Terms and Conditions of Sale

1. General. This writing constitutes an offer or counteroffer by Janus International Group, LLC ("Seller") to sell to Buyer, under the terms and conditions contained herein, the "Product(s)" and/or "Services" (more particularly described in Exhibit A) specified in Seller's Quotation, Order Acknowledgement, or Invoice (the "Order"). Additional capitalized terms used throughout these Terms and Conditions having the meaning set forth in the Order.
2. Acceptance and Modification. This writing is not an acceptance of any offer made by Buyer. All sales by Seller to Buyer are expressly limited to, and made conditional upon, Buyer's acceptance of these Terms and Conditions. Written acceptance, use, or retention of the Products and/or Services, or payment of the purchase price under the Agreement shall be conclusive evidence of Buyer's agreement to be bound by these Terms and Conditions. In no event shall the shipment of Products or performance of Services under the Agreement constitute acceptance by Seller of any terms and conditions in addition to or different from those provided herein. All terms and conditions, if any, proposed by Buyer are hereby rejected. No such additional or different terms and conditions will be of any force or effect, unless specifically agreed to by an authorized representative of Seller in writing. The Agreement constitutes the entire understanding between the parties with respect to the subject matter of the Agreement and supersedes any prior discussions, negotiations, agreements, and understandings. Modifications of the Agreement can be made only by a writing signed by a duly authorized representative of each party.
3. Prices. The purchase price listed on the Order has been calculated based on the current prices of the materials, including transportation of said materials. However, the parties agree that the market is volatile and price increases could occur. Should there be any increase in Seller's costs including, without limitation, the cost of materials, products, or goods (e.g., steel), the cost of special features (e.g., color), Seller's operational costs (e.g., customs duties), transportation costs (e.g. fuel surcharges) or other factors beyond Seller's control (e.g., specifications, quantities, delivery schedules), the purchase price will change without notice. Any changes to the purchase price are effective as of the first day of the following month. If the purchase price increases prior to delivery of the Products to a carrier for shipment to Buyer, then this Agreement shall be construed as if the increased prices were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased price(s). Freight rates are subject to fuel surcharges at the time of shipping and invoicing.
4. Delivery; Title; Risk of Loss; Storage
   1. Delivery. Unless otherwise provided in the Agreement, all Products will be delivered F.O.B. Destination or its equivalent. Delivery is arranged by Seller on behalf of Buyer through common carrier or other commercial transportation method ("Transportation Service"). Transportation Service charges are prepaid by Seller and added to Buyer's invoice. Seller guarantees no delivery dates, as such dates are estimates only, and reserves the right to make delivery in installments to fill an order or deliver such Product/Service as early as 30 days in advance of agreed schedule. Delay in delivery of any installment shall not relieve Buyer of its obligations to accept remaining deliveries. Seller shall not be liable for any losses or damages as a result of any delay or failure to deliver due to any cause beyond Seller's reasonable control, including but not limited to any Force Majeure event. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay. Buyer's exclusive remedy for other delays and for Seller's inability to deliver for any reason shall be replacing the Products within a reasonable amount of time or adjusting the invoice respecting such Products to reflect the actual quantity delivered. Buyer shall dispose of the packing materials for Products at its own expense, and shall defend, indemnify, and hold harmless Seller for any and all costs or expenses of any kind in connection with such packing waste.
   2. Title; Risk of Loss. Regardless of the shipping arrangements, title and risk of loss or damage and any further cost and responsibility of claims, delivery, and, if applicable, placement and storage shall pass from Seller to Buyer, and delivery shall be deemed complete, upon delivery by Seller to Buyer, upon pickup by Buyer from Seller, or upon moving into storage whichever occurs first.
   3. Storage.Where Buyer notifies Seller that it cannot take timely delivery of the Products, Seller may place such Products in storage. Buyer shall pay Seller a monthly storage fee equal to five percent (5%) of the total invoice of the stored Products.
5. Payment.
   1. All shipments shall be separately invoiced and paid for without regard to subsequent deliveries. Unless otherwise provided in the Agreement, all invoices shall be paid within 30 days after the date of the invoice. If Buyer fails to pay any invoice when due, or if, in the judgment of Seller, the financial condition of Buyer at any time prior to shipment does not justify the extension of credit, then Seller may require: payment in advance, satisfactory security in the form of a line of credit or otherwise, modify the payment terms, suspend and/or terminate manufacture of the Products and/or performance of the Services, or cancel any Order upon written notice to Buyer. All delays occasioned by Buyer's acts shall be at the expense of Buyer. Seller reserves the right to assess reasonable charges for its expenses resulting from such delays. Interest at the rate of 1.5% per month or at the highest rate allowed by law, whichever is higher, shall be charged daily to all overdue accounts. Buyer will reimburse Seller for all costs and expenses (including attorneys' fees and the costs of bringing an action) incurred in collecting any amounts past due.
   2. It is Buyer's absolute obligation to review each invoice received from Seller and to advise Seller, in writing, within no more than 30 days of the invoice date, as to any Sales Tax included on the invoice in error. The failure to timely provide such written notice shall serve to waive any right of Buyer to require Seller to refund, or to seek a refund from any governmental agency, of any Sales Tax charged to Buyer, received by Seller, and remitted to any governmental agency. In the sole and absolute discretion of Seller, Seller may provide a credit or refund of Sales Taxes charged in error and, if Seller agrees to any such credit or refund, Seller may, in its sole and absolute discretion, condition such credit or refund upon receipt of a refund from the appropriate governmental agency. Buyer and Seller shall each be responsible for all federal, territorial, state and local taxes related to its own business income, employment tax, excise tax, motor carrier tax, real and personal property tax and/or any other tax that is based upon income and/or property. Seller may pass through various excise taxes, fuel taxes and/or other taxes directly associated with the sale of Products and Services and imposed upon sale of Products and Services to the Buyer on the invoice.
   3. If a dispute arises between the parties concerning Buyer's alleged right to setoff or recoupment against Seller, the parties shall negotiate in good faith to resolve such dispute. Notwithstanding the foregoing, Buyer agrees that payments owed to Seller for Products supplied or Services rendered under the Agreement are not subject to any setoff or recoupment by Buyer unless and until Seller agrees in writing to such setoff or recoupment, and that Buyer shall not exercise its right to setoff or recoupment in connection with any disputed, contingent, or unliquidated claims.
   4. Buyer grants Seller a purchase money or similar security interest in Products located in any jurisdiction where such security interest is permitted, as well as any proceeds therefrom, for the purpose of securing all obligations of Buyer hereunder. Buyer authorizes Seller to execute on Buyer's behalf and file such financing statements as Seller deems appropriate to perfect and/or notify Buyer's creditors of Seller's security interest. In this regard, Buyer hereby grants Seller an irrevocable Power of Attorney, coupled with an interest, with respect to filing any such financing statements.
   5. Seller shall have no liability whatsoever if Buyer makes payment (in whole or in part) to: (i) any bank account other than the bank account specified by Seller or (ii) to any entity other than the entity listed at the beginning of these Terms (e.g. Janus International Group, LLC and its domestic and international affiliates). Seller shall not be responsible for any losses suffered by Buyer due to third party fraud, including, without limitation, false change of bank account communications, identity theft and other scams. To the extent Buyer receives any communication notifying Buyer of a change in Seller's designated bank account, Buyer is required to verify the authenticity of the same directly with Seller.
6. Changes; Cancellation; Termination
   1. Changes. Seller reserves the option to change a Product/Service as long as the change does not affect form, fit, or function. Seller is entitled to rely upon all drawings, routings, dimensions, bills of material, and other items supplied by Buyer for the manufacture of Products, and any change to the foregoing after Seller's design work has begun will result in additional charges. Products not in accordance with specifications will be rejected and held at Buyer's risk awaiting disposal. Buyer must pay freight on all rejected Products.
   2. Cancellation/Termination. In addition to any remedies that may be provided under the Agreement, Seller may terminate any Order for Products or Services then outstanding and/or cause any Products, with respect to which either Transportation Services or Storage Services are being provided, to be returned to Seller wherein in either event ownership thereof shall automatically revert to Seller with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under any Order for Products or Services, and such failure continues for 7 days thereafter; (ii) has not otherwise performed or complied with any term or condition of the Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. In the event Seller cancels or terminates the Order(s) for Products or Services pursuant to this Section, Buyer shall pay Seller reasonable Termination Charges. "Termination Charges" include without limitation any costs of manufactured materials or Products, freight, tax, and other direct costs and labor costs, whether or not billed for or shipped at the time of Seller's termination as well as any amounts due for Services provided, whether or not billed for at the time of termination, which are attributable to the subject Order(s), whether partial or complete, pertaining thereto. If Buyer cancels or terminates the Order(s) for Products or Services for any reason whatsoever, Buyer agrees to pay Seller reasonable Termination Charges. Buyer shall promptly pay Seller its reasonable Termination Charges and any other amounts due, upon submission of Seller's invoices thereof.
7. Warranty. Unless a different warranty is expressly specified on the applicable product information sheet (in which case such warranty governs), Seller warrants that each Product meets Seller's applicable Product specifications at the time Seller ships each Product. Seller MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE. If a Product does not conform to this warranty, Buyer's sole and exclusive remedy is, at Seller's option, repair or replacement of the nonconforming Product or refund of its purchase price. Seller has no obligation under this warranty with respect to Products that are modified or damaged by Buyer, including through misapplication, misuse, abuse, accident, neglect, or mishandling. Buyer must notify Seller within 45 days after receipt that it believes a Product is non-conforming and, thereafter, cooperate with Seller's investigation of such claim, otherwise Buyer waives any right or claim with respect to such non-conformance.
8. Intellectual Property Indemnification. Provided Buyer is current with its payment obligations to Seller and is in full compliance with its obligations hereunder, and subject to the limitations set forth herein, if Buyer receives a claim that Products, or part thereof manufactured by Seller infringes a patent, Buyer shall notify Seller promptly in writing and give Seller information, assistance and exclusive authority to evaluate, defend and settle such claim. Where Buyer has furnished specifications/designs for the manufacture of the allegedly infringing Products, Buyer shall defend, indemnify and hold harmless Seller against third-party claims for infringement arising out of Seller's use of such specifications/designs.
9. Limitation of Liability.
   1. THE TOTAL LIABILITY OF SELLER ON ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OF ANY DEGREE AND STRICT LIABILITY), UNDER WARRANTY, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE MANUFACTURE, SALE, TRANSPORT, DELIVERY, RESALE, REPAIR, INSTALLATION, REPLACEMENT OR USE OF ANY PRODUCTS, SHALL NOT EXCEED THE PRICE ALLOCABLE TO THE PRODUCT OR PART THEREOF WHICH GIVES RISE TO THE CLAIM, REDUCED BY ANY AMOUNT DUE SELLER. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR PATENT INFRINGEMENT) OR OTHERWISE, SHALL SELLER, ITS AFFILIATES, SUBCONTRACTORS, OR SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES, BE LIABLE: (I) TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER, OR (II) TO BUYER FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES OR COSTS (INCLUDING ATTORNEYS' FEES) OR LOST PROFITS, REVENUES, USE, TIME, SAVINGS, PROPERTY, DATA, GOODWILL, OR ASSOCIATED EQUIPMENT COST, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, OR DOWNTIME COSTS IN CONNECTION WITH OR ARISING OUT OF ANY ORDERS, PRODUCTS, OR SERVICES PROVIDED BY SELLER OR ANY BREACH OF THE SAME IN ANY MANNER, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF ESSENTIAL PURPOSE, CONSIDERATION, OR OF AN EXCLUSIVE REMEDY. If Buyer transfers title to, or leases Products sold hereunder to, or otherwise permits or suffers use by, any third party, Buyer shall obtain from such third party a provision affording Seller and its subcontractors/suppliers the protection of the preceding sentence. Any action against Seller must be brought within 18 months after cause of action accrues.
   2. Stacked Locker System. Buyer understands and acknowledges that the maximum recommended locker load capacity (the "Maximum Load Rating") for the Product known as the stacked locker system is 62.5 pounds per square foot. Seller shall have no obligation or liability to Buyer or to any end-user for any reason whatsoever for any claims, damages, costs, or losses in the event weight placed on the locker floor at any point exceeds 62.5 lbs. per square foot. Buyer acknowledges that it has a duty to and is solely responsible for notifying any end-users (e.g. the facility owner or operators, tenants, etc.) of the stacked locker system of this Maximum Load Rating. Weight applied in excess of the Maximum Load Rating will void the Seller's limited warranty with respect to the locker system and Buyer and end-user expressly assume the risk in so doing. Seller shall have no liability whatsoever to Buyer or any end-user in the event weight placed on the locker floor is in excess of 62.5 pounds per square foot.
10. Indemnification. Buyer shall indemnify, hold harmless, and defend Seller against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys' fees, that are incurred by and/or awarded against Seller (collectively, "Losses"), arising out of any third party claim alleging: (i) breach or non-fulfillment of any provision of these Terms by Buyer or Buyer's personnel; (ii) any negligent or more culpable act or omission of Buyer or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under these Terms or any Order; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Buyer or its personnel (including any reckless or willful misconduct); or (d) any failure by Buyer or its personnel to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under these Terms or any Order.
11. Excusable Delays. Seller shall not be liable for delays in delivery or failure to perform due directly or indirectly to causes beyond Seller's reasonable control including, but not limited to: acts of God; war; terrorism; civil commotion; riots; embargoes; government regulations, orders, instructions or priorities; port congestion; acts of or failure to act on the part of Buyer or its agents/employees; fires; floods; sabotage; nuclear incidents; earthquakes; storms; epidemics; pandemics; national emergencies; strikes; lockouts or other labor difficulties; shortages of or inability to timely obtain proper labor, Products, components, shipping space or transportation, fuel, supplies or power at current prices; or due to limitations imposed by the extent of availability of Seller's normal manufacturing facilities. Further, If Seller's performance of its obligations under any Order is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under the Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
12. Confidentiality; Proprietary Information
    1. Any non-public, confidential or proprietary information of Seller, including, without limitation, pricing information, Data (hereinafter defined), production processes or specifications, provided by Seller to Buyer is proprietary to Seller and shall be held in confidence by Buyer, shall only be used by Buyer in connection with the respective sale, and shall not be used for any other purposes or disclosed to third parties without Seller's prior written consent. Buyer shall be liable for any loss to Seller or commercial gain by others from unauthorized use of confidential information occasioned by Buyer's failure to comply with this provision. The purchase of Products shall not include any right to supply of technical information such as drawings or specifications.
    2. Proprietary information, including drawings, documents, technical data, reports, software, designs, inventions and other technical information supplied by Seller in connection herewith, whether or not constituting a trade secret (hereinafter collectively referred to as "Data"), shall remain Seller's sole property and shall be held in confidence by Buyer. Data shall not be reproduced, used or disclosed to others by Buyer without Seller's prior written consent. Upon completion of Order(s), Buyer shall promptly destroy, at its own costs, all Data together with all copies or reprints thereof then in Buyer's possession or control, and Buyer shall deliver within 48 hours of such destruction to Seller written certification signed by an authorized representative of its compliance with this paragraph. Buyer shall thereafter make no future use, either directly or indirectly, of any Data or any information derived therefrom without Seller's prior written consent. The foregoing shall in no way obligate Seller to provide or supply Data. Data shall not include information that is readily available to the public through no wrongful act of Buyer or others.
13. Damages to Doors.
    1. Seller's doors are packaged and loaded with care to minimize transit damage. However, due to road conditions and shipper handling procedures outside Seller's control, there are exceptions. Small dents or dings, as well as light paint damage due to wear and tear in transit, are classified as normal and, therefore, are NOT an approved reason to return or refuse delivery of the door. Seller will supply touch up paint but cannot accept a return of any door in a condition described in this paragraph.
    2. Visible shipping damages other than those described in the immediately preceding paragraph must be reported to Seller, in writing, immediately. If Buyer sees physical damage to the carton, please show it to the delivery person and ask permission to open and inspect the package before signing for it. If Buyer notices damage to the item inside the carton DO NOT ACCEPT IT AND DO NOT SIGN FOR IT! Simply inform the driver that Buyer is refusing delivery due to damage and contact Seller immediately to make a report so Seller can have a replacement shipped to Buyer as promptly as possible. Buyer MUST check the door(s) upon arrival as Seller cannot and will not be responsible for any damages or missing items once Buyer has already signed for them. In the event Buyer determines there is any damage other than as set forth in the immediately preceding paragraph or that is visible upon receipt, such damage must be reported within 7 days of signing the shipping/delivery documents. No claim will be considered or accepted that is not reported as set forth herein. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer's exclusive remedies for the delivery of damaged or non-conforming Products. Except as provided under this Section, all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased other than as set forth herein.
    3. According to the Door & Access Systems Manufacturers Association (DASMA), "a common occurrence with rolling door products, under normal usage of such products, is the wearing away of the painted surface of the curtain. This condition occurs as the result of the curtain repeatedly coiling upon itself, and then repeatedly uncoiling, upon the opening and closing of a rolling door." Therefore, normal wear and tear from metal to metal contact is not covered under the Seller's paint warranty.
14. Dies, Tools, Patterns. Seller's charges for dies, molds, patterns and the like represent the Buyer's proportionate cost thereof, it being expressly understood that they remain the exclusive property of Seller. Modifications made to dies, molds, patterns and the like in order to manufacture Products shall be at the sole discretion of Seller.
15. Privacy. To the extent Buyer's data or information includes personal data, Seller represents and warrants to only process such data pursuant to its privacy policy as set forth at https://www.janusintl.com/privacypolicy. Contact privacy@janusintl.com for further questions.
16. Anti-Corruption. Buyer agrees that in connection with its purchase hereunder, it shall comply with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (15 U.S.C. Sections 78DD-1, et. seq.). Seller may terminate the Agreement or any Order hereunder if it has a good faith belief that Buyer has violated, intends to violate, or has caused a violation of any anti-corruption laws.
17. General.
    1. Governing Law.The Agreement shall be governed by and construed according to the internal laws of the State of Georgia, U.S.A. without reference to principles of conflicts of laws. The United Nations Convention on the International Sale of Products shall not apply.
    2. Arbitration. Any claim or controversy arising out of or related to this Agreement or the breach thereof shall be subject to mandatory and binding arbitration before either Henning Mediation and Arbitration Services or Miles Mediation and Arbitration Services in Atlanta, Georgia. A single arbitrator mutually agreed upon by the parties will arbitrate the arbitration. If the parties cannot agree upon a single arbitrator, the arbitrator will be selected pursuant to the rules of the Arbitration service selected. The Arbitration will be conducted and enforced pursuant to the laws of the Georgia Arbitration Act and the Rules of the Arbitration service selected. The Arbitration Award is final and binding and shall be enforceable in any court of competent jurisdiction. Nothing herein shall preclude a party from filing suit for the purpose of obtaining temporary or preliminary injunctive relief or to compel arbitration pursuant to the terms of this Agreement. Notwithstanding the foregoing, neither party shall be precluded from filing an action to compel compliance with the terms of this paragraph. The exclusive forum for adjudication of any action to compel arbitration must be in the Superior Court of Fulton County, Georgia or the United States District Court for the Northern District of Georgia, Atlanta Division. Buyer and Seller hereby consent to personal jurisdiction and venue in such courts in any proceeding authorized hereunder.
    3. Attorneys' Fees. If Seller enforces any term or condition in the Agreement, Buyer shall be liable to Seller for all costs, including attorneys' fees, incurred by Seller in enforcing the Agreement and in collecting any sums owed by Buyer to Seller.
    4. Entire Agreement and Modification. The Agreement, together with any other terms specifically agreed to in writing by Seller or those referenced by Seller herein, constitute the entire agreement between Buyer and Seller and supersede any prior or contemporaneous representations, agreements, proposals, warranties, or understandings, oral or written, express or implied. No waiver, modification, amendment, rescission or other change to the Agreement shall be binding unless specifically agreed to in writing by an authorized representative of Seller.
    5. Severability. The invalidity, of any part hereof shall not affect the validity of the remainder. The failure of Seller to assert any right at any time hereunder shall not prevent Seller's subsequent assertion of the same or different rights.
    6. Assignability. No assignment of the Agreement or of any rights or obligations under the Agreement shall be made by Buyer without the prior written consent of Seller. In the event of a proper assignment, the Agreement shall be binding upon and inure to the benefit of Buyer's successors or assigns.
    7. Waiver. Seller's failure at any time to insist upon strict performance by Buyer of the terms of the Agreement, shall not be construed as a waiver of Seller's right to demand strict performance. The express waiver of one provision of the Agreement shall not be deemed a waiver of any other provision of the Agreement.
    8. No Public Announcements; Required Disclosure. Buyer shall not issue or permit to be issued press releases or publicity in any form that relates to the Agreement or the subject matter thereof without the express written consent of the Seller, except if and to the extent that Buyer (based on the reasonable advice of counsel) is required (i) by applicable law, (ii) pursuant to any rules or regulations of any securities exchange of which the securities of Buyer are listed or traded, or (iii) in connection with enforcing its rights under the Agreement (each a "Required Disclosure") to make a public disclosure or filing. In the event of a Required Disclosure under (i) and (ii), Seller shall consult with Buyer regarding the substance of the Required Disclosure and allow Seller to review, comment on, and reasonably change the content of the Required Disclosure prior to its publication or filing. Seller shall be liable for any failure of its affiliates or representatives to comply with the restrictions set forth under this Section.
18. Statutory Requirements.
    1. Seller reserves the right to make any changes in the general specifications of the Products which are required for the Products to conform to any statutory or other applicable legal requirement. Any clause required to be included in an agreement of this type by any applicable and valid federal, state, or local law or administrative rule having the effect of law shall be deemed incorporated herein.
    2. Upon information and belief, Seller's Products are compliant with the ADA Accessibility Guidelines (ADAAG). Any representation with respect to ADAAG accessibility after the sale of Products is the express responsibility of the Buyer or owner of the respective facility where the Products reside, and Seller shall have no liability in connection with any third-party representation regarding Product ADAAG compliance.

EXHIBIT A

A. PERFORMANCE OF INSTALLATION SERVICES

A.1. When required by an Order or Sale or Products, installation Services shall mean the services and materials, whether completed or partially completed, including all other labor, materials, equipment and services provided or to be provided by the Seller to fulfill the Seller's obligations under the Order or Sale of Products and any exhibits thereto or referred to therein.

A.2. With respect to Services, Seller shall (i) execute Services and materials required by each Order or Sale of Products, or execute the Services pursuant to such other document as the Seller and Buyer may mutually agree upon; and (ii) to the extent required, provide one crew, but in the event additional crew is required as a result of changes in scope, additional costs may apply. Seller uses non-union labor.

A.3. Seller shall not be responsible for (i) providing electrical, heat, water or other utility services; (ii) water stains, water removal, or clean up in the Services area, or (iii) for delays or additional costs incurred as a result of the failure to comply with any state or local building ordinances not specifically identified by Buyer or its representative, in writing, at the time of Order or Sale of Products.

A.4. With respect to Services, Buyer shall (i) pay Seller the amount for Services agreed upon in current funds in accordance with the terms set forth herein; (ii) secure and pay for the building permit as well as all other permits, fees, licenses and inspections necessary for proper execution and completion of Services; (iii) provide safe and secure storage area for all material, tools, equipment, or Products related to Services hereunder; (iv) provide clear and unobstructed, 10 x 10 minimum, loading area into building; (v) secure and pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities; (vi) provide Seller with a clear path for continuous work by installing MEP work and fire protection prior to Seller installation; (vii) provide Seller with a dry and clean work area; (viii) provide all temporary facilities, including power, water, sanitation, adequate lighting, dumpsters, and free use of elevator or hoist without appointment; (ix) provide Seller with access to the site to work a 60-hour work week; and (x) provide Seller with any other item not specified hereunder as may be necessary for Seller to complete the Work and fulfill its obligations under the Order or Sale of Products.

A.5. Unless otherwise included in the Order or Sale of Products, (i) labor is excluded for custom field cutting of any of Seller's Products as part of any accommodation for obstructions. Such obstructions may be defined as but not limited to: HVAC, electrical conduits, sprinkler pipes, and any other obstruction that may pass through or around the hallway/partition system provided by Seller; (ii) material and labor are excluded for lining and trimming around the following areas: perimeter walls existing or provided by the building manufacturer, any walls composed of concrete or drywall, columns located anywhere either inside or outside of storage areas, exposed beams visible from the hallway or inside storage units, insulated walls exposed in hallways or from inside storage units, man doors located inside hallways or on walls provided by others, windows located on perimeter walls or in areas visible from hallway, inside stairwells, elevators entrances, entry vestibules, around hollow metal door(s) located in and around the hallway system, and covering any fire spray applications; and (iii) material and labor is excluded from pipe wrapping.

A. 6. Buyer shall be responsible for any arrangements necessary for any cutting of the hallway/partition system, if required. Any damage to the hallway/partition system due to field cutting caused by an unauthorized Installer of Seller voids any warranty provided by Seller and is the sole responsibility of Buyer.

Revised: June 5, 2023