BUILDERS FIRSTSOURCE SUPPLIER PURCHASE ORDER TERMS & CONDITIONS

GENERAL PURCHASE ORDER TERMS AND CONDITIONS

EFFECTIVE DATE: AUGUST 24, 2022

1. Each PO shall be deemed accepted by Supplier if any shipment of Products is made, performance of services commences or if the PO is signed by Supplier.
2. Supplier will not reject a PO unless it has provided at least thirty (30) days prior written notice that it will no longer accept a PO after a specified date.
3. Supplier agrees that all PO’s received from BFS must be acknowledged by approved electronic methods.
4. Supplier agrees to provide a current and signed Certificate of Insurance reflecting the required insurance coverages and provisions as stated below. If you do not have a current Certificate of Insurance on file, please remit one to: Builders FirstSource, Inc. and its Subsidiaries, Insurance Compliance, PO Box 100085-CA, Duluth, GA 30096, or to such other recipient as BFS may hereafter designate in writing. Certificates of Insurance may also be faxed to 770-325-6497 or emailed to stocksupply@ebix.com.
5. As a Supplier Partner to BFS, Supplier agrees continuously strive to procure and provide products whose wood fiber is sourced only from legally harvested, well managed, and sustainable forests. Upon request, Supplier shall provide written certification of its compliance with applicable laws and such other documentation as to the origin of its products as may be required by BFS or BFS’s customer(s).
6. MSDS documentation must be supplied to BFS for all materials so classified by OSHA regulations.
7. Supplier must provide the most recent product catalog in an excel spreadsheet to its assigned representative from BFS’s Sourcing Department (“BFS Representative”).
8. Supplier must submit a volume shipped report to its BFS Representative every quarter. Reports may also be requested by the BFS Representative at any other time.
9. Changes to Supplier List Prices must be communicated to BFS a minimum of (60) days prior to the planned incorporation date. Supplier is also required to provide the proposed Price List changes in an electronic excel file that includes the current price, the proposed new price and the percent variance (+/-) between the two prices.
10. BFS expects all employees and Suppliers to conduct themselves and associated business transactions with the highest levels of honesty, integrity and ethical behavior. As such, all incentive programs, rewards, trips, gifts, etc. must have the appropriate Sourcing Management approval prior to acceptance or participation.
11. BFS may terminate all or part of any order issued hereunder at any time prior to shipment by providing written notice to Supplier. Such termination shall be without cost, expense or liability to Supplier; provided however that if the order includes any custom or special order items that cannot reasonably be resold by Supplier to other customers, and if fabrication has already commenced or cannot be terminated without additional out of pocket cost to Supplier, then BFS shall, at its election, either (i) pay the reasonable out of pocket costs incurred by Supplier to cancel or terminate such custom or special order, or (ii) pay the specified price for such items and take delivery thereof as scheduled. Notwithstanding the foregoing, if BFS terminates such order as the result of Supplier’s failure to meet the defined schedule, specifications or performance requirements for such order as established by BFS or BFS’s customer, then BFS shall not be required to pay any such out of pocket or associated costs.
    
    Supplier may terminate all or part of any order issued hereunder effective (30) days following written notice if BFS fails to make payments to Supplier for delivered and accepted goods according to the terms defined within the applicable supply agreement or credit agreement between Supplier and BFS after reasonable and documented effort has been made to collect.
12. Supplier warrants and guarantees that the design, manufacture and packaging (including all weights, measures, signs, legends, descriptions, label warnings and disclaimers), pricing and other conditions of sale of the Products comply with all applicable federal, state, provincial, and local laws, codes, ordinances, rules, regulations and requirements of the country of origin, the country of transit, the jurisdiction of intended sale or use, and any other applicable country or jurisdiction. The inspection or approval by BFS of any of Supplier’s designs, materials or packaging shall not relieve Supplier from any of its warranty obligations and such warranties, representations and conditions shall survive inspection, installation and acceptance by BFS and BFS’s customers. Supplier agrees that BFS may freely assign this warranty and any other warranty made by Supplier to BFS’s customers who take ultimate ownership of the Products.
13. Supplier shall procure and maintain the insurance coverage detailed below in the forms and amounts described therein including without limitation commercial general liability insurance, products liability, completed operations and contractual liability coverage, in each case on an occurrence basis. Supplier shall issue (or direct its insurer or agent to issue) a broad form endorsement naming BFS as additional insured under the policies described herein. Supplier agrees that its insurance policy shall be the primary policy with respect to any loss. Supplier agrees to deliver to BFS by Supplier’s insurer a current certificate of insurance, including renewals before the expiration of the then-current coverage, evidencing the coverage required by these Terms and Conditions as well as BFS’s status as additional insured. Supplier further agrees that upon notice of a claim against BFS involving products or goods sold by Supplier to BFS, Supplier will immediately and without delay notify all applicable insurance carriers providing coverage for said claim. Thereafter, Supplier agrees to keep BFS fully informed of all activity, including but not limited to providing BFS with all correspondence, and action taken with regarding to any claim by any insurance carrier. In addition, Supplier shall provide, or require that its insurer shall provide, to BFS thirty (30) days prior written notice of non-renewal, cancellation or other change in coverage which may impair or otherwise affect BFS’s rights thereunder. The purchase of insurance and the furnishing of certificates as required in the Terms and Conditions shall not be in satisfaction of Supplier’s obligations hereunder or in any way modify or limit Supplier’s agreement to indemnify, defend and hold BFS harmless as required herein.
    
    Supplier agrees that all of its insurance will be written by an insurance company which is rated in the most recent edition of Best’s Key Rating Guide (Property-Casualty edition) or such other rating agency guide reasonably acceptable to BFS as the equivalent of A-VII or better. The insurance coverage shall satisfy the following standards:
    
    
    General Liability Insurance
    
    • Occurrence-based policy
    • $2,000,000 Each Occurrence
    • $2,000,000 General Aggregate
    • Only the general liability certificate must list the following additional insured wording in the description area as follows: “Builders FirstSource, Inc. and its direct and indirect Parent, Subsidiary and Affiliated Companies, and its and their respective Officers, Directors, Agents and Employees are Additional Insureds as their interest may appear.”
    
    Auto Liability Insurance
    
    • $2,000,000 combined single limit
    • Type of auto policy covers (must be all owned, any auto and/or scheduled autos) All Insurance Certificates must show policy numbers, valid effective and expiration dates. All Certificates of Insurance need to be mailed to Ebix, Inc. at the following address, or such other address as BFS may designate in writing from time to time:
    
    Builders FirstSource, Inc. and its parents, subsidiaries, affiliated, or otherwise related companies
    Insurance Compliance
    PO Box 100085 - CA
    Duluth, GA 30096
    
    Certificates of Insurance may also be faxed to 770-325-6497 or emailed to stocksupply@ebix.com.
    
    
14. Supplier has delivered or may deliver to BFS, or otherwise grant BFS access to, creative assets for use in the promotion of Supplier, Supplier’s products, BFS, and/or BFS’s services, including for use online on BFS’s website www.bldr.com or any other website of BFS and/or its affiliates, subsidiaries, and agents (“Marketing Assets”). The Marketing Assets may include, but are not limited to, Supplier’s logos, trademarks, images of products, and product catalogues.
    
    Supplier grants to BFS and its affiliates, subsidiaries, directors, officers, employees, and agents a non-exclusive, non-transferable, non-assignable license to use the Marketing Assets in the promotion of Supplier, Supplier’s products, BFS, and/or BFS’s services. All right, title, and interest in and to the Marketing Assets shall remain with Supplier. If any copyright, trademark, patent, design, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property or other proprietary right (collectively, “Intellectual Property”) of any third-party is incorporated within the Marketing Assets, Seller is responsible for supplying such Intellectual Property and the appropriate licenses thereto to BFS. Supplier warrants and guarantees that the Marketing Assets do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property of any third party or any applicable federal, state or local law, rule, or regulation. Supplier must promptly notify BFS of any limitations on BFS’s ability to use the Marketing Assets, as well as in the event any Marketing Assets may no longer be used by BFS, in any capacity and for any reason.
    
    Supplier’s warranty and obligations under this provision apply to any and all Marketing Assets that are presently used by BFS and/or that Supplier may provide to BFS in the future and are continuing until such time that Supplier expressly advises BFS upon thirty (30) days written notice that the Marketing Asset may no longer be used by BFS.
15. To the maximum extent permitted by applicable law, Supplier shall indemnify, defend and hold harmless BFS and its affiliates, subsidiaries, directors, officers, employees and agents, from any and all claims, lawsuits, fines, losses, civil penalties or actions, costs, liabilities, damages and expenses (including attorneys’ fees) incurred or to be incurred, which may be brought against BFS by any person, corporation, government, government agency, class or any other entity whatsoever, arising or alleged to have arisen out of (a) the death or injury to any person (including any employee or agent of Supplier) or property damage which resulted or is alleged to have resulted from any acts or omissions of Supplier, its employees and agents, contractors, subcontractors and/or any other persons for whose conduct it may be or is alleged to be legally responsible or from the merchandise or its marketing, sale, rental or use, (b) the failure of Supplier to fully comply with any warranties, guarantees, or representations of Supplier hereunder, including the failure of Supplier to comply with all applicable laws, (c) any breach or alleged breach of this Agreement, (d) the Products, or (e) the infringement of any patent, design, trade name, trademark, copyright, trade secret or any other right or entitlement of a third party.
    
    BFS shall cooperate in the defense of any claim for which indemnity is sought under these Terms and Conditions. Supplier shall maintain control of the defense of any action brought pursuant to this section, but Supplier agrees to comply with the following requirements in connection with the conduct of the defense of any claim in which BFS has been named a party: (1) Supplier shall choose defense counsel that is reasonably satisfactory to BFS and (2) Supplier shall use reasonable efforts to keep BFS informed of all material information pertaining to the claim. Supplier shall not enter into any settlement or compromise of the claim that would result in injunctive relief, financial liability or the admission of liability by BFS without first obtaining BFS’s prior written consent. If BFS determines that separate counsel is appropriate, BFS will be entitled to retain separate counsel at Supplier’s expense.