STANDARD TERMS & CONDITIONS OF KNIFE RIVER’S MATERIAL SALES OFFER
These Standard Terms & Conditions are attached to and incorporated in Knife River’s Material Sales Offer (“MSO”) for all purposes.
1. No Additional Terms; Complete Agreement. Acceptance of Knife River’s MSO is expressly limited to the terms and conditions set forth herein. Any transaction regarding the material being sold pursuant to the MSO (“Material”) is governed exclusively by these Standard Terms & Conditions and Knife River’s Additional Terms and Conditions, as applicable (collectively “standard and additional terms and conditions”). Customer accepts the MSO, together with such standard and additional terms and conditions, by its signature on MSO cover sheet or when Knife River delivers to Customer any of the Material or renders for Customer any of the incidental services ordered. The MSO with such standard and additional terms and conditions represents the entire and integrated agreement between Knife River and Customer, and supersedes prior and subsequent negotiations, representations, or agreements, either written or oral, unless the procedure for a change in terms is followed as described below. No additional terms and conditions submitted by Customer shall be binding on Knife River related to the Material—whether dated before, on, or after the date hereof—including, without limitation, any document by or from Customer that accompanies Knife River’s MSO; further, notwithstanding any purported term or condition in any such accompanying document, Knife River’s signature or initials on the same shall serve and be construed only as an agreement to provide Material under these standard and additional terms and conditions, and as a formality to facilitate payment by Customer.
2. Change in Terms. A change in terms to the MSO and these standard and additional terms and conditions shall become valid only by means of a writing signed by both parties.
3. Disclaimer of Responsibility for Events beyond Knife River’s Control. Knife River is not responsible for any damage, delay, stoppage, or non-performance due to, in whole or in part, any or all of the following: disruption of the supply of required products and/or materials necessary for production; disruption of electrical power and/or energy supply; mechanical breakdowns; acts of God; acts of public enemies; public unrest; compliance with government/agency laws and/or regulations; disruption of the supply of labor, adverse weather, or other adverse local conditions; and/or any cause beyond Knife River’s control.
4. Submittal Deadline. Customer must submit to Knife River a signed MSO, including these standard and additional terms and conditions, within thirty (30) calendar days of the date on the MSO to secure the offered price.
5. Payment and Interest. So long as the creditworthiness of the Customer is approved by Knife River, and/or is approved for the project(s), Knife River will invoice the Customer regularly for the Material delivered hereunder. Payment will be due thirty (30) calendar days following the date of delivery. Failure to make payments by the specified due date will result in: (a) the cessation of deliveries; and (b) interest charges of 1.5% per month (18% per annum) or the maximum amount permitted by law from the date payment was due. In addition to all other rights and available remedies, Knife River shall be entitled to recover from Customer all costs of collection and litigation—including, but not limited to, reasonable attorney’s fees, court costs, and any other related expenses.
6. Taxes. Taxes are NOT included in the MSO price. Customer is responsible for paying all applicable sales, use, excise, and other taxes arising from Customer’s purchase of Material pursuant to this MSO. If purchases by the Customer for the project are tax exempt, a valid tax exemption certificate or other appropriate documentation must be provided to Knife River before deliveries are made indicating that sales taxes do not apply; Customer is responsible for the accuracy of the same.