1. APPLICABILITY.

These Standard Terms & Conditions for Acceptance of Purchase Orders (hereafter, "Standard Terms") shall apply to all purchase orders or other Supply Arrangements (hereafter defined) submitted by any customer ("Buyer") of Leggett & Platt, Incorporated and/or its affiliates (collectively, "L&P") regardless of the form or medium of Buyer's purchase order, and regardless of whether Seller's actions are deemed to be a prior offer of Buyer's purchase order or acceptance thereof and regardless of L&P's execution of any agreement or other instrument/ldocument required by Buyer. If L&P is deemed to be accepting a prior offer of Buyer, such acceptance is limited to the terms contained herein. Buyer's acceptance of any goods shipped or services provided by L&P shall constitute acceptance of these Standard Terms, regardless of any conflicting terms or waiver language contained in any Buyer purchase order, general terms & conditions, or other Supply Arrangement. Any proposal for additional or different terms or any attempt by Buyer to vary in any degree any of the Standard Terms is hereby rejected, but such proposals shall not operate as a rejection of an offer by L&P unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods or services, but shall be deemed a material alteration thereof, and the offer by L&P shall be deemed accepted by Buyer without said additional or different terms.

2. ACCEPTANCE OF ORDERS.

All Buyer purchase orders shall be deemed accepted when L&P issues an order acknowledgment to Buyer or when L&P begins performance of the order. All orders accepted by L&P shall be governed by these Standard Terms and by any additional terms and conditions which are expressly agreed upon by authorized representatives of the parties in a fully executed Supply Arrangement. Unless otherwise agreed to in a Supply Arrangement, L&P shall have no obligation to accept any particular Buyer purchase order and these Standard Terms shall control.

3. SHIPMENT/DELIVERY DATES.

The delivery date is only an estimate of when the product will be shipped. L&P shall use reasonable efforts to meet any shipment or delivery date stated in any Buyer purchase order, but L&P assumes no liability for loss or damage (including any direct, incidental, consequential or punitive damages) due to delays or failure to meet any Buyer-specified delivery date. If L&P cannot meet such shipment or delivery date, it will promptly notify Buyer. Buyer will designate common carriers for the shipment of all products (but if Buyer fails to designate a carrier, L&P shall have the right to select a carrier on Buyer's behalf). To the extent a quoted price for any product does not expressly include shipping, the cost thereof shall be paid directly by Buyer. L&P reserves the right to make delivery in installments (including both advance shipments and back orders). All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delivery of an installment shall not relieve Buyer of its obligation to accept remaining deliveries. L&P shall have no responsibility to ship goods to any location other than those in the United States, Canada or Mexico unless Buyer has previously secured all applicable permits and licenses for the transfer of goods.

4. TAXES/DUTIES.

Applicable sales, excise, use and other taxes, and import/export duties and other charges, are in addition to any prices quoted by L&P and shall be paid by Buyer.

5. PRICE CHANGES.

The price shall be as set forth on the Supply Arrangement and due within thirty (30) days of delivery unless otherwise specified in writing. With respect to any "open" or "blanket" purchase order of Buyer, or if any Supply Arrangement contemplates the purchase/sale of products or services beyond a 6 month period, L&P may from time-to-time (but no more than once in any 6 month period) increase the price of any particular product or service by an amount proportional to any increase in L&P's labor, utility or other verifiable costs respecting such product or service. Additionally, in the event L&P's raw material costs materially increase, L&P may pass on such increases to Buyer at any time. Prices shall be adjusted to L&P's prices in effect at the time of shipment.

6. CREDIT; LATE PAYMENTS.

Any obligation of L&P to extend credit to Buyer is conditional upon Buyer's timely payment of invoices, and upon the continued financial stability of Buyer. L&P reserves the right to limit, cancel or revoke credit of Buyer at any time for any reason, and L&P may require or demand payment or adequate assurances of performance from Buyer prior to performing any aspect of the sale of goods hereunder. Late payments on invoices shall bear interest at 1% per month or the highest rate allowed by applicable law, whichever is less. L&P shall be entitled to recover its costs of collection of any past due invoice, including court costs and reasonable attorneys' fees. Buyer agrees that L&P shall have the right to obtain financial information on a quarterly basis and shall be entitled to annual tax returns.

7. WARRANTY.

L&P shall provide an "industry standard" warranty on all of its goods and services. If there is no industry standard, then L&P's sole warranty obligation for all goods and services that are or become defective in material or workmanship within twelve (12) months from the date of shipment or performance shall be limited to the replacement or repair of the defective goods or services free of charge. L&P's warranty obligations hereunder are contingent upon the following conditions: L&P is promptly notified of the defect; Buyer establishes to L&P's reasonable satisfaction that any goods have been properly handled, stored, installed, maintained and operated; the goods were not materially altered; the defect did not occur after receipt of shipment; and upon L&P's request, Buyer will return the defective goods or part thereof to L&P. The foregoing warranty is a limited warranty, and is in lieu of all other warranties, express or implied. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, L&P DISCLAIMS AND DOES NOT MAKE ANY ADDITIONAL REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES OF ANY KIND (WHETHER BY IMPLICATION OR OPERATION OF LAW) WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRICE, PATENT OR ANY OTHER MATTER. THIS SECTION SURVIVES THE TERMINATION OR CANCELLATION HEREOF.

8. REMEDIES AND LIABILITIES.

BUYER AGREES THAT L&P'S LIABILITY AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY KIND HEREUNDER OR RELATING TO THE GOODS OR SERVICES DELIVERED BY L&P SHALL BE (A) THE REPAIR OR REPLACEMENT AT L&P'S OPTION OF DEFECTIVE GOODS OR SERVICES, OR (B) A REFUND OF THE PRICE ALLOCABLE TO THE DEFECTIVE GOODS OR SERVICES IF L&P IS UNABLE TO EFFECTIVELY REPAIR, REPLACE OR CORRECT SUCH DEFECT IN A REASONABLE TIME AFTER USING ITS REASONABLE EFFORTS. UNDER NO CIRCUMSTANCES SHALL L&P HAVE ANY LIABILITY WHATSOEVER FOR INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF BUSINESS OR PROFITS) OR PUNITIVE DAMAGES, NOR SHALL BUYER BE ENTITLED TO OBTAIN INJUNCTIVE RELIEF AGAINST L&P FOR ANY REASON WHATSOEVER.

9. RISK OF LOSS; TITLE.

Possession and risk of loss for all goods shall pass to Buyer upon L&P's delivery of such goods to any carrier, common or otherwise. Title to such goods shall not pass until they have been fully paid for by Buyer. Buyer shall have been deemed to have accepted the goods and services as delivered within five (5) business days of delivery unless Buyer shall notify L&P of any deficiency in writing.

10. ASSIGNMENT.

Buyer shall not assign its interest in any Supply Arrangement without L&P's prior written consent.

11. INDEMNITY.

To the maximum extent allowed by law, Buyer shall reimburse, indemnify and hold L&P and its employees and agents harmless from and against any claims, demands, liabilities, damages, suits, judgments, losses, costs and/or expenses (including attorneys' fees and other expenses of any litigation) suffered and paid by L&P (collectively, "Losses") that relates to or arises on account of (a) Buyer's negligence, use, ownership, maintenance, transfer, transportation or disposal of the goods and services delivered by L&P or (b) Buyer's violation or alleged violation of any federal, state, county or local law, rule or regulation.

12. INTELLECTUAL PROPERTY.

• (a) If Buyer provides L&P with any specifications for goods or services to be furnished by L&P, Buyer shall reimburse, indemnify, defend and hold L&P harmless from and against any Losses concerning, arising out of or relating to any claimed or actual infringement of any patent, copyright, trade secret or other intellectual property rights of any third party respecting such goods or services.
• (b) Except with respect to any product that Buyer has specifically contracted with L&P to design or develop, (i) any product or any improvement to any product developed by L&P, and (ii) any method or process of production respecting the product or improvement thereto developed by L&P, shall be the sole property of L&P.
• (c) Buyer may use L&P's trademarks only to sell new L&P products purchased by Buyer directly from L&P, and for no other reason. Buyer shall not take any or fail to take any action that may dilute L&P's trademarks.
• (d) Except as expressly set forth herein, (i) L&P shall have no obligation to sell, assign, license, or transfer intellectual property of any kind to Buyer, and (ii) Buyer shall have no right to use any intellectual property of L&P without the express written consent of L&P, which may be withheld in its sole discretion. L&P may enforce this Section through injunction or otherwise.