The following Manthei Inc. (“MI”), doing business as Manthei Wood Products or through its wholly owned subsidiary Techniply LLC, terms and conditions of sale as well as those  terms and conditions in MI’s quotations and confirmations of an Order (collectively the “MI  Terms and Conditions of Sale”) are exclusive and in lieu of all other terms and conditions appearing on  Customer's forms or elsewhere. and these MI Terms and Conditions of Sale apply exclusively to all  quotations, estimates and proposals made by MI as well as those Orders accepted by MI for  MI products (“Products”). MI’s acceptance of an Order is limited to MI’s Terms and  Conditions of Sale. Neither MI’s commencement of performance, nor confirmation of an Order,  nor delivery of Products shall constitute acceptance of any conflicting, additional or different terms and  conditions. MI’s failure to object to provisions contained in any Order or any other writing of  Customer shall not be construed as a waiver by MI of the MI Terms and Conditions of Sale or  an acceptance of any conflicting, additional or different terms and conditions.

 

1. Performance.  

Performance of any Order received by MI is expressly conditioned upon acceptance by MI  management.  

 

2. Orders, Confirmations, Changes, and Cancellations.  

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a. Orders. All Orders placed with MI must be submitted to MI in writing or in an  electronic form acceptable to MI. All such Orders must include the Customer’s name, the name of  Customer’s contact, address, email address, telephone number, and fax number. Orders must also  include the delivery address, Customer’s requested delivery dates, a complete description of the  Products, and quantities of the Products being purchased. Orders will be binding on Customer only  when MI has confirmed its acceptance in writing.

 

i. Orders requiring an export license will not be accepted until the export license has  been obtained.  

 

ii. Orders requiring a letter of credit will not be accepted until the letter of credit is  received (unless otherwise negotiated prior to order acceptance) and meets MI’s  standard terms for a letter of credit. No production will begin until payments terms are  agreed upon.  

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b. Acceptance. MI’s Terms and Conditions of Sale are accepted by Customer unless  Customer submits a written notice of objection to MI within twenty four (24) hours of Customer’s  receipt of MI’s confirmation of the Order.  

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c. Changes to Orders. Delivery dates may not be rescheduled without MI’s written  approval.  

 

d. Cancellations. Customer may not cancel an Order in whole or in part without the written  agreement of MI and on condition of Customer’s payment of MI’s cancellation charges. 

 

i. If MI agrees to cancel the Order, MI may assess Customer cancellation  charges in the following amounts: 

1. twenty percent (20%) of the Order price for cancellation of any Order or part  thereof for standard Products that can readily be resold to MI’s other customers, or  

 

2. for custom or specially made Products, the Order must be cancelled before MI begins performance.  

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ii. If MI begins performance on a custom or specially made Order, MI’s  cancellation charges may include:  

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1. the Order price for all completed Products, 

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2. with respect to non-completed Products, cancellation charges shall include: 

 

y. an equitable charge as determined by MI based upon all costs  (including but not limited to cost of materials purchased, labor, storage  charges, handling, freight, duties and, taxes, and any destruction or  recycling costs) incurred by MI in performance of the Order to the  date of cancellation and that MI will thereafter reasonably incur as  a result of such cancellation, and 

 

z. a cancellation fee of 20% of the Order price.  

 

Customer shall pay all cancellation charges due within thirty (30) days of invoicing by MI.  MI’s cancellation charges shall not be deemed MI’s exclusive remedies in the event of  an unauthorized order cancellation by Customer.  

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3. Prices.  

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a. The prices of the Products are those specified on MI’s quotation or confirmation of the  Order or, if no price is so specified, those in MI’s price list current at the time of MI’s  acceptance of the Order. All prices printed in MI’s price list or quoted to individual Customers are  subject to change without notice.  

 

b. Prices include standard packaging. Extra charges will be added for special packaging and/or  for expediting delivery.  

 

c. Prices for Products do not include any federal, state or local taxes, or other governmental  charges, duties, or fees imposed on this Agreement or the manufacture, import, export, sale or use of  the Products, which, when applicable, will be invoiced additionally and paid by Customer, unless  Customer presents an exemption certificate acceptable to the taxing authorities.  

 

d. Customer agrees to pay any processing fees if MI accepts credit card payment.  

 

e. MI shall have the right to adjust the price of the Products that are the subject of the  Order at any time in the event of an increase in MI’s costs to supply the Products due to increases  in the cost of energy, material, labor, freight/shipping, and/or governmental charges (such as duties or taxes). The adjustment in the price shall be one corresponding to such increase in costs. MI will  provide Customer with written notice of such price increase.  

 

4. Payment.  

 

a. Payment shall be due thirty (30) days after the date of MI’s invoice unless otherwise  specified in MI’s quotation or Order confirmation. For Orders with multiple delivery dates, MI  may invoice Customer and Customer shall pay for each delivery separately and each delivery shall be  considered a separate and individual Order.  

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b. MI may charge Customer interest for all late payments computed on a daily basis from  the due date until paid in full at the rate of one and one-half percent (1.5%) per month or the maximum  rate permitted by law, whichever is less.  

 

c. MI reserves the right to establish and/or change credit and payment terms extended to  Customer when, in MI’s sole opinion, Customer’s financial condition or previous payment record  warrants that action. Further, on a delinquent account, MI shall not be obligated to continue  performance under the Order or any agreement with Customer.  

 

d. MI retains a security interest in the Products delivered to Customer, and in their  accessories, replacements, accessions, proceeds and products, including accounts receivable  (collectively, the “Collateral”), to secure payment of all amounts due under this Agreement. If Customer  fails to pay any amount when due, MI shall have the right to repossess and remove all or any part  of the Collateral from Customer but not from customers of Customer. Any repossession or removal shall  be without prejudice to any other remedy of MI at law or in equity. Customer agrees to take any  acts and execute and deliver any documents (including, without limitation, financing statements)  reasonably requested by MI to transfer, create, perfect, preserve, protect and enforce this security  interest.  

 

e. Customer is responsible for and shall pay all costs, fees and expenses, including reasonable  attorneys' fees and the fees of collection agencies, incurred by MI in enforcing any of the terms,  conditions or provisions hereof or in protecting MI's rights herein or with respect to past due  accounts of Customer.  

 

5. Shipments.  

 

a. Unless otherwise agreed to in writing by MI, all prices quoted or printed in MI’s  price list are F.O.B. MI’s premises or those of MI’s supplier or, with respect to imported  goods, F.O.B. United States point of shipment.  

 

b. Customer agrees that all freight, express and delivery charges shall be paid by Customer and  shall not be subject to discount.  

 

c. If MI has agreed with Customer to arrange for shipping of Products, MI will select  the carrier in the absence of specific instructions by Customer and all shipments shall be freight collect,  unless otherwise negotiated.  

 

d. In no event shall MI be liable for any delay in delivery nor shall the carrier be deemed an  agent of MI. 

 

e. Delivery will be deemed complete and risk of loss or damage to the Products will pass to  Customer upon delivery to the carrier.  

 

6. Inspection and Acceptance; Variations and Returns.  

 

a. Inspections. Customer shall have the right to inspect the Products at the time and place of  delivery before accepting them. After inspecting the Products in a delivered Order, if Customer claims  that the Products do not conform to the specifications issued by MI and MI confirms that the  Products do not conform to the specifications, MI’s sole obligations and Customer’s exclusive  remedies with respect to the non-conforming Products shall be, at MI’s option, to repair or to  replace the Products or to refund to Customer the purchase price paid for the Products.  

 

b. Acceptance & Variance. The Products shall be deemed accepted by Customer unless notice of  defect or shortage is received within thirty (30) days of shipping and the defective Products are returned  to MI within sixty (60) days of shipping. At MI’s sole discretion, deliveries may vary by a  margin of up to ten percent (10%) more or less than the quantities in the confirmed Order. In case of  such a variance, Customer agrees to accept and pay for the delivered quantities.  

 

c. Returns. Returned Products must be in their original packaging and be in new condition. No  Products may be returned to MI without MI’s prior written authorization. MI will bear  the return cost for the return of non-conforming Products; however, if the Products are found to be  within the specifications, then Customer shall be responsible for all costs associated with the return of  the Products. Customer shall be responsible for any damage to returned Products resulting from  handling by Customer with less than due care.  

 

7. Ownership of Production Tooling, Materials and Equipment, No License Granted. 

 

a. Unless otherwise agreed in writing by MI and Customer, all material, equipment,  facilities, and tooling used in the manufacture of the Products shall remain the property of MI.  

 

b. MI shall not be responsible for any Customer furnished materials or tooling that may be  damaged during processing or manufacturing.  

 

c. MI’s supply of Products to Customer does not in any way convey or grant to Customer  any license or right to make, have made or use the Products or any additional products (whether or not  identical to the Products) under any past or future patents and/or inventions owned, made or controlled  by MI.  

 

8. Warranty.  

 

a. MI warrants to Customer that at the time of delivery all Products will conform to and  perform in accordance with the applicable current specifications issued by MI.  

 

b. Any Products sold by MI with any additional express written warranties shall be subject  to the specific terms and conditions of those warranties. The duration of any Products warranty given  by MI shall be limited to the applicable warranty duration stated in writing by MI. If no  warranty duration is specified by MI, then the warranty duration shall be thirty (30) days from the  date of shipping to Customer.  

 

c. Unless otherwise agreed to in writing by MI, no warranty shall extend to or be for the  benefit of any third party.  

 

d. No warranty shall apply to any Product that is subject to misuse, abuse, accident, disaster, or  repair by anyone other than MI, or that has been used contrary to instructions from MI.  

 

e. Customer will be deemed to have waived any warranty claim unless written notice of such  claim is given to MI promptly but in no event later than thirty (30) days from date of discovery of  such breach of warranty. 

 

f. MI’S ENTIRE RESPONSIBILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY BREACH  OF WARRANTY IS LIMITED, AT MI’S OPTION, TO REPAIR OR REPLACEMENT OF THE PRODUCTS OR  REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE WARRANTY  CLAIM. 

 

g. THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY  MI IN CONNECTION WITH THE PRODUCTS, AND MI DISCLAIMS ALL OTHER WARRANTIES,  INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  

 

9. Assignment.  

The Order shall not be assigned in whole or in part without the written consent of MI. MI,  however, may assign its rights, liabilities and obligations arising out of the Order to one or more of its  subsidiary or affiliated companies.  

 

10. Statute of Limitations.  

No claim or cause of action by Customer arising from this Agreement may be brought at any time more  than twelve (12) months after the facts occurred upon which the claim or cause of action arose.  

 

11. Export Control.  

Customer shall comply with all applicable U.S. export laws, regulations and treaties relating to export or  re-export of the Products. Customer will defend, indemnify and hold MI harmless for any claims,  penalties, fines, damages or costs to MI arising from Customer’s failure to comply with this  provision.  

 

12. Limitations of Liability.  

MI’S ENTIRE AND AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS  AGREEMENT, WHETHER FOR INFRINGEMENT, BREACH OF WARRANTY OR CONTRACT, TORT (INCLUDING  NEGLIGENCE), OR OTHERWISE SHALL NOT EXCEED MI’S NET SALES PRICE FOR THE PRODUCTS  PURCHASED UNDER THIS AGREEMENT THAT CREATE SUCH LIABILITY. MI SHALL NOT BE LIABLE TO  CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR  CONSEQUENTIAL DAMAGES FOR ANY CLAIM MADE ARISING FROM OR RELATING TO THIS AGREEMENT,  THE PRODUCTS, OR THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE OR NON PERFORMANCE OF THE PRODUCTS, OR OTHERWISE. 

 

13. Governing Law.  

The construction, interpretation and performance of this Agreement and all transactions under it shall  be governed by the laws of the State of Michigan excluding its conflict of laws provisions. MI and  Customer specifically exclude the application of the United Nations Convention on Contracts for the  International Sale of Goods to this Agreement.  

 

14. Choice of Forum.  

Any and all claims or actions challenging the validity, interpretation or performance of this Agreement  shall be brought in the state or federal courts located in the state of Michigan and the parties hereby consent to the personal jurisdiction and venue of such courts with respect to such claims or actions. Notwithstanding the foregoing, MI may seek interim  injunctive relief in any court of appropriate jurisdiction.  

 

15. Force Majeure.  

Except for the payment of money due and owing, neither party shall be held responsible for any delay or  failure in performance of any part of this Agreement to the extent that delay or failure is caused by  causes beyond its reasonable control (“Force Majeure Condition”), including, but not limited to, fire,  flood, earthquake, typhoon, hurricane, epidemic, pandemic, other natural phenomena, explosion, war,  invasion, terrorist threats or acts, riots, civil unrest, explosion, strike, labor dispute, embargo,  government requirement, civil or military authority, act of God, act or omission of carriers or other  similar causes and, with respect to MI, inability to reasonably obtain necessary labor, materials,  components or manufacturing facilities (“Force Majeure Condition”). If any Force Majeure Condition  occurs, the party delayed or unable to perform (“Delayed Party”) shall give immediate notice to the  other party (“Affected Party”), and the Delayed Party, upon giving prompt notice to the Affected Party,  shall be excused from performance under this Agreement for the duration of the Force Majeure  Condition; provided, however, that the Delayed Party shall take all reasonable steps and cooperate with  the Affected Party to avoid or remove the cause of nonperformance and shall resume performance  hereunder with dispatch when the cause is removed. If the Delayed Party cannot within sixty (60) days  remove the cause of nonperformance, the Affected Party may terminate this Agreement. If Force  Majeure Conditions cause shortages in MI’s supply of Products or materials necessary to produce  the Products, MI may, without obligation to obtain similar products or such materials from other  sources, first satisfy its own requirements and the requirements of its divisions, subsidiaries and  affiliates for such materials and Products and then allocate the remainder among its customers in a  manner and amount that, in MI’s sole judgment, is fair and reasonable.  

16. Non-Waiver.  

No course of dealing or failure of either party to strictly enforce any term, right or condition of this  Agreement shall be construed as a waiver of that term, right or condition.  

 

17. Entire Agreement.  

MI’s Terms and Conditions of Sale shall constitute the entire agreement between the parties with  respect to the sale of the Products (the “Agreement”) and shall not be modified, waived, or rescinded, 

except by a writing signed by MI and Customer. The provisions of this Agreement supersede all  prior oral and written communications, agreements, and understandings of the parties with respect to  the subject matter of this Agreement. If any provision of this Agreement is held to be invalid or  unenforceable by a court or other body of competent jurisdiction, such invalidity of unenforceability  shall not affect the validity or enforceability of this Agreement or of any other provision of this  Agreement and the invalid or unenforceable provision shall be replaced by a legally valid and  enforceable provision coming closest to achieving the same result (to the maximum legal extent) as the  invalid or unenforceable provision. 

 

January 2025