BEACON SALES ACQUISITION, INC. - MASTER PURCHASE ORDER

For adequate consideration, the receipt of which is acknowledged by the parties, the Buyer and Seller set forth below agree that the terms and conditions set forth below shall govern all purchases of any goods or services requested by Buyer and provided by Seller from this day forward. The terms and conditions of this Master Purchase Order shall apply to all purchases of products or services made by Buyer and provided by Seller until either party provides the other party of its election to cancel this Master Purchase Order. Should other terms and conditions that apply to these purchases, including any contained in Seller’s invoices, conflict with those in this agreement, the terms and conditions contained in this agreement shall govern.

PAYMENT AND PRICING: Payment and pricing shall be in accordance with the terms agreed upon by the parties at the time of purchase.

TITLE AND RISK OF LOSS: Title and risk of loss to the goods purchased hereunder shall pass to the Buyer only upon receipt and formal acceptance by Buyer of the conforming goods.

SELLER’S WARRANTIES AND ACCEPTANCE BY BUYER: Seller expressly warrants that the goods or services herein will conform to the specifications furnished or otherwise applicable, and will be fit and sufficient for the purposes intended, merchantable, of good material and workmanship and free from defects, shall comply with all applicable law and shall not violate any patent or trademark covering use of the items. Seller shall promptly correct or replace or any defective or non-conforming goods or services and the cost of such correction or replacement, including shipment and return, shall be borne by Seller. If correction or replacement is not reasonably possible, Seller shall provide a full refund to Buyer of the amounts paid for the defective goods or services. Seller shall satisfy all warranty obligations within thirty (30) days’ of receipt of notice of the defect.

TIME: The obligation of Seller to meet the delivery dates mutually agreed to by the parties is of the essence of this Master Purchase Order. Seller shall report immediately any delays in delivery. Seller shall be liable for all costs and damages, of whatever nature, resulting from the Seller’s failure to deliver according to the delivery schedule mutually agreed to by the parties.

CANCELLATION: Buyer reserves the right to cancel all or any part of the purchases covered by this Master Purchase Order in the event (i) Seller does not make deliveries at the times mutually agreed to by the parties, or (ii) Seller breaches any of the terms hereof.

INFORMATION AND INSTRUCTIONS: Seller agrees to furnish to Buyer all warnings, information, instructions, documents, labels, placards, containers and other materials which may be required by common law, statutes, ordinances, rules or regulations of any public authority relating to the use, packaging, receiving, storing, handling, shipping or transporting of the items shipped and/or delivered pursuant to this Master Purchase Order (the “Regulations”), together with detailed written instructions as to their use and disposition of the items shipped and/or delivered pursuant to this Master Purchase Order and their containers.

INSURANCE AND INDEMNIFICATION: Notwithstanding anything contrary in Seller’s terms and conditions, Seller will indemnify, save harmless and defend Buyer and its parent companies and affiliates and all of their directors, officers, and employees from and against all suits, actions, legal proceedings, claims, demands, damages, costs, reasonable expenses and attorney fees, to the extent caused by, arising from, incident to, connected with or growing out of the goods purchased by Buyer from Seller, except to the extent caused by Buyer’s own acts or omissions.

To support the indemnification obligation described in the preceding paragraph, Seller shall, at its sole cost and expense, maintain: (i) general liability insurance (including product liability and completed operations coverage) for not less than $1,000,000/$2,000,000 on an occurrence basis, combined single limit; (ii) umbrella/excess liability insurance of not less than $5,000,000; (iii) automobile insurance coverage of no less than $1,000,000, if Seller will be operating motor vehicles in connection with the execution of this agreement; (iv) Workers’ Compensation coverage of no less than $1,000,000 or as required by state law. Insurance shall name “Beacon Roofing Supply, Inc. and all of its subsidiaries and affiliates now or hereafter constituted” as additional insureds for ongoing & completed operations. Coverage shall be maintained for a minimum of five (5) years following final purchase under this contract. Seller’s insurance shall be primary & non-contributory with any other insurance available to Buyer. The insurance may not be canceled or altered so as to affect the interest of any of the foregoing without at least thirty (30) business days' prior written notice to Buyer. Promptly following execution of this agreement, Seller shall deliver to Buyer satisfactory evidence of such insurance coverage, or an equivalent self-insurance program. To the extent Buyer may wish to continue purchasing goods from Seller, Buyer shall contact Seller annually to request renewed certificates in coverage amounts satisfactory to Buyer.

MODIFICATION: This instrument constitutes the entire agreement between the parties with respect to this Master Purchase Order and items delivered pursuant thereto. No amendment, alteration, modification, or waiver of this Master Purchase Order subsequent to the date hereof shall be valid or enforceable unless in writing and signed by the party sought to be charged, and no prior or current course of dealing between the parties, or any usage of trade or custom of the industry shall modify or supplement the terms and conditions of this Master Purchase Order.

APPLICABLE LAW: This Master Purchase Order, and the rights, duties, obligations and remedies of the Buyer and Seller hereunder, shall be governed by or construed in accordance with the applicable state laws of the state where the goods are purchased.

SHIPPING: Method of shipping and payment for the fees thereof shall be as mutually agreed to by the parties on a per order basis.

ASSIGNMENT: Seller shall not assign this Master Purchase Order or any rights or obligations thereunder without Buyer’s express written consent.

COMPLIANCE WITH LAW: Seller shall comply with any and all federal, state and local laws, rules, regulations and orders applicable to Seller.

Buyer: Beacon Sales Acquisition, Inc.		Seller: _____________________________________
By:		By:
Title:		Title: