TERMS AND CONDITIONS OF SALE

Sales Agreement. These Terms and Conditions apply to all sales of goods and services by Carstens Industries Fiberglass Manufacturing, Inc. (“Carstens”) to any customer with notice of these Terms and Conditions, however gained, including the use of Carstens’ website (“Customer”). These Terms and Conditions, together with those contained in any written quotation or sales contract of Carstens, are the sole and complete agreement (the “Agreement”) between Customer and Carstens. To the extent Customer’s purchase order or any other statement of Customer contains any terms or conditions in addition to or different from the terms of this Agreement, such terms and conditions are hereby rejected by Carstens and waived by Customer and such terms and conditions shall not affect this Agreement nor be binding upon Carstens absent an express written statement by Carstens to the contrary. Neither Carstens’ delivery of the goods nor any other action at any time on the part of Carstens shall constitute acceptance of additional or different terms. Any modification to, or waiver of, this Agreement must be agreed to in writing by Customer and
Prices quoted are in US dollars and do not include any taxes, shipping, delivery or insurance costs. Carstens will invoice Customer for any such amounts incurred by Carstens on behalf of Customer. Prices are valid for 30 days from date of quote.
Payment Terms. Unless otherwise agreed in writing, all payments are due and payable net 30 days. Customer shall promptly notify Carstens of any disputed invoice and confirm such notification in writing. Overdue balances are subject to a fee equal to 1.5% per month or the highest rate permissible under applicable usury law, whichever is less. Customer agrees to reimburse Carstens for all costs and expenses, including reasonable attorneys’ fees, incurred to collect amounts not paid when due. Carstens may cancel or refuse to ship an order if Customer’s creditworthiness at any time becomes unsatisfactory as determined in Carstens’ sole discretion. Invoices issued for whole or partial shipments of goods shall be paid regardless of disputes relating to other invoices, and Customer waives the right to assert offsets or counterclaims with respect to such invoices.
Delivery Shipment. All deliveries shall be made Ex Works, Carstens’ docks (EXW under Incoterms® 2020). Title to and all risk of loss concerning any goods supplied by Carstens shall pass to Customer upon the delivery to any common or private carrier. Carriers are deemed to be Customer’s agent and Customer shall make all claims with respect to damage in transit against the carriers. Any extra charge incurred for additional services, including loading, storage and handling, will be paid by Customer. Absent written instructions from Customer, Carstens may, but shall not be required to, obtain insurance on any goods shipped.
Delivery Schedule. The delivery dates specified in this Agreement are estimates only and Carstens’ failure to meet the same shall not be deemed a breach of this Agreement. Delays in securing Customer’s approval of any matter shall, at Carstens’ discretion, extend the date of delivery. Carstens reserves the right to ship prior to the quoted ship date or to ship in installments.
Force Majeure. Carstens shall not be liable to Customer for any delay or non-performance under this Agreement caused in whole or part by any contingency or event beyond Carstens’ reasonable control, including, without limitation, acts of any government or any agency or subdivision thereof, war, terrorist action, riots, acts of God, machinery breakage, or any shortage of or inability to secure labor, transportation facilities, fuel, energy, raw materials, supplies, or machinery at reasonable prices or from regular sources. In the event of the occurrence of any of the foregoing, Carstens may distribute its available goods and material among its purchasers on such a basis as Carstens deems fair and equitable, without liability to Customer.
Inspection and Acceptance. Customer shall inspect all shipments and notify Carstens in writing within 10 days after arrival of any shortage and of any failure of the goods to conform to the specifications which is reasonably discoverable. Customer shall allow Carstens a reasonable opportunity to inspect such goods which Customer claims are nonconforming. Customer’s failure to timely notify Carstens shall constitute an immediate and irrevocable acceptance of such goods.
Unless otherwise agreed in writing, all tooling required for work herein described shall become the property of Carstens.
Limited Warranty. Carstens hereby warrants to Customer for a period of twelve (12) months from the date of delivery that the goods: (a) conform to the specifications expressly agreed upon in writing by the parties; and (b) are free from defects in material and workmanship (the “Warranty”). Carstens does not warrant conformity with any samples provided unless specifically stated in the Agreement. In addition, the Warranty does not cover (i) failures arising from Customer design issues, including but not limited to, abrupt corners that concentrate stress, large unsupported panels, inadequately supported panels or other issues that have necessitated design changes in that model or other models; (ii) goods that have been abused, neglected, or damaged by natural disasters; or (iii) goods that have been repaired, altered, modified, or otherwise disassembled or reworked without Carstens’ written consent. No performance warranty is intended or implied unless specifically stated in the THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR ANY OTHER MATTER. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF CARSTENS HAS ANY AUTHORITY TO BIND CARSTENS TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY.
Limited Remedy. Any claim regarding breach of Warranty must be received by Carstens before the expiration of the warranty period. Carstens reserves the right to inspect and investigate the alleged breach prior to any remedy being provided. Carstens may require Customer to return the alleged defective product to Carstens, at Customer’s sole expense, before remedying an alleged breach of the Warranty. The sole obligation of Carstens and the sole remedy of the Customer in the event of a breach of the Warranty, or under contract, tort or any other basis, shall be, at Carstens’ sole option: (i) to repair or replace such nonconforming goods; (ii) to re-perform the nonconforming services; or (iii) to refund the portion of the price paid for such nonconforming goods or CARSTENS SHALL HAVE NO LIABILITY TO ANY PERSON FOR, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL REMEDIES AND DAMAGES RELATING TO INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FORESEEABLE BUSINESS LOSSES, LOSS OF PROFITS AND RELIANCE DAMAGES. THE PARTIES EXPRESSLY AGREE THAT THIS LIMITATION OF INDIRECT, INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES ARE AGREED ALLOCATIONS OF RISK. UNDER NO CIRCUMSTANCES SHALL CARSTENS’ LIABILITY HEREUNDER FOR ANY CAUSE EXCEED THE PRICE PAID BY CUSTOMER TO CARSTENS.
Carstens’ indemnity obligation is limited by Section 10 above and to matters arising out of Carstens’ acts or omissions. Customer agrees to indemnify and hold Carstens harmless from all liability, damages, losses, expenses, claims, or causes of action arising relating to the goods which was not caused by Carstens.
General
1. CUSTOMER MAY NOT ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THIS CONTRACT TO ANY THIRD PARTY, BY OPERATION OF LAW OR OTHERWISE, WITHOUT CARSTENS’ PRIOR WRITTEN CONSENT.
2. Governing Law and Forum. The validity, performance and construction of this Agreement shall be governed solely by the laws of the State of Minnesota, excluding conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. All parties to this Agreement consent to personal jurisdiction in the State of Minnesota and any controversy or claim arising from or relating to this Agreement shall be resolved exclusively in the County of Hennepin in the State of Minnesota. Each party hereto agrees that valid service of process may be effected on it outside of Minnesota by certified mail at the address of its last known principal office or by any other means authorized under Minnesota

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