Acceptance of any order by CertainTeed (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 at its headquarters in Malvern, Pennsylvania, and CT reserves the right to accept or reject any order. Possession of a price list does not constitute an offer to sell. 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 its best 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. 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.

For customer convenience only, the price quoted includes product cost plus prepaid freight. This does not apply to customer pick-up orders. This does not alter the shipping terms stated in Items 8 and 9. The amount of freight prepaid on Buyer’s behalf will be shown separately on the invoice.

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. All rebates for which Buyer becomes eligible are subject to CT’s right of offset against outstanding amounts owed by Buyer.

5. Terms of Payment – Our payment terms are as follows: 1% After Deducting Freight (A.D.F.), 35 Days, Net 45 Days from the invoice date unless otherwise agreed upon. Invoices are payable in US dollars only. To be eligible for cash discounts, payments must be received on or before discount due date. 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, and (B) for payments by Electronic Funds Transfer, the Business Day immediately preceding the day on which the funds are immediately available to CT.

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. 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.

7. Freight – Freight costs and related policies are governed under the Freight and Shipping Policies Section of CT’s Service Advantage Policy. If Buyer requests special packaging, handling and/or transportation, any additional cost(s) incurred shall also be charged to Buyer on the invoice. 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.

8. 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.

9. Claims and/or Complaints – All claims and complaints are governed under the Claims and Adjustments Section of CT’s Service Advantage Service Policy .

10. Limitation of Liability – Except for products for which CT has established a specific written warranty, the products described herein are sold by CT without any guaranty and /or warranty, oral or written. Buyer assumes all risks, if any, including the risk of injury, loss or damage, whether direct, consequential or incidental, arising out of the use, misuse, or inability to use these products.

11. Return of Goods – All returns of goods are governed under the Return Policies section of CT’s Service Advantage Policy. Goods may not be returned without the prior approval of an authorized CT representative. Only products identified as “standard” on the applicable price sheet and/or packaging data sheet in effect at the time such return is requested will be considered for return.

All freight costs incurred in the return of goods to the point of return designated by CT, plus a handling charge of 15% of the invoice value of the returned goods, shall be charged to Buyer’s account. All returned goods must arrive at the point of return designated by CT in salable condition before any credit will be issued.

12. Change Orders – Change orders are governed under the Order Policies section of CT’s Service Advantage Policy.

13. 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.

14. 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.

15. 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 and orders of the United States Department of Labor issued under Section 14 thereof.

16. Change in Terms and Conditions of Sale – 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.

17. General – 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.

This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflicts of law provisions. The courts located in PA, including as appropriate the federal courts located therein, shall have exclusive jurisdiction of all matters relating to or arising out of any sale of goods by CT to Buyer hereunder, and Buyer hereby consents to the jurisdiction of such courts.

CT DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.