BEST CARPET VALUES INC HEREAFTER REFERRED TO AS B.C.V. OFFERS TO SELL TO BUYER EACH PRODUCT SET FORTH ON THE B.C.V. INC. ISSUED INVOICE, ELETRONIC OR OTHER, SENT TO BUYER ONLY UPON THE FOLLOWING TERMS AND CONDITIONS (COLLECTIVELY, A “SALE AGREEMENT”). BY PLACING AN ORDER FOR A PRODUCT WITH B.C.V. INC., EXECUTING B.C.V.’S CREDIT APPLICATION, SENDING OR MAKING PAYMENT, OR TAKING DELIVERY OF THE PRODUCT, BUYER AGREES TO THE TERMS AND CONDITIONS OF THE SALE AGREEMENT AND ACKNOWLEDGES THAT THE PERSON PLACING THE ORDER HAS THE AUTHORITY TO ENTER INTO THE SALE AGREEMENT ON BUYER’S BEHALF.

1. Definitions. “Buyer” shall mean the individual or entity so identified on the B.C.V. Inc. Invoice “B.C.V.” shall mean B.C.V. Inc. except when some other affiliate or subsidiary of B.C.V. Inc. is otherwise expressly identified on the Invoice. “Product(s)” shall mean such B.C.V. Inc. product sold to Buyer pursuant to this Sale Agreement.

2. Relationship of Parties. B.C.V. Inc. and Buyer are independent entities, where Buyer is purchasing Product from B.C.V. Inc. for its use or for resale when so permitted. If Buyer is otherwise authorized by B.C.V. to sell and distribute a Product, B.C.V. hereby grants Buyer a nonexclusive, nontransferable, no assignable and limited right to distribute, market and sell such Product to consumers. Buyer shall not sell, transfer or otherwise provide any Product to another for resell without the prior, written authorization of B.C.V. Inc. B.C.V. Inc. reserves the right to sell and to authorize other entities to sell such Product through all means and channels of distribution and in competition with Buyer. Buyer acknowledges that it has no authority to bind or contract in the name or for the account of B.C.V. Inc., to create any liability against B.C.V. Inc. or to exert and direction or control over B.C.V. Inc’s personnel.

3. Order and Delivery of a Product. Buyer shall bear all risk and expense for delivery of Product, including without limitation, shipping, loading, unloading, storage, freight, and insurance. A Product may be shipped to Buyer in whole or in part and will be shipped F.O.B. B.C.V. Inc. shipping location, unless otherwise specified on the face of the invoice. Title to a Product shall pass to Buyer, when delivered to the carrier, even if the Product is shipped freight prepaid, unless otherwise specified on the face of the invoice. Among other things, a signed delivery receipt or bill of lading will constitute proof of delivery. The choice of carrier is made solely at the discretion of Buyer, and B.C.V. Inc. makes no representation as to the acceptability of a particular carrier. Except when B.C.V. Inc. expressly publishes Special Offers or otherwise agrees in writing, B.C.V. does not guarantee shipment or delivery by a certain date or time although B.C.V. Inc. will strive to deliver a Product by the date that it may communicate to Buyer. B.C.V. Inc. shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by B.C.V. Inc. or otherwise. B.C.V. Inc. reserves the right to backorder any Product and to ship from backorder in such order as B.C.V. Inc. determines. ALL SALES ARE FINAL.

4. Canceled Orders and Returns. No order may be canceled or Product returned to B.C.V. Inc. unless done so in accordance with B.C.V.’s Cancellation/Return Policy. Orders for standard Products may be canceled prior to shipment provided that B.C.V. Inc. has not had to order or purchase the product and receives proper notice from Buyer and approves the cancellation, assigning a cancellation number. Special orders, orders for non-standard product, and orders where the Product is cut., altered, or prepared at the request of Buyer may not be canceled or returned at anytime unless expressly agreed to in writing by B.C.V. Inc. Returns for standard Product ie products that are in stock, can only be made if approved by B.C.V. Inc. and documented by B.C.V. Inc. through the issuance of a Return Goods Authorization. No Product shall be accepted for return until the Buyer obtains a Return Goods Authorization number from B.C.V. Inc. All refused or canceled orders, as well as all other B.C.V. authorized accommodation returns are subject to B.C.V.’s applicable restocking fee plus freight charges for delivery and return. Title in a returned Product will pass when B.C.V. takes possession of the Product and verifies the Product with an approved Return Goods Authorization. BCV RESERVES THE RIGHT NOT TO CANCEL ANY ORDER AT ANYTIME FOR ANY REASON.

5. Product Variance & Compliance. Each Product shall be deemed to be without defect and in conformity with its specifications and the terms of the Sales Agreement even though reasonable variances may exist. Buyer acknowledges that it is an accepted standard in the industry that for a Product and among products (i) color variations exist between dye lots, stains, pieces of wood, etc.; (ii) natural characteristics exist (i.e., wood Products may have mineral streaks, knots or grain variations): (iii) cut and measurement variances occur (i.e., a Product’s actual sizing may vary by as much as ten (10%) from measurements stated on a final order description); and (iv) shrinkage, separation, expansion and warping occur, even when the Product is properly installed (i.e., a wood Product may expand or contract due to seasonal and temperature changes, thereby creating separation between boards). As a result, B.C.V. Inc. cannot and does not guarantee that a Product or Products, whether in whole or in part, will exactly match in specification, color, character, form, cut, fit or otherwise. And Buyer acknowledges that reasonable variance, including (without limitation) those stated herein, are permissible. Additionally, B.C.V. Inc. shall have no liability if a Product does not conform to any applicable state, county or local ordinance, as the conformity of a Product to each state, county and local ordinance is the sole responsibility of the Buyer. B.C.V. Inc. reserves the right to change its Products and components of its Products (i.e., backing, yarn system, etc.) without prior notice, although in circumstances where an order from Buyer has been accepted by B.C.V. Inc. B.C.V. Inc. will use commercially reasonable efforts to ensure that such change will not affect Product performance in a materially adverse manner. All sales are final. There are no deductions or chargebacks allowed for any reason.

6. Electronic, programing or listing B.C.V. reserves the right to cancel any order or offer the material at the the B.C.V. approved price in any case where the price listed is incorrect or the freight was incorrectly calculated, or the stock is or was depleted.

7. Taxes. Buyer assumes exclusive liability for any and all taxes, tariffs, fees, duties, withholdings or like charges, whether domestic or foreign, now imposed or hereafter becoming effective (“Taxes”) related to the Product and its purchases from B.C.V. Inc. (other than those based on the net income of B.C.V. Inc. ), including without limitation, federal, provincial, state and local taxes, value-added taxes, goods and services taxes, stamp, documentary, excise or property taxes, duties and other governmental charges.

8. Limited Warranty. Provided that a Product is not altered or damaged by someone other than B.C.V. Inc., and for up to one year from the date that B.C.V. Inc. ships the Product to Buyer, B.C.V. Inc. hereby warrants that such Product (other than Promotional or Irregular Goods, as described below) shall (i) conform to B.C.V. Inc.’s published specifications and generally released consumer/end-user limited warranty coverage terms, subject to reasonable variations, manufacturing tolerances, the occurrence of non-material or minor separations and appearance deviations, and (ii) for authorized resellers of B.C.V. Inc., shall be merchantable for ordinary purposes for which such Product is intended to be used. Notwithstanding the foregoing, once a Product has been installed, such Product is deemed accepted by Buyer and no warranty shall apply for color, characteristics, cut, fit or appearance related claims.

As Buyer’s sole and exclusive remedy for a breach of the above warranty and at B.C.V. Inc.’s sole discretion. B.C.V. Inc. will either replace or repair a Product that does not conform to an applicable B.C.V. warranty; provided, however, that B.C.V. Inc. shall not be responsible to replace or repair a Product which has been damaged or altered by Buyer or its customers. With respect to a Product sold as “Promotional” or “irregular” Goods by B.C.V. Inc., including, without limitation, drops, discontinued items, specials, closeouts, seconds or the like, such Product is sold to Buyer “AS IS/WHERE IS” without any warranty of any kind except as otherwise expressly agreed to or published by B.C.V. EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, B.C.V. INC. MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF WITNESS FOR A PARTICULAR PURPOSE OR USE.

For consumers and installers who as Buyers believe that a warranted Product is defective, such persons should return the Product to the dealer or installer from whom they purchased the Product for inspection and consideration as to warranty coverage (including possible replacement). All Buyers must inform B.C.V. Inc., by providing within the applicable warranty or statutory period, complete and specific itemized detail of all claims in warranty or at law that such Buyer may have for such warranty or statutory remedy to be applicable.

9. Indemnity Liability Limitation. Buyer hereby agrees to indemnify, reimburse in full, defend and hold harmless B.C.V. Inc., its parent, subsidiaries, affiliates, officers, directors, personnel and agents from and against any and all liability, claims, suites, actions, losses, costs or expenses including (without limitation) reasonable attorneys’ fees relating to or arising out of any claim or demand (a)for any Taxes or related penalties and interest, (b)due to Buyer’s breach of the Sale Agreement; (c)that Buyer’s customers or a third party may make against B.C.V. Inc. based upon or arising from damage due to the acts and/or omissions of Buyer or due to the installation of Product; (d)related to the failure of any payment sent or made by Buyer to be honored or to satisfy the requirement of this Agreement; (e)for infringement or misappropriation of a third party’s intellectual property rights based upon B.C.V. Inc.’s incorporation of any designs, formulas or specifications in a Product where such designs, formulas or specifications have been specifically ordered or requested by Buyer. To the maximum extent allowable under applicable law and excluding those liabilities that by law B.C.V. Inc. cannot limit or disclaim, (i) B.C.V.’s aggregate liability arising from or relating damages, including without limitation, lost revenues, loss of use of the Product, loss resulting from improper storage, processing, padding/cushion, delay in delivery or shipment or errors in shipment or labeling, loss of data, or the cost of any substitute Product or related equipment, even if B.C.V. Inc. has been advised of the possibility of such damages.

10. Cancellation. B.C.V. Inc. may cancel or terminate a Sale Agreement in whole or in part at any time by giving oral or written notice of such to Buyer. Cancellation or termination by B.C.V. Inc. shall not constitute a waiver or release of any other rights and remedies of B.C.V. Inc. in contract or provided by law or at equity.

11. Governing Law. Each Sale Agreement shall be governed and construed in accordance with the laws of the State of Georgia, without reference to any conflicts of law principles. Any litigation instituted by Buyer against B.C.V. Inc. that pertains in any manner to this Agreement must be instituted in the Superior Court of Murray County, Georgia or the United States District Court, Northern District of Georgia, Rome Division. Any such litigation instituted against Buyer by B.C.V. Inc. may, at B.C.V.’s option, be instituted in the courts above identified for the State of Georgia or in the state in which Buyer maintains its principal place of business. The U.N. Convention on Contracts for the international Sale of Goods shall not apply to this Sale Agreement. If any term, provision or condition of a Sale Agreement is held invalid or unenforceable, the same shall not invalidate or otherwise affect any other provision thereof. Any reproduction of this Sale Agreement by any reliable means shall be deemed an original. Notices provided from Buyer to B.C.V. Inc. shall be in writing; notices provided from B.C.V. to Buyer may be giving verbally or in writing. The parties have required that this Sale Agreement and all related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient redges on anglais.

12. Attorneys’ Fees. In the event legal action is undertaken by B.C.V. Inc. to collect any amounts due to B.C.V. Inc. by Buyer hereunder and if B.C.V. Inc. prevails in such action, then Buyer shall reimburse B.C.V. Inc. for its reasonable attorney fees and costs incurred in conjunction with such action, which amount shall not exceed the maximum amount allowed by law of the forum in which such action is brought.

13. Assignment. Buyer shall not assign, transfer or sublicense this Sale Agreement, or any rights or obligations herein, without the prior written consent of B.C.V. Inc. Any assignment or attempt to assign this Sale Agreement, in whole or in part, by operation of law or otherwise, without B.C.V.’s prior written consent shall be null and void. B.C.V. Inc. shall have the right to assign, transfer or sublicense all or any part of this Sale Agreement to another at any time and without the consent of Buyer.

14. Confidential Information. Buyer agrees to receive and hold Confidential Information of B.C.V. Inc. in trust and in strictest confidence and shall not use, reproduce, distribute, disclose or otherwise disseminate any Confidential Information except as necessary to perform its obligations hereunder. Disclosures of the Confidential Information may be made only to Buyer’s employees and agents who have a specific need to know and are subject to confidentiality restrictions at least as restrictive as those contained herein. “Confidential Information” means confidential information relating to the business, products and services of B.C.V. Inc., which is or has been disclosed to Buyer, and which has value to B.C.V. Inc. and is not generally know to B.C.V. Inc.’s competitors, including (without limitation), information regarding product specifications and product plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel, R&D activities and know-how.