conditions will apply to the sale. It is agreed that any sales confirmation or other additional or different terms or conditions contained in any acknowledgement of this PO by Seller are waived by Seller and shall be deemed objected to by Buyer without need of further notice of objection and shall be of no effect or under any circumstances binding upon Buyer unless accepted by Buyer in writing. This PO expresses the entire understanding between the parties and can only be modified in a written document signed by both parties. No course of dealings or usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms set forth herein.

PRODUCTS AND SERVICES:
The products and/or services to be purchased and sold are described in the PO (the “Products” or “Services”). The Products and Services are as set forth in written specifications, drawings, samples or other description upon which this PO is based and shall not include substitutions unless specifically authorized by Buyer. Seller shall not make any changes to the Product or quantity ordered without Buyer’s written approval. If a Product includes replaceable parts, Seller agrees to have available for sale such parts for at least five years following the delivery of the Product to Buyer.

PRICE/PAYMENT/INVOICES:
Buyer shall pay for delivered Products or Services at the price set forth in this PO which will be inclusive of all freight, taxes, duties or other assessments unless otherwise mutually agreed to in writing by Buyer. Any undisputed invoices will be paid within sixty (60) days of receipt of invoice less any returns, credits, allowances, rebates, offsets or other deductions. Invoices will not issue until the Product has shipped or the Services have been completed. Buyer has the right to set off any amounts owed hereunder to Seller or its affiliates against any other amount owed by Seller to Buyer or its affiliates.

DELIVERY, DELAYS AND CANCELATION:
Products will be delivered DDP, as defined under Incoterms’ 2010, to the Buyer’s ordering facility or prepaid unless otherwise specified. There will be no charges for transportation, packaging or similar charges unless provided for in the PO or consented to in writing by Buyer.

Buyer reserves the right to change shipping and service schedules. Buyer reserves the right to cancel this PO prior to shipment of the Products or delivery of Services. If the Product is a special order or expenses are incurred in preparation for providing Services, Buyer may cancel the PO and pay Seller only for the actual labor, materials or expenses incurred by Seller prior to the notification of cancellation. Buyer Seller has an obligation to mitigate any such expenses. Any materials paid for by Buyer shall become the property of Buyer.

Time is of the essence with respect to this PO. Seller will deliver all Products and Services on the scheduled delivery date. If Seller anticipates an earlier delivery date or delay in delivery, Seller shall promptly notify Buyer. Buyer, in its sole discretion, may modify the delivery date. If there is a delay, non-delivery, early delivery or other default by Seller in meeting the requirements of this PO, Buyer shall have the right to reject the Products or Services, cancel the PO without any compensation to the Seller, purchase a product or service at a reasonable price from another supplier and recover the differential in price from Seller and seek any other damages available under law or in equity.

Excluding a delay excused by law or in writing by Buyer, or if Seller does not meet the scheduled delivery date, Buyer may also deduct 10% off the price stated for the total PO that is partially filled or filled late. This deduction shall constitute liquidated damage and shall not be a penalty. The deduction shall not limit any other damages that might be available to Buyer under this PO, the Uniform Commercial Code to the extent applicable, or such other laws in effect in the State of New York.

TITLE AND RISK OF LOSS:
Title and Risk of Loss to the Product will not pass to Buyer until off loaded at Buyer’s facility unless otherwise specified in the PO. Seller shall inform Buyer in advance of any classifications it intends to use for clearing the Product through customs. Buyer shall have the right to inspect and approve the Product after it is unpacked at the receiving facility and offset against amounts owed to Seller or make a claim for any shortage, damage, defect or non-conformance. This inspection shall not be deemed acceptance of the Product. Buyer reserves the right to reject acceptance or revoke its acceptance of a Product that contains any non-conformity, damage or defect.

WARRANTY AND QUALITY:
The Seller warrants that the Products will be free of defects, of good material and workmanship, will be of merchantable quality and fit for the intended use and will not infringe on any third party intellectual property rights and that any Services will be provided in a good and workmanlike manner. The quality of Products and Services will conform to Buyer’s written specification and product performance requirements and be of a quality generally acceptable in the industry for comparable products or services. The Product and Services will conform to the drawings, samples or other description upon which this PO is based and shall not include substitutions unless specifically authorized by Buyer. Buyer will have the right to reject all or any part of damaged, defective, non-conforming or substituted goods or services. The Products will be of merchantable quality and fit for their intended purpose. The above warranties are in addition to any other warranties, express or implied, either granted under the laws of the State of New York or offered by Seller.

Seller warrants that the Products shall have been produced, sold, priced and delivered in compliance with all federal, state, municipal and local laws, rules, regulations and ordinances. Seller warrants that the Services will be delivered in compliance with all federal, state, municipal and local laws, rules, regulations and ordinances. If requested, Seller will provide certificates or other evidence showing compliance. An MSDS will be supplied with every Product sold to Buyer. Seller warrants the Products will not contain any hazardous materials or present any health or safety risk to Buyer’s employees or customers that are not disclosed on an MSDS and specifically brought to Buyer’s attention in a separate writing.

Seller warrants that it has good title to the Products and that the Products and Services will be delivered free of all liens and encumbrances. Seller agrees to indemnify, defend and hold harmless Buyer against any claim related to title or liens.

Buyer will notify Seller of any defect or non-conformance within a reasonable time after discovery. A failure to give prompt notice to Seller of any damage, defect, non-conformance, breach of warranty shall not discharge Seller’s liability. Seller will have a right to inspect such damaged, defective or non-conforming Product within five (5) business days after notification from Buyer. After such date, Buyer, at Seller’s cost, may either destroy the Product or at Seller’s direction return the Product to Seller.

At Buyer’s request, and at no expense to Buyer, the Seller shall replace, correct or refund the price for any defective or non-conforming Products or Services. This remedy shall be in addition to any remedy permitted under these terms and conditions or under the applicable law of the State of New York.

FORCE MAJEURE AND CURTAILMENT:
Buyer will not be liable for a delay or its failure to perform if the cause of such delay or failure to perform is due to an Act of God, strike, explosion, fire, or other cause, whether similar or different nature, that is beyond its reasonable control (“force majeure”). If Buyer is impacted by an event of force majeure, it may delay delivery of Products, redirect the delivery to another facility, reduce the quantity or cancel a PO. If Seller experiences an event of force majeure that curtails its production of Products, Seller shall give first priority to filling the PO submitted by Buyer.

TECHNICAL SUPPORT:
Seller will provide technical support, at no additional charge, at the request of Buyer for trouble shooting any problems with the Product or Service or Buyer’s or its customers’ use of the Product or Service.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY:
This order, forecasted volume requirements, Buyer’s product samples, Buyer’s specification, product performance requirements, drawings, and any other confidential or proprietary information of Buyer shall remain the property of Buyer and shall be carefully preserved and maintained by Seller and not disclosed to any third party without Buyer’s written consent excluding disclosure to Seller’s accountant or legal advisors who agree to maintain the confidentiality of such information. Seller will not disclose to any third party any technical or business information developed by Seller specifically for Buyer including, but not limited to, Product or Service specifications, drawings, samples, volume ordered, sales price, Product formulations, or similar information. Unless otherwise specified in writing, Buyer will own any Product jointly developed or developed by Seller specifically for Buyer.

PACKAGING:
Packaging will meet or exceed legal requirements and industry norms for packaging and labeling Products and will be sufficient for the safe transport, storage and handling of the packaged Product. The Seller shall be responsible to Buyer for the proper loading and securing of the Product regardless of whether the transport is by container, railcar or truck. If applicable, Product will be packaged to allow for clearance through any international borders. Packaging for any Product that must clear U.S. Customs, must comply with the requirements of the U.S. Customs – Trade Partnership Against Terrorism (C-TPAT) and be C-TPAT certified or Seller must have other procedures in place acceptable by Buyer designed to prevent potential tampering. Also, packaging shall comply with IPSM15 Wood Packaging Regulations.

INDEMNITY:
Seller will indemnity, defend and hold harmless Buyer, its distributors, customers and agents against any claims, fines, damages, costs, expenses (including attorneys’ fees) and other losses related to, caused by or arising from (a) any Services or Products sold or provided by Seller or its contractors or agents under the PO, (b) any damaged, defective or non- conforming Services or Products, (c) the use of any Product including, but not limited to, any claim, loss or damage related to personal injury (including death), property damage or strict liability, except to the extent such claim is conclusively proven to be caused solely by Buyer’s gross negligence or willful misconduct. Seller shall also indemnity, defend and hold harmless Buyer, its distributors and agents against any claims, losses or damages related to or arising from an allegation that the Products or services infringe on a third party’s intellectual property rights. If an allegation of infringement is made, at no expense to Buyer or its downstream customers, Seller shall procure for Buyer, its distributors and end-users the right to continue to use the Product or Service or, at Buyer’s election, (a) replace or modify the products or services with non-infringing products or services that are acceptable to Buyer or (b) refund to Buyer the full purchase price and pay for any other resulting loss or damage.

INSURANCE:
Seller will carry sufficient insurance for all Products and Services including, but not limited to, general commercial liability with contractual coverage, automotive liability, product liability with levels of at least USD $5 million per occurrence and will name Buyer as an additional insured under such policies as well as worker’s compensation and employer’s liability insurance covering all employees who will be providing services at Buyer’s facilities. This insurance will be primary to any other insurance available to Buyer.

DISPUTE RESOLUTION:
Any dispute arising under this PO will be submitted by the disputing party, in writing, to the other party. The parties will have at least sixty (60) days following the date of written notification of the dispute to attempt in good faith to resolve the issues. If not resolved, and the amount in controversy is one million U.S. dollars or less, either party can submit the dispute to binding arbitration before one arbitrator in accordance with the American Arbitration Association Commercial Rules. The arbitrator will provide a written decision setting forth the findings of fact and law. The arbitration will be conducted in Tampa, Florida and laws of the State of New York will be applied. Judgment on the arbitrator’s decision will be entered in any court of competent jurisdiction in Tampa, Florida. If the amount in controversy exceeds one million dollars, either party shall have the right to litigate the issue in a court located in Tampa, Florida. If there is the potential for immediate and irreparable harm, the harmed party can seek immediate injunctive relief before a court of competent jurisdiction located in Tampa, Florida. Both parties agree that a competent federal or state court located in Tampa, Florida will have exclusive jurisdiction over any dispute related to this PO and agree that it is subject to the jurisdiction in such court.

INDEPENDENT CONTRACTORS:
This PO is solely for the purchase of goods and/or services. Seller and its subcontractors, employees and agents are independent from and not employees of Buyer. Seller assumes all obligations under all social security or unemployment insurance legislation, old age benefits or workers’ compensation laws of the United States or similar laws of any state or other governmental authority with respect to persons employed in the performance of services and or production of the goods or services to be furnished under this PO.

CODE OF CONDUCT:
Seller will abide by all applicable laws. Seller will not offer or provide, and will ensure that its employees and agent will not offer or provide, any gifts or benefits to any employee of Buyer (e.g. gifts of any value, payments, pleasure trips, meals, tickets to sporting events, special privileges, accommodations, loans, employment offers to employees and immediate family members, or free services). This restriction does not include promotional items of nominal value that are generally distributed to the Seller’s customer base. If restricted gifts or benefits are offered to Buyer employees, the act will be a material breach and Buyer will have the right to immediately terminate the PO.

REMEDIES AND CHOICE OF LAW:
Buyer will not be liable to Seller for any consequential, special or punitive damages. In no event will Buyer’s liability to Seller exceed the price specified in the PO. The law of the State of New York will govern the interpretation, construction and enforcement of the terms and conditions of this PO without regard to its choice of law provisions.

FSC MATERIAL:
Invoices and shipping documents for all material ordered as FSC Chain Of Custody (“COC”) must contain a valid FSC COC certificate number and the respective FSC claim for each item ordered. i.e. “FSC 100%”, “FSC Mix Credit”, or “FSC MIX xx%”

Invoices and shipping documents for all material ordered as FSC Controlled Wood (CW) must contain a valid FSC Controlled Wood certificate number with an item reference to FSC CW. Rev 12/12