dancker Terms and Conditions of Sale (dancker as Seller)

PURCHASE ORDER AND CREDIT APPROVAL – The Buyer’s purchase order will be required for all orders. The purchase order shall include the requested delivery date, delivery and invoicing location, product quantity, descriptionand pricing, and freight, delivery, and installation charges if applicable. If, in the event that, the Buyer does not generate a formal purchase order and does not require a purchase order number printed on each of the Seller’s invoices, the Seller’s quote signed by the Buyer will serve as a purchase order. Acceptance of the Buyer’s purchase order by the Seller is subject to credit approval. All quotes are valid for 30 days. Any changes to this quote must be approved by the buyer prior to order placement. Buyer acknowledges use of the product is for their own use and not to be resold.

TERMS OF PAYMENT – Payment by the Buyer of the Seller’s invoice is due according to agreed upon terms. A standard fifty percent (50%) deposit of the total purchase price, including applicable taxes, is required with each purchase order prior to order placement, however there may be instances that the deposit amount requested could vary. This deposit will be applied on a prorated basis (as a percentage of the total purchase price) to each invoice as billing occurs. All orders not paid by check or ACH/WIRE will be assessed a 5% handling fee. Cancellation and Order changes must be confirmed in writing and are subject to the Seller’s approval. The buyer will pay all additional charges for Order changes, to include changes to Order quantities, scope of work, product finishes or fabric, and product selection. Express ship orders cannot be changed or cancelled. All products are manufactured to customer specifications and therefore, cannot be cancelled or returned. Restocking programs are not available. Unless otherwise agreed to by the Seller in writing, these Terms supersede the terms and conditions in all other purchase orders and documents provided by the Buyer.

INVOICING – The Seller will invoice the Buyer when the product is delivered to the Buyer’s site or to a storage facility, in accordance with Paragraph 8 (STORAGE) of these Terms and Conditions. Installation labor that is listed on a separate line on the order will be billed after the installation is complete, and before punch list completion. Installation labor included in the product price will be billed upon install completion. Invoices are due in full net 30 days from the Invoice date. The Buyer agrees to payment and can withhold amount related to the punch list item(s) until punch list items are completed.

TAXES – Unless specifically indicated, prices do not include sales, excise or any other taxes. Any applicable taxes will be added to all invoices and the Buyer agrees to pay same. A tax-exempt certificate must accompany tax-exempt orders.

CHANGES – If changes in the specifications and/or quantities set out in this proposal are desired by the Buyer after the order has been entered by the Seller, such changes will be regarded as an additional order (additional Buyer’s purchase order required) and will be charged for at the prevailing prices. In all cases, requests for changes must be in writing from the Buyer. Any costs incurred by the Seller for cancellation, delays, etc. will be invoicedto and paid by the Buyer.

SPECIALS – Specially manufactured goods, including customer’s own material (C.O.M.), will be invoiced to the Buyer at time of C.O.M.

shipment to the manufacturer or in accordance with the manufacturer’s requirements. Payment by the Buyer is due upon receipt of the invoice.

CONDITIONS OF JOBSITE – The Buyer shall render the jobsite clean, clear and free of debris prior to delivery and installation. Electric current, heat, hoisting and/or elevator service will be furnished without charge to the Seller, as shall adequate facilities for offloading, staging, moving and handling. If for any reason the jobsite is not available to the Seller upon arrival of trailers and if temporary staging is required, the Seller will provide the temporary staging and any costs incurred by the Seller for double handling, transportation, storage, etc. will be invoiced to and paid by the Buyer. The Seller will be excused from its inability to perform in the event of acts beyond its reasonable control, force majeure delays such as flood, fire, labor disputes, war, etc.

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 Paragraph 7 of these Terms and Conditions, the goods will be stored until delivery and installation services can occur. Placement of goods into storage for the aforementioned reasons shall constitute delivery and invoicing for the goods will begin immediately. dancker will require Buyer to sign a bill and hold authorization form which is an agreement to accept ownership, title and assume all associated risk of loss related to Seller holding inventory. At the time goods are placed into storage, all costs of such storage and any other costs incurred by the Seller because of the inaccessibility or unsatisfactory preparation of the jobsite will be invoiced at the Seller’s current rate per sq ft of product until job site is ready and paid by the Buyer. Product will be billed to Buyer upon signed agreement and payment is expected according to payment terms.

OVERTIME & UNION TRADES – All prices have been determined without provision for overtime by the Seller’s personnel or agents. All delivery and installation services shall be performed during normal business hours unless the Buyer requests overtime or union trades in writing. In addition, should overtime or union trades be required, the Seller will invoice the Buyer the difference between the prevailing contractor overtime or union rates for the applicable trades and the Seller’s normal hourly rates and the Buyer agrees to pay same.

INSURANCE – The Seller carries commercial general liability, workers’ compensation and automobile insurance and certificates to that effect will be delivered to the Buyer upon request.

ACCEPTANCE, TITLE TRANSFER AND 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 goods delivered to it unless it notifies the Seller in writing of nonconformity with the specifications set out in this proposal within five (5) days after delivery. Title (including as noted in Paragraph 8 of these Terms and Conditions), risk of loss (including as noted in Paragraph 8 of these Terms and Conditions) and responsibility for the safeguarding of all goods shall pass to the Buyer upon delivery at the jobsite. The Buyer is responsible for providing property insurance to cover this exposure and agrees to indemnify and hold the Seller harmless from any loss or expense incurred by reason of loss, theft or damage of any goods so delivered. 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 this proposal will be repaired to the Buyer’s 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. All furniture is warranted by the Seller to be free from defects in materials or workmanship for a period of twelve (12) months from the date of invoice unless otherwise specified. The Buyer hereby acknowledges that the Seller is not the manufacturer of the goods and agrees to indemnify and hold the Seller harmless from and against any and all claims or damages.

TRASH REMOVAL – Trash removal is the responsibility of the Seller. However, if union jurisdiction at the jobsite prevents removal of trash by the Seller’s personnel or agents, the entire cost of the trash removal will be borne by the Buyer.

ELECTRICAL WORK – The Buyer will be responsible for any and all electrical work required in conjunction with the installation of office furniture. This includes, among other items, the inside delivery and installation of electrical components, the connection of (and between) all office furniture systems and power hookups.

SPECIAL CONDITIONS – All the obligations of the Seller are set forth herein and may not be modified except in writing by an officer of the Seller.

THIS DOCUMENT IS THE SOLE AND EXCLUSIVE PROPERTY OF dancker. THIS QUOTE SHALL NOT BE DIRECTLY/INDIRECTLY DISCLOSED TO OR USED BY ANY OTHER PERSON, FIRM OR CORPORATION WITHOUT WRITTEN CONSENT OF dancker.