Lawrence R. McCoy Co., Inc., Buyer, agrees to purchase from the Seller identified on the reverse side hereof the goods described on the reverse side hereof upon the following terms and conditions:

1. Description of Goods. Seller shall transfer and deliver to Buyer the goods described on the reverse side hereof.

2. Time of Delivery. Buyer shall have the right to specify date of shipment. Seller agrees to notify Buyer if Seller cannot deliver as specified by Buyer.

3. Delivery in Lots. Buyer shall have the right to demand all of the goods at one time or in portions from time to time during the period specified by Buyer.

4. Place of Delivery. The goods shall be delivered to the place specified by Buyer. Notwithstanding Buyer’s having previously specified a place of delivery, Buyer may specify a substitute place of delivery and may, at Buyer's expense, divert goods in transit to such new place of delivery.

5. Method of Tender and Place of Delivery. This is a destination contract. Seller shall adequately package and ship the goods in the most economical manner or as otherwise instructed by Buyer.  Railroad cars must be loaded according to the Association of American Railroad Loading Rules. Seller cannot make tender under this contract by offering Buyer documents of title representing the goods.

6. Amount of Price. The price to be paid in U.S. dollars by Buyer shall be as described on the face hereof. Transportation charges after bringing the goods to the carrier and loading the goods, actually incurred and paid by Seller, shall be added to such price, as well as sales taxes for which Buyer is liable actually. No adjustments will be made for fluctuations in exchange rates. No other charges, including, but not limited to, interest in excess of simple interest at the rate of 5% per annum as set forth below, service charges, collection costs, and attorney's fees, shall be added. Simple interest at the rate of 5% per annum may be added by Seller at its option on accounts overdue for more than thirty days after notice of the exercise of such option actually delivered to Buyer prior to its payment for the goods.

7. Time of Payment. Buyer shall pay for the goods within the time normally specified by Seller for purchase of goods of the type and quantity described herein, receiving all normal discounts generally applicable for purchasers of such type and quantity.

8. Method of Payment. Payment may be made by check, as well as in legal tender.

9. Buyer's Obligations Upon Rejection of Goods. If Buyer rejects any goods tendered under this contract, it may resell them for Seller's account as soon as is practical. If no sale is made in accordance with this provision, Buyer may immediately inform Seller by telephone and follow whatever instructions are given or Buyer may reship the goods to the Seller, collect. In the event of a sale by Buyer for Seller’s account, after a proper rejection, Seller agrees to pay the reasonable expenses of the sale, including a commission of 5% to the Buyer.

10. No Replacement of Defective Tender. Every tender of goods must fully comply with all provisions of this contract. A tender made which does not fully conform shall constitute a breach. Seller shall have no right to substitute a conforming tender.

11. Identification - Risk of Loss. Identification of the goods under Section 2-501 of the Uniform Commercial Code shall occur at the moment that this offer is accepted by Seller. Risk of loss of the goods shall pass to the Buyer at the time that the goods are actually delivered to Buyer.

12. Title. Title to the goods shall remain with the Seller until the Buyer or its purchaser actually receives the goods.

13. Right of Inspection. Buyer shall have the right to inspect the goods in any reasonable manner at the place of delivery as specified herein within ten days, after receipt, except in the case of crated goods, in which case Buyer shall have the right to so inspect within ten days after uncrating. The expenses of inspection shall be borne by Buyer, but they may be recovered from Seller if the goods do not conform and are rejected. Buyer shall not be deemed to have accepted the goods within such period before inspection. Payment shall not be due within such period before inspection, nor shall payment made before it is due constitute final payment, nor waive any right of Buyer. To the extent not covered by this document, applicable association rules shall govern inspection.

14. Warranties. Seller warrants that the goods are merchantable and as described on the reverse side hereof. Seller also warrants that the goods conform to all oral statements, descriptions and representations made by Seller and its agents, salesmen and representatives, to all written statements, descriptions and representations made by Seller and its agents, salesmen and representatives, to all samples or models shown to Buyer, to all plans and blueprints shown to Buyer, to all technical specifications shown to Buyer, to all market or official standards pertaining to the item in question, to the quality of goods sent to Buyer in the past, and to all labels. All warranties are cumulative. Buyers remedy for breach of warranty shall not be limited to replacement of defective goods or refund of the price therefore, no failure to notify Seller of any defect shall operate to bar any claim by Buyer against Seller and Buyer shall have the remedies set forth in section 15 below.

15. Remedies. Buyer and Seller shall have all remedies afforded by the Uniform Commercial Code where not inconsistent with the provisions hereof. If any Buyer’s remedies fail of their essential purpose, Buyer will have any or all of the remedies set forth in Uniform Commercial Code sections 2-711 and cases referenced therein, 2-714, 2-715, and 2-717.

16. Settlement of Claims. Settlement of claims, except claims pertaining to hardwood, will be governed by procedures and rules applicable to the products involved, either of the association covering such products or, in the absence of any such rules of any such association, on procedures which are customary in the Industry and on other trade customs. Except where inconsistent with the express provisions hereof, all hardwood claims will be governed by National Hardwood Lumber Association rules and National Hardwood Lumber Association sales code.

17. Seller Not Entitled to Incidental Damages. In the event that the Seller is entitled to recover damages under this contract, such damages shall not include any incidental damages as defined in Section 2-710 of the Uniform Commercial Code.

18. Expanded Right to Assurance and Alternative Right to Cancel. Whenever Buyer in good faith has reason to question the Sellers intent to perform, it may demand that the Seller give a written assurance of its intent to perform. In the event that a demand is made and no assurance is given within 5 days, the Buyer may treat this failure as an anticipatory repudiation of the contract. The Buyer shall also have the right to assurance granted it by the Uniform Commercial Code. As an alternative remedy, Buyer may cancel any contract of purchase and sale for the goods described on the reverse side hereof, if it deems itself insecure.

19. Parties Excused Where Performance Impossible, Force majeure. Seller shall not be liable for any delay or failure to deliver any or all of the goods in case delay or failure is caused by labor disputes, strikes, war, riots, insurrection, civil commotion, fire, flood, accident, storm or any act of God. Buyer shall not be liable for failure to take delivery of the goods for any of the above causes or for any cause beyond Buyer’s control if such cause renders it commercially impractical for it to receive the goods. Where only a part of Seller’s or Buyer’s capacity to perform is excused under this paragraph, Seller or Buyer must allocate production, deliveries or receipt of deliveries among its various customers or suppliers then under contract for similar goods. The allocation must be in a commercially fair and reasonable manner. Where either Seller or Buyer claims an excuse for nonperformance under this paragraph, it must give reasonable notice to the other party. Where an allocation has been made, notice of the estimated quota made available for each Buyer or Seller, as the case may be, must be given. The procedure upon the receipt of notice shall be as provided in Section 2-615 of the Uniform Commercial Code.

20. Procedure Where Party Excused from Performance; Procedure Upon Impossibility. Where Buyer or Seller is excused from performance either by force of the preceding paragraph of this agreement or by the provisions of the Uniform Commercial Code, the other party shall have the rights given by Sections 2-615 and 2-616 of the Code, and the procedure provided in Sections 2-615 and 2-616 shall be Followed.

21. Shipment Under Reservation Prohibited. Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of the goods.

22. Interpretation-Parol Evidence. This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of its terms. No course of prior dealings between the parties shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term as defined by the Uniform Commercial Code is used in this agreement the definition contained in the Code is to control. Settlement of claims, however, shall be governed by the provisions of Section 16.

23. Modifications. This agreement can be modified or rescinded only by a writing signed by the Buyer’s President.

24. Waiver. No claim or right of Buyer arising out of a breach of this agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the Buyer’s President.

25. Assignment-Delegation. No right or interest in this contract shall be assigned by either Buyer or Seller without the written permission of the other party, and no delegation of any obligation owed, or of the performance of any obligation, by either Buyer or Seller shall be made without the written permission of the other party. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

26. Applicable Law. This agreement shall be governed by the Uniform Commercial Code. Whenever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the Commonwealth of Massachusetts as effective and in force on the date of this agreement.

27. Statute of Limitations. Any action for breach of this contract must be commenced within four years after the cause of action has accrued.

28. Offer Revocable by Offeror. Notwithstanding any other provision in this offer, this is not a firm offer, and Buyer reserves the right to revoke it at any time prior to acceptance.

29. Acceptance of this Offer. This offer may be accepted by a definite and reasonable expression of acceptance or a written confirmation which is sent within a reasonable time even though it states terms additional to or different from those offered or agreed upon. However, Buyer hereby objects to any such additional and different terms and to their inclusion in this contract. In the event that a counteroffer, rather than an acceptance, is made by Seller, such counteroffer is rejected and this offer is automatically renewed. This offer and any renewal thereof may be accepted by shipment.

30. Non-Diversion. Seller waives all rights to divert goods in transit and to stop delivery of goods. Seller waives any and all rights, arising under section 2-705 of the Uniform Commercial Code as enacted in the state of applicable law.

31. Security Agreement. Seller hereby grants to Buyer a security interest in all goods identified to any contract between Seller and Buyer to secure all obligations of any kind from Seller to Buyer, including, but not limited to, all obligations to deliver goods and/or all obligations to refund or repay deposits paid by Buyer to Seller. Seller agrees to execute all documents necessary or desirable to effectuate the purposes of this security interest, including, but not limited to, financing statements under the Uniform Commercial Code. Seller hereby irrevocably appoints Buyer its attorney-in-fact to execute such documents for Seller and in its name.

32. If this Purchase Order is an Offer, it may be accepted by a definite and reasonable expression of acceptance, or a written confirmation, sent within a reasonable time, even though the acceptance or confirmation states terms additional to or different from those set forth herein. However, Buyer hereby objects to all additional or different terms. If this Purchase Order is an acceptance, the acceptance is expressly conditional on Seller's assent to all terms contained herein which are additional to or different from those contained in the offer.