Purchase Orders Terms and Conditions

1. DEFINITIONS

1.1 "Goods" means any goods as specified in the Purchase Order (including any part or parts thereof).

1.2 "Customer" means StoneMor Inc., its subsidiaries or affiliates,specified in the Purchase Order.

1.3 "Parties" means Customer and Supplier.

1.4 "Price" means the price of the Goods or Services stipulated in the Purchase Order.

1.5 "Purchase Order" means the order forming part of these terms and conditions.

1.6 "Services" means the services as specified in the Purchase Order (including any part or parts thereof).

1.7 "Supplier" means the entity the Goods or Services and whose name appears as the addressee in the Purchase Order.

1.8 "Supplier Resources" means Supplier's employees and any subcontractors or agents of Supplier approved in advance by Customer.

2. APPLICATION OF TERMS

Unless the provisions of clause 2.2 apply, these terms and conditions, together with the provisions in the Purchase Order (together the "Contract"), constitute the entire agreement between the Parties for the supply of the Goods or Services specified. The Contract may not be varied or amended unless the variation or amendment is in writing and signed by duly authorized representatives of both Parties.

2.1 These terms and conditions are the only conditions upon which Customer is prepared to deal with Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions, except any agreement specifically referenced in the Contract. The Contract constitutes the entire agreement between the Parties and replaces all previous negotiations, understandings and representations whether oral or in writing.

2.2 To the extent that there is an existing contract ("Existing Contract") between Supplier and Customer for the Goods or Services which are the subject of a Purchase Order, the Existing Contract shall prevail over these terms and conditions and the Purchase Order shall be subject to the provisions of the Existing Contract.

2.3 No terms or conditions endorsed upon, delivered with or contained in Supplier's quotation, acknowledgement or acceptance of the Purchase Order shall form part of the Contract and Supplier waives any right which it otherwise might have to rely on such terms and conditions.

3. PROVISION OF GOODS

3.1 Goods to be provided under the Purchase Order shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Purchase Order.

3.2 Goods shall be delivered, carriage paid, to Customer's place of business specified in the Purchase Order. Supplier shall off-load the Goods at its own risk as directed by Customer. The date for delivery shall be specified in the Purchase Order. Time for delivery shall be of the essence. Unless otherwise stipulated by Customer in the Purchase Order, deliveries shall only be accepted by Customer during normal business hours. Supplier shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Purchase Order number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

3.3 If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, Customer reserves the right to: (a) cancel the Contract in whole or in part; (b) refuse to accept any subsequent delivery of the Goods which Supplier attempts to make; (c) recover from Supplier any expenditure reasonably incurred by Customer in obtaining the Goods in substitution from another supplier; and (d) claim damages for any additional costs, loss or expenses incurred by Customer which are in any way attributable to Supplier's failure to deliver the Goods on the due date.

3.4 Where Customer agrees in writing to accept delivery of Goods by installments, failure by Supplier to deliver any one installment shall entitle Customer, at its option, to treat the whole Contract as repudiated. Customer shall not be deemed to have accepted any Goods until it has had 28 days to inspect them following delivery. Customer shall also have the right to reject the Goods as though they had not been accepted for 28 days after any latent defect in the Goods has become apparent.

3.5 The Goods shall remain at the risk of Supplier until delivery to Customer is complete (including off-loading and stacking) when ownership of the Goods shall pass to Customer.

3.6 Without prejudice to any other right or remedy which Customer may have, if any Goods are not supplied in accordance with, or Supplier fails to comply with, any of the terms and conditions of the Contract, Customer shall be entitled to avail itself of any one or more of the following remedies at its discretion:

(a) rescind the Purchase Order; (b) reject the Goods (in whole or in part) and return them to Supplier at the risk and cost of Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by Supplier; (c) at Customer's option, give Supplier the opportunity at Supplier's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled; (d) refuse to accept any further deliveries of the Goods but without any liability to Supplier; (e) carry out at Supplier's expense any work necessary to make the Goods comply with the Purchase Order; and/or (f) claim such damages as may have been sustained in consequence of Supplier's breach or breaches of the Contract.

4. PROVISION OF SERVICES

4.1 Suppler shall provide the Services set out in the Purchase Order. Supplier shall perform the Services using reasonable skill and care and in accordance with any timeframe and service levels set out in the Contract. Services will be performed only by Supplier Resources who have appropriate skills, qualifications and experience. Supplier Resources shall comply with (a) all applicable laws relating to the Services (including any health and safety regulations) and (b) all rules or regulations stipulated by Customer in relation to its premises. Unless otherwise agreed in writing, Supplier shall provide (at its own cost) all plant, equipment and materials necessary for the performance of the Services. Supplier shall pay the costs of making good any damage to Customer's premises (or fixtures, fittings or equipment at such premises) which is caused by Supplier Resources.

4.2 Customer may, at any time, reject any Services or anything delivered as part of the Services which, in Customer's reasonable opinion, do not comply with the Purchase Order. Following receipt of a notice of rejection, Supplier will have 5 working days to remedy the faults which caused the rejection at Supplier's own cost.

4.3 Without prejudice to any other rights or remedies Customer may have, if Supplier fails to remedy the faults, Customer shall be entitled to terminate the Contract immediately with written notice to Supplier.

Acceptance of Services will not be deemed a waiver of any rights or claims by Customer in respect of any act or omission of Supplier.

5. PRICE & PAYMENT TERMS

5.1 In consideration of the supply of the Goods or Services by Supplier hereunder, Customer shall pay Supplier the price stipulated in the Purchase Order ("'Price"'). Unless otherwise agreed in writing, the Price shall be exclusive of value added tax but inclusive of all other charges. Value added tax shall be shown as a separate item on Supplier's invoice. Customer will only reimburse Supplier for reasonable expenses agreed to by Customer in advance.

5.2 As soon as reasonably practicable after supply of the Goods or Services (and in any event within 30 days), Supplier shall submit an invoice to the Customer address for invoices stipulated in the Purchase Order. All invoices must contain a description of the Goods or Services, the Price (including any expenses if applicable), and the Purchase Order number. Customer shall be entitled to withhold payment of any invoices which do not contain the Purchase Order number; and/or are not mailed to the appropriate Customer address for invoices and/or do not meet any other requirements of the Contract. Customer reserves the right to set off any amount owing at any time from Supplier to Customer against any amount payable by Customer to Supplier under the Contract.

5.3 Customer shall pay undisputed invoices within 75 days of receipt, but time for payment shall not be of the essence. Any interest charges levied by Supplier for late payment of any invoice shall not exceed the rate of 3% per annum (or the maximum amount permitted by law, if less), from the date first owed until paid. Interest charges shall not be levied in respect of any invoice that is disputed by Customer in whole or in part, unless such interest is subsequently agreed or held to be payable by Customer.

6. CONFIDENTIALITY

6.1 Except as required by law or regulation, Supplier shall keep in strict confidence and not disclose any non-public information or materials relating to Customer, its business, or clients which may be provided to Supplier orally or in writing ("Confidential Information"). Supplier shall restrict disclosure of such Confidential Information to Supplier Resources who have a need to know the same for the purpose of discharging Supplier's obligations to Customer under the Purchase Order and are subject to like obligations of confidentiality. Supplier shall ensure such Confidential Information will be used only for the provisions of Goods or Services under the Purchase Order.

Supplier shall notify Customer immediately in the event that Supplier learns of any unauthorized access to such Confidential Information. Supplier will return or destroy any Confidential Information on the request of Customer.

7. INDEMNITY

7.1 Supplier shall indemnify Customer against all direct, indirect or consequential liabilities (including legal and other professional fees and expenses) awarded against or incurred by Customer as a result of or in connection with: (a) defective workmanship, quality or materials; (b) an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods and/or Services; and (c) any claim made against Customer in respect of any liability, loss, damage, injury, cost or expense sustained by Customer's employees or by any Customer client or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods and/or Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by Supplier or Supplier Resources.

8. TERMINATION

8.1 Customer shall have the right at any time, and for any reason, to terminate the Contract in whole or in part with written notice to Supplier. Customer shall pay to Supplier fair and reasonable compensation for Goods and/or Services supplied to the date of termination, excluding any loss of profits or consequential loss.

8.2 Either Party may terminate the Contract with immediate effect on notice to the other Party if:

(a) the other Party commits a material breach of the Contract which is incapable of remedy, or (if such breach is capable of being remedied) fails to remedy such breach within 30 days of receipt of a written request to do so from the Party not in default; or (b) the other Party is declared insolvent or bankrupt, or a petition is presented for its winding up or bankruptcy, or Supplier makes a composition or arrangements with its creditors, or an administrator, administrative receiver or manager is appointed to manage Supplier's affairs.

8.3 Termination of the Contract, howsoever arising, shall be without prejudice to the rights and duties of the Parties accrued prior to termination. Obligations of a continuing nature shall survive expiry or termination of the Contract.

9. GENERAL

9.1 Notices: All notice or other communications in connection with the Contract shall be sent to the Party's address specified in the Purchase Order and shall be deemed to be given on the day it is received if sent by facsimile or hand delivery, or within 48 hours if sent by post.

9.2 Assignment/Sub-contracting: Supplier shall not assign or sub-contract any of its obligations under the Contract without Customer's prior written consent. No permitted sub-contracting shall in any way relieve Supplier of its obligations under the Contract. Supplier shall be liable for the acts or omissions of any permitted agent or subcontractor as if they were Supplier's own acts or omissions.

Customer shall be entitled to assign the Contract to any entity controlling, controlled by or under common control with Customer.

9.3 Severance and Waiver: If any part of these terms and conditions are held to be unenforceable, the validity of the remaining terms and conditions will not be affected. No delay or omission by either Party to exercise any rights or remedies under these terms and conditions shall be deemed to be a waiver thereof. Waiver of any right under these terms and conditions shall not be deemed to be a waiver of any other rights contained in these terms and conditions.

9.4 Ownership: Supplier will not acquire any proprietary rights or ownership in any materials provided by Customer for the provision of Goods and/or Services under the Contract. The intellectual property rights (including copyright) for anything provided to Customer under the Contract are hereby assigned to Customer. Except where Supplier uses documentation and materials supplied by Customer, Supplier warrants that none of the documentation and materials used or created in connection with the Services shall infringe any patent, trade mark, registered design, or copyright of any party. Supplier shall indemnify Customer against all actions, demands, charges, expenses and costs (including legal costs) which Customer may incur as a result of or in connection with any breach of clause 9.4 by Supplier.

9.5 Jurisdiction & Governing Law: The Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. The Parties expressly agree that any and all legal proceedings arising under the Contract will be brought exclusively in the state and federal courts located in the Commonwealth of Pennsylvania.