The following states the exclusive terms and conditions of the sale of the items listed on the accompanying documents. No other terms and conditions apply unless specifically agreed to by Seller in writing. Seller’s acceptance of any offer by Buyer is expressly made conditional upon Buyer’s assent to the terms and conditions stated in this document, and none of Buyer’s additional or different terms apply.

1. Price. Written quotations are valid for no more than 30 days, unless otherwise provided for in writing. All prices are stated in U.S. dollars and exclude federal, state, provincial and local taxes, duties and fees. Prices are subject to change by Seller without notice.

2. Payment Terms. All invoices are due and payable 30 days following invoice date unless a different period is stated on the face of this order. All amounts not paid when due bear interest at 1 ½% per month, or the highest rate allowed by law, whichever is lower, until paid. Seller is not required to make any delivery where Buyer has failed to pay any invoice after said 30 day period, or other stated due date, either in connection with this order or any other order. In the event of any litigation arising out of this sale, if Seller prevails in whole or in part, Buyer must pay to Seller reasonable costs and attorney fees incurred in such proceeding. In no event is any payment due under this agreement be conditioned upon receipt of payment by Buyer from any third party.

3. Cancellation. In the event of any material alteration or cancellation of this order, Buyer must pay Seller an amount equal to the stated purchase price for all units manufactured by Seller prior to receipt of notice of material alteration or cancellation plus the cost of any specially ordered materials purchased by Seller. In addition, in the event of any cancellation of all or any part of an order, Buyer must pay to Seller an amount equal to 15% of the stated purchase price for the canceled portion of the order.

4. Risk of Loss. Risk of loss or damage is the responsibility of Buyer after delivery of goods by Seller to Buyer. No claim of shortage from stated quantity will be accepted unless noted on the delivery ticket and returned to the Seller.

5. Delivery. Any delivery times and delivery sequences provided are approximate. Seller is not liable for failure to deliver or for delays in delivery occasioned by causes beyond Seller’s control, including, but not limited to, strikes, accidents, acts of God, lock-outs, fires, embargoes, war or other outbreak of hostilities, machinery break-downs, delays of carriers or suppliers, material shortages or any other governmental acts or regulations. Seller may make deliveries in installments at its discretion. In the event that Buyer is unable or unwilling to receive a delivery of materials manufactured by Seller after notification of delivery date, Seller may, at its sole option, store such materials at Seller’s facility or elsewhere and charge Buyer a storage charge of 1% of the stated value of the stored material per month or faction thereof, or actual cost of storage if outside facilities are used. However, in the event that Buyer does not accept delivery and Seller elects to store such materials, the stated purchase price is immediately due and payable. It is understood and agreed that in no event is Seller liable for any liquidated damages incurred or assessed by buyer or any other entity in connection with any project to which materials are delivered, nor is Seller responsible for delay damages of any kind by Buyer or any other entity on any project to which materials are delivered.

6. Limited Warranty and Limitations on Remedies. ANCHOR BLOCK COMPANY LIMITED WARRANTY With respect to all its products except retaining wall blocks and lock bars sold under the “Anchor Wall Systems” and “AWS” brands (which are covered by a separate warranty from Anchor Wall Systems, Inc.), Anchor Block Company (“Seller”) warrants that at the time of its delivery of its products, its products conform to any ASTM specification then applicable to the particular product. This warranty extends to all persons in the original chain of distribution from the manufacturer to the owner of the property when and where the products are first installed. Because Seller’s products are manufactured using mined materials, there may be color variations in products from the same manufacturing run as well as in products from different runs. In addition, efflorescence may result from the naturally occurring chemical reaction between the product and the air around it. Accordingly, no guarantee of color shades is made or implied. In addition, minor imperfections in shape, appearance or dimensions are not considered to be defects in material or workmanship. The warranty is voided with respect to any blocks that have been damaged due to handling, wall design, installation, contact with chemicals (such as deicers), earth shifts or acts of God.

All requests for warranty service should be directed to: [Seller’s Department and address]. Seller’s exclusive liability for any breaches of warranty is limited to supplying replacement products to the job site, at no charge for the products or delivery. Under no circumstances does Seller have any obligation to remove non-conforming products or to install the replacement products. If Seller is unable or fails to supply replacement products when obligated to do so, Seller’s entire liability is limited to refunding the purchase price. These remedies are the purchaser’s exclusive remedies for any breach of warranty and these remedies will not be deemed to have failed of their essential purpose so long as Seller is willing and able to replace any non-conforming products or to refund the purchase price.

FOR TRANSACTIONS IN WHICH THE PRODUCTS ARE NOT CONSUMER PRODUCTS WITHIN THE MEANING OF THE MAGNUSON-MOSS WARRANTY ACT, SELLER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS, TO THE FULLEST EXTENT ALLOWED BY LAW. IN ALL OTHER TRANSACTIONS, THE DURATION OF ANY LIMITED WARRANTIES IS LIMITED TO THE FULLEST EXTENT ALLOWED BY LAW.

UNDER NO CIRCUMSTANCES IS SELLER RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (including, without limitation, the cost to remove non-conforming product or to install replacement product, loss of profits, harm to goodwill or business reputation, or delay damages) whether such claims are based in contract, warranty, negligence or strict tort. This exclusion applies even if the remedy set forth above is deemed to have failed of its essential purpose.

Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Unless modified in a writing signed by an officer of Seller, the limited warranty set forth above is the only express warranty (whether written or oral) applicable to Seller’s products (except for retaining wall blocks and lock bars sold under the “Anchor” and “AWS” brands) and no one is authorized to otherwise modify or expand this written warranty. The validity and interpretation of this warranty is governed by the internal laws (and not the law of conflicts) of the State of Minnesota.

This warranty gives you specific legal rights, and you also may have other rights that vary from state to state.

ANCHOR WALL SYSTEMS LIMITED WARRANTY Retaining wall blocks and lock bars sold under the “Anchor Wall Systems” and “AWS” brands are manufactured by independent manufacturers under license from Anchor Wall Systems, Inc. (“AWS”) according to specifications set by AWS. AWS provides the following limited warranty with respect to these blocks and lock bars.

This limited warranty is the only warranty from AWS or its licensees applicable to these blocks and lock bars. AWS warrants that at the time of delivery of the blocks to the owner of the property where the blocks are first installed, they conform to the most current revision of the ASTM Standard Specification for Segmental Retaining Wall Units (ASTM C 1372) at that time. In the case of lock bars, AWS warrants that at the time of delivery to the owner of the property where the lock bars are first installed, they conform to the AWS specification then applicable to lock bar. This warranty extends to all persons in the original chain of distribution from the manufacturer to the owner of the property when and where the products are first installed. Because the blocks are manufactured using mined materials, there may be color variations in these products from the same manufacturing run as well as in products from different runs. In addition, efflorescence may result from the naturally occurring chemical reaction between the product and the air around it. Accordingly, no guarantee of color shades is made or implied. In addition, minor imperfections in shape, appearance or dimensions are not considered to be defects. The warranty with respect to lock bars is voided if the lock bars are subjected to prolonged exposure to ultra violet light, temperatures in excess of 150° Fahrenheit or petroleum-based solvents. The warranty with respect to blocks is voided if the blocks have been damaged due to handling, wall design, installation, contact with chemicals (such as deicers), earth shifts, or Acts of God.

All requests for warranty service should be directed to: Anchor Wall Systems, Inc., attention Warranty Service, 5959 Baker Road, Suite 390, Minneapolis, MN 55435. The exclusive liability for any breaches of warranty is limited to supplying replacement components to the job site, at no charge for the products or delivery. Under no circumstances do AWS or its licensees have any obligations to remove non-conforming components or to install the replacement components. If AWS is unable or fails to supply replacement components when obligated to do so, AWS’s entire liability is limited to refunding the purchase price. These remedies are the purchaser’s exclusive remedies against AWS or its licensees for any breach of warranty concerning the Anchor Wall System or its components and these remedies will not be deemed to have failed of their essential purpose so long as AWS is willing and able to replace any non-conforming products or to refund the purchase price.

UNDER NO CIRCUMSTANCES ARE AWS OR ITS LICENSEES RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (including, without limitation, the cost to remove non-conforming components or to install replacement components, loss of profits, harm to goodwill or business reputation, or delay damages) whether such claims are based in contract, warranty, negligence or strict tort. This exclusion applies even if the remedy set forth above is deemed to have failed of its essential purpose.

Some states (and some Canadian provinces) do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Unless modified in a writing signed by an officer of AWS, the limited warranty set forth above is the only express warranty (whether written or oral) applicable to retaining wall blocks and lock bars from AWS or its licensees and no one is authorized to otherwise modify or expand this warranty. The validity and interpretation of this warranty is governed by the internal laws (and not the law of conflicts) of the State of Minnesota.

This warranty gives you specific legal rights, and you also may have other rights that vary from state to state (or from province to province in Canada).

7. Entire Agreement. This contract constitutes the entire agreement between Seller and Buyer. There are no other representations, express or implied, connected herewith. Any prior oral quotations are null and void. This agreement may not be modified except in a writing signed by a duly authorized representative of the Seller. No waiver of any provision of this Agreement in connection with this order or any previous orders is to be deemed a waiver of the right to otherwise demand strict performance in accordance with the terms of this Agreement.

8. Applicable Law. The validity, performance and interpretation of this order is governed by the internal laws (and not the law of conflicts) of the State of Minnesota. Any dispute subject to litigation must be litigated in a court of competent jurisdiction located within the State of Minnesota and Buyer hereby consents to the personal jurisdiction thereof over it.