M&W FIBERGLASS, INC.
TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) are an agreement between M&W Fiberglass, Inc. (the “Company”) and any customer or potential customer requesting and/or receiving goods or services from the Company or otherwise engaging in a commercial transaction with the Company (the “Customer”).

By accessing the Company’s website located at the domain www.mwfiberglass.com (the “Website”), making any payment on or through the Website, submitting a quote request through the Website or otherwise, requesting an order for goods or services, accepting delivery of goods or services, or agreeing to or signing any agreement incorporating these Terms, Customer agrees to be bound by these Terms.

1. AGREEMENT.

Customer’s submission to Company of an order or request for goods or services (“Purchase Order”) constitutes an offer by Customer to form a contract with Company for Company’s provision to Customer of such goods and services, and related services. Every Purchase Order shall be subject to Company’s review and acceptance of any Purchase Order shall be in Company’s sole discretion. Company’s acceptance may be in the form of electronic acceptance. Company’s confirmation of acceptance of any Purchase Order (“Confirmation”) may additionally include the cost, payment terms, and timeline for production of such requested goods or performance of such requested services. Customer shall be deemed to have accepted the terms stated in any such Confirmation unless Customer delivers written notice of rejection to Company by 5:00 PM Pacific Time on the business day following the day Company sends such Confirmation. Any written notice from Customer proposing to change any of the terms in the Confirmation shall be deemed a notice of rejection. Customer agrees that a contract based upon such Purchase Order and the terms stated in the Confirmation (“Contract”) shall be formed immediately upon acceptance or deemed acceptance of such Purchase Order and Confirmation.

After creation of any Contract, if Customer requests changes to the Contract, including changes to the timeline or delivery date for such Contract, it shall deliver a written proposal of changes to the Company, and the Company shall respond with either acceptance or rejection of such changes, which response may include additional terms and charges applicable to such changes. Any changes to a Contract shall be effective only upon written approval of both Customer and Company.

Customer acknowledges that the transaction between Customer and Company pursuant to such Contract may be an “automated transaction” pursuant to Uniform Electronic Transactions Act. The Contract between Customer and Company shall at all times be subject to these Terms, and by entering into a Contract with Company, Customer expressly agrees to these Terms, as may be amended from time to time. If Customer and Company enter into any subsequent agreement between them or if Company at any time agrees to provide any goods or services to Customer, then any such subsequent agreement shall at all times be subject to these Terms, provided that any express terms of such separate agreement shall control over any contradicting terms in these Terms.

2. CANCELLATION.

If Customer desires to cancel any Purchase Order or Contract, in full or in part:

• If such cancellation occurs before any materials have been ordered and before work has performed by Company in connection with such cancelled Contract or cancelled item in a Contract, then no fees or costs will be due from the Customer for the cancelled portion of such Contract.
• If such cancellation occurs after any materials have been ordered or any work has been performed by Company in connection with such cancelled Contract or any portion thereof, then Customer shall pay to Company all of the following which are incurred in connection with such cancelled Contract or portion thereof: (i) the cost of all materials which cannot be returned, (ii) any restocking or similar fees incurred by Company for any materials that can be returned, (iii) any labor or set-up costs, (iv) the cost of any parts or molds which have been built, (v) the cost of any portion of such Contract for which Customer elects to accept delivery, (vi) storage and/or disposal costs for any items which Customer does not accept delivery and for any parts or molds built in connection with such cancelled Contract or portion thereof, and (vii) an amount equal to twenty percent (20%) of the total amount that would have been due under such cancelled Contract or for such cancelled items. Customer shall pay all of the foregoing amounts to Company upon demand.

3. INSPECTION OF ITEMS.

Customer shall have ten (10) days from the date of delivery to Customer in which to notify Company of the rejection of any item delivered pursuant to a Contract (“Item”). Customer may reject Items only on the basis that such Item fails to comply with the written specifications for such item as stated in the applicable Contract. Customer may not reject any item which has been cut or otherwise modified after delivery of such Item to Customer. Customer’s rejection shall be in writing and shall describe with reasonable particularity the basis for such rejection. Following Customer’s timely rejection, Company and Customer shall work together in good faith to correct the non-conformance of such Item or to agree upon an alternative method of correction.

4. CUSTOMER’S DUTIES.

Customer recognizes and acknowledges that the efficiency and timeliness of the completion of any Items and Company’s performance of any services or delivery of any goods may be dependent on Customer’s cooperation with Company. During any period that Company is performing any work for Customer, Customer shall (i) promptly and fully respond to all Company requests for information relating to any Contract or Purchase Order, (ii) promptly approve or provide feedback in connection with any aspects of the Contract or Purchase Order upon Company’s request, and (iii) otherwise reasonably and timely cooperate with Company as required for Company to provide and complete any services and deliver any Items.

5. PRICE AND PAYMENT.

• The price for all services and Items to be provided by the Company to Customer shall be as stated in any Contract, including in the Purchase Order and Confirmation making up such Contract. By forming a Contract with Company, Customer agrees to pay all such amounts to Company.
• Unless otherwise stated in an applicable Contract, Company will invoice Customer weekly for all goods and services. Customer shall submit payment for each invoice to Company no later than the due date stated on such invoice (if no date is stated, then such payment shall be due fifteen (15) days after the issuance of such invoice). Payment shall be made by check, cash, or ACH. If payment is not received on any invoice within three (3) days after the date such payment is due, then a late charge of five percent (5%) per month shall apply to any past due balance, compounded monthly. Any payments made by Customer shall be first applied to outstanding late charges, then to prior outstanding balances, then to current amounts due.
• In the event Customer fails to pay any invoice when due, Company may elect to pause the provision of services until Customer pays all outstanding balances. Company shall provide written notice to Customer of any such pause. Any deadlines applicable to Company’s performance of services or delivery of any Item shall be tolled by the number of days of such pause.
• All prices specified in any Purchase Order, Confirmation, or Contract are exclusive of any applicable taxes, duties, or similar levies, all of which shall be payable by Customer in addition to all other amounts due.

6. TERMINATION.

• Company may terminate all active Contracts or Purchase Orders at any time by written notice to Customer if Customer fails to pay any amounts due or otherwise materially fails to perform any obligations of Customer pursuant to such Contract of these Terms and such failure continues after ten (10) days written notice thereof.
• Upon termination or cancellation of any Contract by either party, if Company is in possession of molds created for Customer, then Customer shall promptly remove such molds from Company’s facility upon Company’s request. If Customer fails to remove such molds within two (2) weeks from the date of Company’s request, then such molds shall be deemed abandoned and Company may dispose of such molds in any manner it deems appropriate, and Customer shall pay all costs of such disposal upon demand.
• Despite any termination or cancellation of a Contract, Customer shall remain obligated to pay all amounts owed to Company pursuant to these Terms or any Contract as of the date of termination.

7. LIMITATION OF LIABILITY.

Company shall not be liable for any special or consequential damages for loss, damage, or expense directly or indirectly arising from the performance or any services by the Company or the delivery of any Item by the Company, or failure to perform any services. Customer hereby agrees to indemnify, defend, and hold harmless the Company if any third party alleges that any Item produced by the Company pursuant to specifications or direction given by Customer violates any rights of such third party.

8. NOTICES.

Any notice or communication required or permitted under these Terms or any Contract must be in writing and delivered to the receiving party via personal delivery, certified mail, and or email (provided that any notice of default or notice of termination shall be delivered by certified mail and email), addressed to the receiving party at the following addresses. Each such notice shall be deemed give (1) on the date of personal delivery, (2) if sent by certified mail, three (3) business days after deposit with the U.S.P.S postage prepaid, or (3) if sent by email, on the date of transmission (provided that any email sent after 5:00 p.m. PT shall be deemed delivered the following business day).

If to the Company, such notice shall be delivered to:

M&W Fiberglass, Inc.
PO Box 478
Dundee, OR 97115
info@mwfiberglass.com

If to the Customer, such notice shall be delivered to the Customer’s address stated on any Purchase Order, unless Customer notifies the Company of a different notice address.

9. ELECTRONIC ACCEPTANCE & CLICKWRAP CONSENT.

Customer agrees that: (i) These Terms and any Contract or other agreement between Customer and Company may be accepted electronically; (ii) Clicking “I Agree” and/or checking an acceptance box on Company’s forms or interface constitutes Customer’s affirmative assent and intent to form an agreement with Company to these Terms and the terms of any Contract, Purchase Order, Confirmation, or interface on which such acceptance box appears; (iii) Submitting a Purchase Order to Company, or accepting a Confirmation from Company, or otherwise accepting delivery of goods from Company, constitutes Customer’s affirmative assent to these Terms and intent to form an agreement with Company; (iv) Electronic acceptance is the legal equivalent of a handwritten signature under ORS Chapter 84, the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act) of 2000, and the Uniform Electronic Transactions Act (UETA); and (v) A printed or electronically stored copy of these Terms and any other contract or agreement between Company and Customer shall be admissible in any proceeding.

10. ELECTRONIC CONSENT.

By agreeing to these Terms, Customer hereby consents to use of an electronic record for all information relating to any transactions with Company which Company is required to provide to Customer. Customer may withdraw the foregoing consent at any time by delivering written notice thereof to Company. Customer’s consent applies to all transactions between Customer and Company until Customer’s consent is withdrawn. If any applicable law gives Customer the right to request a copy of such record in paper or other non-electronic form, Company will provide such non-electronic record to Customer upon Customer’s written request therefore. Any electronic record provided by Company to Customer will be provided either in the form of a PDF document or an electronic form accessible on Company’s website, in which case Customer’s access thereto may require use of the Internet and an Internet browser.

11. MISCELLANEOUS.

These Terms, and any Contract formed pursuant to or incorporating these Terms, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflicts of laws provisions. The parties consent to jurisdiction and venue in Yamhill County, Oregon for any dispute or action arising out of or relating to these Terms or any Contract formed pursuant to or incorporating these Terms. In the event the parties become involved in an action or other proceeding, the prevailing party shall be entitled to recover from the other party all of its costs and expenses incurred in connection with such action or proceeding, including, but not limited to, all attorney fees, consultant and expert fees, and internal management time spent in connection with the claim and resulting action or other proceeding. Company shall be entitled to reimbursement from the Customer of actual costs of collection, including attorney fees, in the event of unpaid or late paid invoices, whether a legal proceeding is filed or not. If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect. These Terms, along with any Contract or agreement between Customer and Company, constitute the entire agreement governing the provision of goods or services to Customer by the Company and supersede all prior or contemporaneous communications, unless expressly modified in a written agreement signed by Company. These Terms may be modified or updated from time to time, and any such modifications or updates shall take effect immediately upon Company posting such modified or updated Terms on its website. If Customer objects to any change to these Terms, Customer’s sole and exclusive remedy is to cancel any Contract with Company and cease receiving goods or services from Company.