Terms and Conditions of Sale Agreement

(Delaware)

DEFINITIONS:

-    Seller or BRS – Belair Road Supply Co., Inc. also doing business and known as “BRS”, with headquarters at 7750 Pulaski Hwy, Baltimore, MD and with distribution outlets in Maryland and Delaware.

-    Buyer – the firm, organization, company, entity, corporation, etc. that is purchasing goods and/or services from BRS.

-    Stocked Items – items that Seller has elected to procure and stock on Seller’s premises for the purpose of retail sales.

-    Non-Stocked Items – Items specifically stocked by Seller’s Supplier but are not stocked by Seller.

-    Custom Items – Non-Stocked items are identified on Seller’s Sales Order as having a Product Code that begins with “zz”. Custom items may require a partial or full non-refundable deposit/pre-payment being made to and received by Seller prior to Seller initiating the order fulfillment process which includes, but is not limited to, the procurement of any Custom item.

Entire Agreement - This Agreement constitutes the entire agreement among the parties pertaining to the Terms and Conditions of Sale. Buyer agrees to be bound by all terms and conditions set forth herein. Any other terms and conditions, including those included in Buyer’s purchase order or in any other written document or verbally communicated that are inconsistent with the terms and conditions herein are not binding upon Seller and shall have no effect. No amendment, supplement, modification, or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby and signed by both parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This agreement is subject to change without prior notice.

Acceptance – By placing an order with Seller, Buyer agrees to and is bound by all of the provisions of this agreement at the time of acceptance of order.

Severability – Any provision of this agreement that is determined to be invalid shall not invalidate or deem unenforceable any other provision of this agreement.

Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, with jurisdiction and venue within the State of Delaware.

Prices – Prices for goods and services are subject to change without prior notice. Prices for goods not accepted or services provided by Buyer at the time goods are available or services scheduled are subject to change prior to acceptance.

All Warranty – Goods sold as related to this Sales Order are to be used in the manner intended by the product’s manufacturer. Any and all warranty conditions and information are strictly provided by the manufacturer, and not BRS. Buyer assumes all risk and liability for loss, damage or injury to persons or property of Buyer or other arising out of the use or possession of any goods sold hereunder. Seller makes no warranty, express or implied, and none shall be implied by law; any implied warranty of merchantability or fitness for a particular purpose is hereby disclaimed by seller and excluded from the agreement.

Claims – Any claim by Buyer against Seller other than warranty claims must be made in writing within ten (10) days of receipt of goods by Buyer and must state the factual basis for such claim. Failure to make any such claim within ten (10) days of receipt of goods constitutes acceptance of the goods and waiver of all claims with respect to such goods. All provisions of this Agreement relating to warranties, remedies and claims shall survive any termination of this Agreement however

arising.

Indemnification – Buyer agrees to indemnify and hold Seller harmless from and against all liabilities, costs, losses, or expenses, including reasonable attorneys’ fees, incurred or suffered by Seller as a result of or in connection with Buyer’s breach of any of its obligations hereunder.

Buyer Purchase Orders – To ensure accuracy of all orders Buyers are required to provide signed purchase orders clearly stating the items they have agreed to purchase from Seller. If the job specifications change after the order is accepted by BRS, Buyer will remain responsible for the accepting those products. Only relief from this is if the item in question is a regularly stocked item by BRS, otherwise review the BRS return policy for possible alternative relief.

Plan Take Offs – Plan take offs are available on a limited basis. If BRS performs such activities it accepts no responsibility for accuracy and may not be held liable for any errors that result. Buyers must accept full legal and financial responsibility for all specifications, including those that may result from BRS providing a plan take off.

Payment – Payment is due at the time of sale for goods not otherwise purchased on terms previously granted in writing by BRS. Alternate payment terms are only be granted by contacting BRS Corporate office and subsequently confirmed in writing. Buyer agrees to pay for all orders made on Buyer’s account in accordance with the prices and payment terms in effect for the account at the time Buyer places an order on account. A late payment charge of 1.5% per month on Past Due amounts or, if less, the maximum permitted by law, will be added to all outstanding balances after 30 days from the date payment is due as listed on the invoice.

Payment Options – Payment may be made by United States currency, a credit card that is accepted by Seller, Cashier’s Check or EFT. Seller does charge a 3.0% service charge for credit card charges and does require all credit cards to be physically present at the time of charge.

Default – In the event that Buyer defaults in payment, Seller may, in its sole discretion, suspend shipment of goods on order and/or refuse additional orders at such time. Buyer shall be liable for all costs incurred by Buyer in connection with such default including, but not limited to, attorney and collection agency fees.

Price Changes – Seller reserves the right to change prices without advance notification.

Orders for Non-Stock Items and Custom Items - Seller will provide a separate document entitled “Special Order Approval” as related to any Sales Order that contain one (1) or more Non-Stock and or/Custom items being purchased by Buyer. The fulfillment of any obligation related to a Non-Stocked Item(s) listed on this Sales Order, including but not limited to the procurement of a Non-Stocked Item(s) shall not commence until Buyer fully executes and returns the “Special Order Approval” document to Seller and Buyer has met any and all requirements imposed by Seller on Buyer including receipt of payment in full for the Special Order item. In addition, the process of fulfillment process associated with this Sales Order will not commence while the Sales Order remains on Credit or any other type of hold.

Delivery – In Instances where Buyer elects to have a portion or all of the material listed on an order delivered to a valid address, Buyer, at the time of order, must provide in writing the item or items and associated quantity or quantities to be delivered, the address where the material is to be delivered, the times and days of the week the material can be delivered, the contact information of the person or persons that is authorized to accept, inspect and sign for the delivery, any and all known restrictions, limitations, hindrances and constraints that affect delivery of the material, the Buyer’s ability to unload the material from Seller or Seller’s Agent’s vehicle. Buyer is responsible for all costs associated with any delays, re-delivery charges and demurrage that is directly or indirectly related to the correctness and/or completeness of the delivery information provided by Buyer at the time of order.

Job Site Safety – In Instances where BRS delivers material(s) to Buyer’s job site, Buyer is required to provide safe access to the site in order to allow for BRS equipment, vehicles, and BRS employees to safely complete the delivery of materials. Any regulations in effect at the job site must be provided to BRS prior to delivery in order to allow BRS to comply with such regulations. BRS may refuse to deliver materials if job site conditions are unsafe for BRS equipment, vehicles, and/or personnel. Buyer’s failure to provide for a safe delivery of materials may result in a second delivery fee when safe conditions are provided for and BRS makes final delivery of materials.

Returns – Seller offers a 45-day return policy for limited items. Any item being returned must be in Like-New condition which will be determined at the sole discretion of the Branch Manager.

1. All Custom items are non-cancellable, non-refundable, and non-returnable.
2. All stone products sales are Final and Non-returnable.
3. Stock Items may be returned within forty-five (45) calendar days of receipt from Seller or Seller’s Supplier and must be in new, unused condition. A copy of the approved Credit Note must accompany the returned material. Any damaged or altered material will not be accepted. Custom order “zz” items are non-returnable and non-refundable. When a return has been authorized the customer must physically return the material within seven (7) days of the Credit Note date.
4. Non-stock “zz” Items may only be returned if they can be returned to the manufacturer and will be charged any fees associated. This will be determined by the Branch Manager prior to issuing a Credit Note authorizing a return. Customer will be responsible for any freight, handling fees, demurrage, and chargers to the Seller associated with returning product to the original manufacturer or distributor. When a return has been authorized the customer must physically return the material within seven (7) days of the Credit Note date
5. All returns must be authorized in writing by the Branch Manager at the location product is being returned prior to the return of all material(s). The Customer must have the original Sales Order must be presented to the Branch Manager before a Credit Note can be created and reviewed.
6. Once approved the Customer will receive a written Credit Note that authorizes the physical return.
7. Any return presented by Buyer to Seller without an approved Credit Note will not be entertained nor accepted under any circumstances.
8. A 25% restocking charge will be applied to any authorized returns.
9. Refunds will be returned to the BRS customer in the same form as they were received. Cash and credit card returns will be limited to $250.00 in their original payment form. Amounts over that will be returned in the form of a Company check, and may take up to 10 business days to receive.

FORCE MAJEURE – Force Majeure of any kind including but not limited to, acts of God; acts of terrorism; acts of government; unforeseeable transportation availability, delays and interruptions; labor shortages, strikes, lockouts; raw material, supplies and component availability and any other impediment, interruption, restriction, encumbrance or interference beyond the control of Seller and/or Seller’s Supplier(s) that prevents or delays Seller from initiating, performing or completing Seller’s obligations as related to any Sales Order, in part or in full, as related to the Sales Order as long as Force Majeure is in effect, relieves Seller of all open obligations as related to this Sales Order including but not limited to, fines, penalties, charges and breach of contract to Buyer as related to Buyer’s agreements with other Buyers. While Force Majeure is in effect and Seller’s Supplier is unable to complete in full Supplier’s obligation to Seller, Seller is under no obligation to purchase the unfulfilled open balance of the Supplier’s obligation from other Suppliers and Seller reserves the right to distribute the fulfilled portion of the obligation among the Seller’s Buyers. Should Force Majeure remain in effect for more than six (6) weeks, both Seller and/or Buyer have the right to cancel Seller’s Sales Order and/or Buyer’s Purchase Order for any unfulfilled obligations at no cost to either party as related to any balance of any unfulfilled obligation(s).