Terms of Sale

Effective January 2023

NOTE: Sale of products by Panoramic, LLC shall be under the conditions and terms stated herein. The Terms & Conditions set forth
below shall supersede any contradiction or inconsistency with Terms of the Buyer’s order, and no agreement, term, condition, or
trade custom at variance here with shall be binding on Panoramic, LLC. Submission of any order and/or acceptance of any delivery of
product hereunder shall constitute acceptance of Panoramic Inc’s Terms & Conditions.

PURCHASE ORDERS

MINIMUM PURCHASE ORDER QUANTITY
1. Purchase Orders submitted to Panoramic, LLC. may include a mix of Make-To-Order SKUs,
  Proprietary SKUs with a current
  Inventory agreement, and stock SKUs.
  1. Order minimum is $5,000.00: Payment with credit card is available.
  2. Orders with less than full pallet quantities will be charged $150 per order for
    extra
    material handling and palletizing
2. Make-To-Order (MTO) SKUs
  - Purchase Orders for MTO SKUs totaling the “Minimum Order Quantity” (MOQ)
    specified in
    the sales agreement must
    be submitted at the time of initial order.
  - Buyer must accept shipment of the total MOQ quantity within 60 days of SKU
    production.
  - Failure of the Buyer to accept MTO inventory within the agreed upon 60-day
    period will
    result in:
    1. Buyer will be invoiced for entire balance of MTO SKU remaining in
      Panoramic
      inventory after 60 days
    2. Buyer will be charged storage fees of $100 per pallet per month until
      either
      inventory is accepted by Buyer, or
      Panoramic receives written notification to donate/destroy the inventory.
  - MTO SKUs may vary +/- 5%, with acceptance and payment of an overage and
    agreement to
    call the total PO(s) complete for a shortage within the 5% tolerance.
3. Proprietary SKUs with an active Inventory Agreement
  - Unless otherwise specified in the sales agreement, purchase orders must be in
    full
    truckload quantities
  - Upon written notification of customer intent to terminate an inventory
    agreement,
    purchase orders must be submitted
    to deplete available inventory within 30 days of the inventory agreement’s
    termination
    date.
    1. 30 days after termination of the inventory agreement, Buyer will be
      invoiced for
      any remaining inventory
    2. Buyer will be charged storage fees of $100 per pallet per month until
      either
      inventory is accepted by Buyer, or
      Panoramic receives written notification to donate/destroy the inventory.
INTERNATIONAL PURCHASE ORDERS
1. Drop ship orders are not accepted to international locations.
2. Payment of all taxes, brokerage fees, import fees, storage fees, and any other charges
  or fees
  associated with import/export
  of Panoramic products outside the U.S. are the responsibility of the customer.

Freight Terms Available by location and PO Size

Ship-to Location	Inventory Type	PO Size	Additional Fees	Freight Terms Available
US	MTO/Stock/Inventory agreement	Full Truckload	N/A	Prepaid/ Prepay & Add/CPU
US	Standard/Drop Ship	Less than Truck Load (LTL)	N/A	Pre-Pay & Add/ CPU
US	Standard/Drop Ship	Small Package	$200 Small Order Fee	Pre-Pay & Add/ Collect/3rd party
International	Standard	Full Truckload	All taxes, brokerage, fees and import fees to be paid by the customer	Prepaid/Prepay & Add/CPU
International	Standard	Less than Truck Load (LTL)	$200 Small Order Fee, All taxes, brokerage, fees and import fees to be paid by the customer	Pre-Pay & Add/ CPU

PURCHASE ORDER Requested Due/Ship DATE – MINIMUM LEAD TIME

1. Minimum Lead time is the number Business Days between Panoramic’s receipt of a Purchase
  Order
  that meets all “Perfect
  Match” requirements (listed in section 5) and the Requested Ship/Due date on the
  Purchase Order.
2. Minimum Lead Time will be accepted on Purchase Orders received at Panoramic by 3:00 PM
  CST.
  Orders received after 3:00
  PM CST will be treated as if they were received the next business day.
3. Lead Time calculations begin the day after the Order Confirmation is sent and all holds
  are
  released.
4. Delivery dates quoted or returned on Order Confirmations are an estimate only, based on
  Panoramic’s current production
  and inventory schedules, and the typical transit time required to the delivery location.
5. Holidays, weekends, and Panoramic Inventory days do not count towards order lead time

SKU Type	Minimum Lead Time
MTO SKUs	Typically, 6 weeks, but can vary. Check with Sales for current lead times.
SKUs on current Inventory Program	4 business days
Stock/Release as Needed SKUs	4+ business days, depending in inventory availability

“PERFECT MATCH” REQUIREMENTS
1. All purchase orders must have current/correct item pricing, invoice terms, freight terms, lead
  time, etc.
2. All Panoramic SKUs must be ordered in full pallet quantities
3. If a purchase order is rejected (e.g. for incorrect Pricing, Invoice Terms, Minimum Lead Time,
  etc.), a corrected PO must be submitted to Panoramic with the following:
  - The identified issue(s) corrected, AND
  - A new Order Due Date based on the date the corrected order is submitted
PRICING
1. All invoice and special pricing is subject to change without notice or inventory protection.
2. All invoice and special pricing is subject to industry wide manufacturers increases with 30 days
  written notice. Any exceptions
  to our pricing policy must be presented in writing with the expressed written consent of
  Panoramic, LLC.
3. All Pricing is quoted in U.S. Dollars only (USD) unless specifically noted otherwise.
4. Pre-Price Increase Buy-ins, regardless of requested delivery date, will not be accepted.
  Pre-Price Increase Buy-Ins are
  defined as quantities above the monthly average for 6 months prior to the Price Increase
  Announcement date.
INVOICE TERMS/PAYMENTS
1. Unless seller requires payment in advance, payment terms are as defined in the current sales
  contract.
2. Panoramic reserves the right to add a service charge of 1.5% per month to invoices not paid
  within 30 days Credit Card
  Payments will incur an additional 3% service charge
CREDIT
1. If at any time, in Seller’s opinion, Buyer’s credit is impaired or if Buyer shall fail to pay
  Seller any amount when due, or if
  Buyer should indicate an intention to refuse to perform its obligations to Seller, Seller may
  terminate this Agreement with
  respect to any further shipments and all amounts due Seller from Buyer shall become immediately
  due and payable.
2. In the event of such termination, Buyer shall remain liable to Seller for any and all loss or
  damages sustained by seller due
  to Buyer’s default.
ORDER ACKNOWLEDGMENT
1. Order acknowledgements will be sent or discrepancies identified within 1 business day of
  submission of the purchase orders for customer accounts in good credit standing.
ORDER CHANGES, CANCELLATION & DELIVERY DELAYS
1. No order changes (item additions, quantity additions, Order Due Date changes, etc.) will be
  accepted
  within 24 hours of the expected ship date.
2. Any item added or quantity changed on an existing PO after a price change is effective will be
  priced at
  the higher price.
3. Order Cancellations will not be accepted for MTO or Proprietary SKUs after the product has been
  produced.
4. Order Cancellations for Stock SKUs that occur after product has been picked and staged for
  shipment will incur a restocking fee of 20% of the Order Total plus any freight charges that
  Panoramic incurs related to the order.
5. All charges incurred due to a customer requested Delivery Delay after the order has been staged
  for shipment must be paid by the customer. Charges include, but are not limited to TONUs (Truck
  Ordered Not Used), reschedule and dock storage fees, and any storage fees incurred by the
  carrier.
BACKORDERS
- Any ordered item that does not ship with the original shipment is defined as a backorder. When a
  backorder occurs:
  1. The buyer will be notified that a backorder has/will occur and provided an earliest
    estimated
    available date
  2. The backorder will be cancelled from the Sales Order
  3. Backordered items should be added to stock Purchase Order that meets the Terms and
    Conditions of
    Sales as specified in this document.

SHIPPING INFORMATION

Panoramic Paid Freight Charges
1. Panoramic, LLC. reserves the right to select the carrier, method of transportation, and shipment routing
  for all prepaid freight orders.
2. Panoramic will prepay freight & fuel charges for an order that meets the following conditions:
  - One shipment to the one address specified as “Ship-To Address” on the Purchase Order
  - Agreed upon Freight Terms for that Ship-To Address/Item mix are “Freight Prepaid”
  - Purchase Order complies with all requirements in this document pertaining to minimum order quantity, lead time, perfect-match, and order changes.
3. If a customer requested change would result in higher freight costs (e.g., to freight method or carrier, an earlier delivery date, or customer has delivery/dock requirements that are outside Panoramic’s carrier standard of operation), the customer may opt to either:
  - Coordinate pick-up of the order with their own contracted carrier, and assume all
    related freight and delivery charges (Reference Terms & Conditions for Customer
    Pick-Up shipments below.)
  - Issue a new or revised Purchase Order that authorizes Panoramic to invoice the
    difference between the original freight cost and the new higher cost
4. Lumper or Sort and Seg fees will be paid by Panoramic only if a written schedule of those fees
  has been provided to Panoramic in advance, and the terms have been agreed upon
Customer Paid Freight and CPU Charges
1. Customer will be responsible for all freight and delivery related charges on any order that does not
  comply with all sections of Section 12 – Panoramic Paid Freight Charges.
2. Customer will be responsible for reimbursing Panoramic for all fees incurred on Panoramic Prepaid Freight orders due to
  detention, storage, or redelivery if the carrier arrived on or before the scheduled appointment time.
3. Customer Pickup Orders (CPUs)
  - The customer is responsible for all carrier charges
  - A Reschedule Fee of $75 per occurrence will be added to the invoice or billed separately at
    Panoramic’s discretion for
    each load requiring a dock appointment change within 1 business day of originally scheduled
    pickup
  - A Dock Storage Fee of $100/day will apply to all orders not picked up at the appointed time
  - A Wrong Equipment Fee of $100 will be charged for carriers arriving with a trailer that does not
    accommodate the order size
CUSTOMER PICK-UP (CPU) SHIPMENTS
1. Dock appointments are issued Monday – Friday 8:00 AM to 6:00 PM Central Standard Time (CST).
  Customers/Carriers must
  email Angie.Forrest@panoramicinc.com to schedule a dock appointment a minimum of 48-hours in advance of
  the
  requested pick-up date.
2. Drivers that will miss their scheduled appointment must notify Panoramic by emailing
  Angie.Forrest@panoramicinc.com
  prior to the Pickup appointment.
3. A standard 53-foot dry van trailer with swing doors is required for full truckload orders of 28 – 30
  skid spots of pallet loaded
  product (gaylords and slip sheeted SKUs, can be double stacked).
4. Customer requests to convert an order from Customer Pick-Up to Panoramic Paid Freight may be denied at
  Panoramic’s
  discretion. In the rare event that, Panoramic Management approves a conversion, a PO with a revised due
  date will be
  required. The revised due date will be calculated based on the date the request was approved &
  revised PO is received,
  and the Minimum Lead Time specified in Section 4 – PURCHASE ORDER DUE DATE – MINIMUM LEAD TIME.
5. Damage Claims – all claims for damage must be made with the customer’s Carrier. Panoramic will not be
  responsible for
  damage claims on CPU orders.
6. Shortage Claims – Panoramic will not assume responsibility for any shortage claims unless the trailer
  seal has been applied
  by Panoramic personnel, and is verified intact at the final receiving location.

CUSTOMER CLAIMS AND PRODUCT RETURNS

CLAIMS FOR OVERAGES, SHORTAGES, DAMAGES AT DELIVERY
1. To ensure timely replacement of affected items and correct invoice credits:
  - Order discrepancies must be noted on the signed copy of Bill of Lading that is given to the
    driver at the time of receiving to be eligible for claim
  - An email with the PO number, a brief description of the claim (item number, # cases &
    reason), and contact info must
    be sent within 5 business days of carrier delivery to your Customer Service Representative
2. Failure to initiate a claim and receive an RMA number will result in denial of credit or product
  replacement.
3. If requested, any supplemental documentation must be supplied to Panoramic, LLC. within 15 days of
  request so that appropriate credits can be issued and claims filed.
PRODUCT RETURNS – RETURN MATERIALS AUTHORIZATION (RMA)
1. Any Product returning to Panoramic as a result of the Claims process above, deadstock, quality issues,
  etc. must be issued a
  Return Materials Authorization (RMA), which includes an RMA Number and specifies items, quantity and
  original price.
2. RMAs not initiated by the Claims process in Section 15 can be initiated by contacting your Panoramic
  Sales or Panoramic
  Customer Service Department representative.
3. The Panoramic issued Return Materials Authorization (RMA) Number MUST BE REFERENCED on the delivery
  paperwork (BOL or packing slip). A hard copy of the RMA should be included with the packing slip and
  attached to each pallet.
4. Any product that arrives at our dock without referencing a valid RMA will not be eligible for credit,
  and may get rejected back to the carrier.
5. Return Freight Charges
  - Unless specifically stated otherwise on the RMA, the customer is responsible for return freight
    charges.
  - If the RMA specifies that Panoramic will pay the return freight, the Carrier to be used will be
    specified. Failure to use
    the specified carrier will result in a deduction from any credit, if available, or bill-back of
    all freight charges incurred.
6. RMAs are valid for 30 days from date of issue. After 30 days, any open lines will be cancelled and no
  credit issued.
7. Product received at our facilities without a valid RMA will either be refused or, if accepted, customer
  will be contacted r.e.
  product return at the customer’s expense. Product not picked up within 30 days of notification of the
  expired RA will be
  dispositioned at Panoramic’s discretion.
PRODUCT QUALITY CLAIMS
1. Claims due to product quality issues must be made within 180 days of product receipt.
2. A Return Materials Authorization (RMA) must be completed with the original Purchase Order Number(s).
  Please contact
  your Sales Broker or Panoramic Sales Manager to begin this process. If product is to be returned, an RMA
  will also be issued
  (see Section 16 above).
CUSTOMER ERROR/OVERSTOCK RETURNS
1. Customer Error/Overstock return items include any items that are listed on the last confirmed PO and are
  not damaged or
  defective. Items refused at delivery due to unconfirmed PO changes are considered Customer Error and
  will incur the restock
  and freight charges listed below.
2. Requests to return product to Panoramic, LLC. must be made within 180 days of original receipt, and must
  be issued a Return
  Materials Authorization (contact Panoramic Sales).
3. MTO, Non-stock, custom/special items, and discontinued items are not eligible for return.
4. Returns will not be accepted and credit will not be issued on any items that have been opened, damaged,
  re-taped, or
  partially used.
5. A 20% restock fee will apply to all returns due to Customer Error/Overstock
6. Return shipping cost is at the customer’s expense. Carriers must request a delivery appointment at the
  Panoramic
  Distribution Center at least 48 hours in advance of delivery (see Section 14 – CUSTOMER PICK-UP (CPU)
  SHIPMENTS for details).

PRODUCT WARRANTY

PRODUCT WARRANTY DETAILS
1. Panoramic, LLC. warrants those products shipped to Buyer will be of merchantable quality and free of
  defects in
  workmanship for a period of 6 month from the date of shipment. The seller makes no warranty of any other
  kind, expressed
  or implied.
2. The Buyer shall assume all risks and liabilities for results obtained by the usage of Panoramic LLC’s
  products, either singly or
  in combination with other products.
3. The Seller’s liability for loss or damage due to the use of Seller’s products is limited to replacement
  of seller’s material only,
  pending receipt of the defective goods by the Seller.
4. Without limiting the generality of the following, Seller specifically disclaims any liability for
  penalties (including
  administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of
  use of goods or any
  associated equipment, cost of capital, facility or services, down time, shut down or slow down costs,
  spoilage of material, or
  any other types of economic loss.
5. NO REPRESENTATIVE HAS THE AUTHORITY TO MAKE ANY GUARANTEE OR AGREEMENT EXCEPT AS STATED HEREIN.
FORCE MAJEURE.
1. Seller shall not be liable for any loss or damages as a result of Seller’s delay in or failure of
  delivery due to any cause beyond
  its control, including but not limited to labor disputes, floods, fire, transportation delays, inability
  to obtain materials, or
  manufacturing equipment breakdown.
2. Should any of the aforementioned events occur, Seller, at its option, may cancel Buyer’s order with
  respect to any
  undelivered goods or extend the delivery date for a period equal to the time lost because of such delay.
  Notice of such
  election shall be given promptly to Buyer.
3. In the event Seller elects to so cancel the order, Seller shall be released from all liability for
  failure to deliver the goods,
  including but not limited to, any and all claims on behalf of Buyer for lost profits, or any other claim
  of any nature which
  Buyer may have. If shipping or progress of work is delayed or interrupted by Buyer, directly or
  indirectly, Buyer shall pay Seller for all additional charges resulting therefrom.
SEPARABILITY.
1. If any provisions of these Terms and Conditions shall be deemed illegal or unenforceable, such
  illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof which shall be construed as if such illegal and unenforceable provision or
  provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the
  underlying business purpose of these Terms and Conditions.
Samples
1. Panoramic, LLC. will send customer requested samples prepaid via courier based on standard lead times published herein.
2. If samples are requested to be expedited, requestor will be required to pay all freight charges.

Panoramic 2023 Standard Terms and Conditions of Sale