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TERMS & CONDITIONS

PURCHASE ORDER/SELLERS QUOTE - The buyers Purchase Order (PO) will be required for all orders. In the event that the buyer does not generate a formal purchase order, the sellers quote signed by the buyer will serve as a purchase order. All quotes are valid for thirty (30) days and are the property of Southside Manufacturing Corporation, and should not be shared or duplicated without permission. DEPOSIT A deposit may be requested. For project amounts in excess of $5,000.00, payment amounts can be applied as follows, 50% deposit upon acceptance of quote, 40% upon receipt or storage of product, and 10% upon acceptance of project completion. Deposit must be received prior to product being ordered from manufacturer. TERMS OF PAYMENT - Payment by the buyer is due thirty (30) days from the date of the invoice. A discount of 1% can be taken on all orders paid within ten (10) days of the date of the invoice. Where credit cards or debit cards, or procurement/purchasing cards are used for payment, a 3% convenience fee will be added to the invoice. SERVICE CHARGE - A service charge of 1.5% per month will be assessed on all unpaid balances after thirty (30) days from the invoice date. Buyer agrees to pay for all cost of collection, including, but not limited to reasonable attorneys fees and costs incurred by the seller to collect past due balances. INVOICING - Invoicing will begin upon delivery to the job site or to a storage facility. Payment by the buyer is required for all goods delivered. Partial deliveries are to be paid by the buyer upon presentation by the seller of invoices covering each partial delivery. TAXES - Unless specifically indicated on the quote, prices do not include sales and use tax, or any other taxes. Applicable sales taxes will be added to all invoices for product delivered to any state and the buyer agrees to pay the same. A tax-exempt certificate must accompany all tax- exempt orders. CHANGE ORDERS - If changes to the specifications and/or quantities set out in this proposal occur after the order has been entered by the seller, then such changes will be regarded as an additional order. In all cases, requests for changes must be in writing from and signed by the buyer. All costs incurred by the seller for cancellations, delays, return freight, etc. will be invoiced to and paid for by the buyer. CONDITIONS OF JOBSITE - The buyer shall render the jobsite clean and clear of debris prior to delivery and installation. If for any reason the jobsite is not available to the seller upon arrival of the material ordered and temporary staging is required, the seller will perform the temporary staging and any costs incurred by the seller for double handling will be invoiced to and paid for by the buyer. STORAGE - If the jobsite is not readily accessible to the seller for delivery or if the jobsite is otherwise not prepared for delivery and installation as specified in these terms and conditions, the goods will be stored until delivery and installation can occur. Placement of goods into storage for any reason shall constitute delivery and invoices for stored goods will be presented immediately. At the time goods are placed into storage, title and risk of loss shall pass to the buyer and the buyer is responsible for providing property insurance to cover this exposure. Additionally, all costs of such storage and any other costs incurred by the seller as a result of the inaccessibility or unsatisfactory preparation of the jobsite will be invoiced to and paid for by the buyer. OVERTIME - All delivery and installation services shall be performed during normal business hours unless the buyer requests overtime in writing. In addition, should overtime be required, the seller will invoice the buyer the difference between the prevailing contractors overtime rates for the applicable trades and the sellers normal hourly rates and the buyer agrees to the pay for the same.

Rev. Oct 2013

ACCEPTANCE, TITLE TRANSFER AN RISK OF LOSS - The buyer shall inspect, count and accept goods or reject damaged goods at the jobsite on the date of delivery and before installation. Should the buyer not provide an individual to inspect, count and sign at the time of delivery, the signature of the seller or its representative shall constitute acceptance of goods. The buyer shall be deemed to have accepted all the goods delivered to the jobsite unless buyer notifies the seller in writing of nonconformity with the specifications set out in the proposal within five (5) days after delivery. All goods rejected by the buyer due to damage incurred prior to or during delivery or due to nonconformity with the specifications set out in the proposal will be repaired to the buyers satisfaction or replaced as soon as practicable by the seller. WARRANTY AND INDEMNIFICATION - The seller warrants that all goods sold and installed by the seller will be in conformity with the specifications set out in this proposal. This is to certify that all cabinets and fixtures furnished by Southside Manufacturing Corporation, Blairs, VA, will be guaranteed for the life of the product, against any defective workmanship or materials. This warranty does not cover damage due to misuse or vandalism. ELECTRICAL/DATA/TELEPHONE - The buyer is responsible for the costs of any and all work required in conjunction with the connection of building power to office furniture systems, the seller is not licensed to provide such services. The seller will only provide installation of manufacturers standard power components specified for use with its office furniture systems. The buyer is responsible for all installation of data and telephone wiring and costs of same. ACTS BEYOND REASONALBE CONTROL - Seller shall not be liable for any delay or failure to deliver any or all of the product when the delay or failure is caused by labor disputes, strikes, wars, riots, acts of God, or any other cause, contingency or circumstances which prevent or hinder the manufacture or delivery of the product beyond the reasonable control of the seller. Should legal action be taken to enforce any of the purchase terms or the obligations of the parties, the suit will be comme nced in Pittsylvania County, and all matters relating to the rights and responsibilities are to be governed by Virginia law.

Rev. Oct 2013