Terms & Conditions of Sale

Subject to the following conditions, The Carlstar Group Transportation Products (“CTP”) hereby acknowledged receipt of Customer’s order for the items described herein. All prices and quotations are subject to change without notice; together with any taxes applying there to shall be those in effect on the date of the shipment. All orders are subject to acceptance by CTP.

In the event of a price increase, any unshipped portion of orders may be canceled, however, on orders being produced to Customer’s specifications: (1) when notified of a price increase prior to CTP’s commencement of manufacture, if Customer does not thereupon elect to cancel, Customer’s right to cancel is forfeited, and (2) if, upon notification, Customer elects to cancel any portion of Customer’s order, completed or in process, will be delivered at the price specified herein. Customer shall accept delivery and reimburse CTP for its unamortized cost of all materials, special tooling and equipment procured for the performance of Customer’s order.

All orders, other than items listed in CTP’s Standard catalog or price list as standard stock items, are subject to Customer’s acceptance of and payment for all over-runs or under-runs which so not exceed 10%of the quantity ordered.

In the event Customer changes specifications and/or scheduled release dates while work is in proceed, CTP shall make every effort to accommodate Customer. However, it will be necessary for CTP to charge Customer for any services, labor, materials, or storage costs incurred as a result of such changes. Should Customer, for any reason, desire to cancel and order, Customer shall reimburse CTP for any and all cost and expenses which result there from.

With Regard to production manufactured, packaged, or labeled in accordance with Customer’s designs or specifications, Customer will save harmless and indemnify CTP from and against any judgment, claim, cause of action, loss or other expense, including legal fees and expenses, incurred or otherwise arising out of the actual, or alleged infringement of any patent, trade name, or suit in the nature of unfair competition.

The terms and conditions of CTP’s quotation or acknowledgment shall prevail in the Customer’s purchase orders contain inconsistent term or conditions, with the understanding that any clerical errors are subject to correction.

Unless otherwise stated, all products are sold F.O.B. shipping point.

CTP shall not be liable for delay or failure in performance for any cause of whatever nature beyond CTP’s reasonable control and, in the event CTP is unable to fulfill its total commitment, Customer shall accept deliveries as and well allocated by CTP.

Customer will have a maximum of 15 days from Customer’s receipt of goods to file any claim against the non-container shipments and 72 hours to file a claim against shipment. Any claims dated after the specified period will not be honored or recognized as legitimate by CTP.