Installation Terms & Conditions

THESE TERMS AND CONDITIONS (the “Terms”) govern the relationship between American Stalls LLC (“American Stalls”) and the person or entity identified as a “Customer” in any work order or other document prepared by American Stalls and incorporating these Terms (each, a “Work Order”).  American Stalls and the Customer are each a “Party” to these Terms and are together referred to herein as the “Parties.”

1.  Services.  Subject to these Terms, American Stalls will use a subcontractor of choice (“Installer”) who is bonded and insured in the applicable jurisdiction to perform the installation (“Installation”) of purchased goods referenced in each Work Order executed by the Customer (“Goods”).  In the event of any conflict between the terms of any Work Order and these Terms, these Terms will govern unless the applicable Work Order identifies the conflicting term and expressly overrides it.

 2.  Pricing.  All pricing referenced in any Work Order will be in U.S. dollars and will include all labor, supervision, services, materials (other than what is supplied by American Stalls), tools, transportation, storage, and all other necessary items to perform the Installation, unless the Work Order states otherwise.  Sales, use, VAT, and other related taxes are not included in the pricing referenced in any Work Order.  If applicable, taxes will be invoiced to the Customer, and the Customer agrees to pay such taxes upon receipt of such an invoice.  All payments must be made in U.S. dollars by check or electronic funds transfer to an account designated by American Stalls.

3.  Invoicing.  American Stalls will issue an invoice for the outstanding balance to be paid with respect to any Work Order prior to the beginning of any Installation referenced in such Work Order, and no Installation will be provided until such fees have been paid in full.  Each invoice will be payable within thirty days of issuance, and the Customer will incur a monthly late fee equal to 1.5% of the amount invoiced until such time as the applicable invoice has been paid in full. 

4.  Installation. Upon Customer’s execution of the Work Order, American Stalls will provide the Customer with an Installation date (the “Installation Date”). 

a.  Site Readiness.  Customer will ensure the job site is structurally safe and accessible for Installation prior to the Installation Date, including but not limited to, leveling floor or concrete (as necessary), providing access for materials and equipment arrivals, supplying necessary utilities or electricity (as necessary), and removing any debris or obstacles.  Delays caused by incomplete site preparation may result in added charges or rescheduling fees as set forth in Paragraph 5 hereof. 

b.  Safety and Liability.  The Installer will operate with due care and in accordance with national safety standards.  AMERICAN STALLS WILL NOT BE LIABLE FOR (I) ANY DAMAGE TO EXISTING STRUCTURES, UTILITIES, OR SURROUNDING PROPERTY, UNLESS CAUSED BY GROSS NEGLIGENCE; OR (2) ANY INJURIES TO INDIVIDUALS OUTSIDE OF THE INSTALLER.  Customer agrees to ensure that any Customer personnel and third parties maintain a safe distance from the Installation activities unless the Parties otherwise agree. 

c.  Structural Modifications & Anchoring.  The Installer will not perform structural modifications, unless specifically agreed to in a Work Order.  Any anchoring methods used during Installation will be based on the site conditions as provided by Customer.  American Stalls is not responsible for any damage caused to the structural integrity of Customer’s property, unless caused by improper installation.  

d.  Delays & Rescheduling.  Installation Dates are scheduled in advance.  If delays occur due to incomplete site readiness or other Customer-side factors, a rescheduling fee may apply as set forth in Paragraph 5 hereof.  American Stalls will make reasonable effort to accommodate revised timelines.  

e.   Insurance & Coverage.  American Stalls maintains general liability and workers’ compensation insurance.  American Stalls may provide certificates of such insurance upon request.  

5.  Change Orders.  The Customer may request changes to the Installation Date or cancellation of the Installation in writing.  Should American Stalls receive such a request, American Stalls will prepare a “Change Order” stating the modifications necessary and the associated costs – including, but not limited to, a rescheduling fee, and (with respect to any cancellations) a cancellation fee equal to 20% of the total cost of any Installation that is cancelled.  No Change Order will be effective, nor will American Stalls be required to implement the terms of any Change Order, until it has been executed by both Parties. 

6.  Force Majeure.  American Stalls will not be liable for any loss, damage, detention, or delay, nor be deemed to be in default due to causes beyond its reasonable control (each, a “Force Majeure”) – including, without limitation, fire, flood, storms, or other acts of God; strikes or labor difficulties; acts or omissions of any third party, any governmental authority, any animal, or the Customer; compliance with governmental regulations; insurrections, riots, or acts of terrorism; embargoes, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources; defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes; or any other cause similar or dissimilar to the foregoing.  The Customer’s obligation to make payment hereunder will not be affected by any Force Majeure. 

7.  Workmanship Warranty. 

a.  Representations.  American Stalls represents and warrants that the Installation will be performed (i) in a professional and workmanlike manner in accordance with the terms and conditions set forth in these Terms and the applicable Work Order and (ii) in line with generally recognized industry standards for similar services.

b.  Warranty.  Subject to the other provisions of these Terms, American Stalls warrants that the Installation is covered by a limited 90-day workmanship warranty from the date of the completion of the Installation of Goods under normal use when properly installed and maintained. The warranty will extend only to the Customer for the original installed location and is non-transferrable either by assignment or operation of law. (“Workmanship Warranty”).

c.  Claims.  In order to make a Workmanship Warranty claim, the Customer must:

               i.  Promptly provide written notice to American Stalls after discovering any defects in workmanship;

              ii. At American Stalls’ request, either (A) permit American Stalls or its designated agent to inspect the Installation in question at the Customer’s premises on a mutually agreed-upon date; or (B) provide American Stalls with photographs and other documentation necessary to evidence any workmanship defects with the Goods in question

d.  Determination.  Any Workmanship Warranty claim will be subject to American Stalls’ reasonable determination that the Installation of the Goods in question resulted from a defect workmanship.

e.  Continuation.  Following repair of a workmanship-related defect under this Workmanship Warranty, the Installation in question will remain subject to the same Workmanship Warranty for the remainder of the original warranty period and are otherwise subject to the same terms and conditions.

f.  Limitations.  THE WORKMANSHIP WARRANTY IS CONTINGENT UPON THE PROPER USE OF THE GOODS AT ALL TIMES AFTER INSTALLATION FOR THE CUSTOMER.  THE WORKMANSHIP WARRANTY WILL NOT APPLY TO INSTALLATION OF GOODS THAT AMERICAN STALLS REASONABLY DETERMINES TO HAVE BEEN MISUSED, ABUSED, MOVED, USED FOR ANY PURPOSE BEYOND THE ORDINARY AND USUAL PURPOSES FOR WHICH SUCH GOODS ARE INTENDED, OR HAVE BEEN THE SUBJECT OF AN ACCIDENT, ROUGH HANDLING, STRUCTURAL MOVEMENT, OR ENVIRONMENTAL CONDITIONS.  FURTHERMORE, IN THE EVENT THAT THE INSTALLATION IS OR WAS REPAIRED OR MODIFIED BY ANY PERSON OR ENTITY OTHER THAN AMERICAN STALLS OR ITS AUTHORIZED AGENT, AMERICAN STALLS MAY, AT ITS OPTION, DECLARE THE WORKMANSHIP WARRANTY NULL AND VOID AS TO SUCH INSTALLATION.  THE WORKMANSHIP WARRANTY WILL NOT APPLY TO ANY DAMAGE CAUSED BY (i) THE ACTIONS OF ANIMALS – INCLUDING, BUT NOT LIMITED TO, BITING, CHEWING, AND KICKING, NOR (ii) ANY THIRD PARTY GENERALLY.

g.  No Other Warranty.  THE REPRESENTATIONS CONTAINED IN PARAGRAPH 7(A) OF THESE TERMS AND THE WORKMANSHIP WARRANTY ARE EXCLUSIVE AND SUPERSEDE ANY OTHER REPRESENTATIONS OR WARRANTIES MADE IN ANY BROCHURES, MANUALS, CATALOGS, PRODUCT LITERATURE OR OTHER MATERIALS PROVIDED BY OR THROUGH AMERICAN STALLS.  FURTHERMORE, NO REPRESENTATIONS, WHETHER ORAL OR WRITTEN, OF ANY OF AMERICAN STALLS' REPRESENTATIVES MAY BE RELIED UPON AS A SUBSTITUTE OR MODIFICATION OF PARAGRAPH 8(A) OF THESE TERMS OR THE WORKMANSHIP WARRANTY.

8.  Limitations on Liability.  

a.  Exclusive Remedy.  In the event of any meritorious Workmanship Warranty claim under Paragraph 7 of these terms or any other claim relating to any Installation provided pursuant to these Terms, AMERICAN STALLS WILL, AS THE CUSTOMER'S EXCLUSIVE REMEDY, UNDERTAKE ONE OF THE FOLLOWING REMEDIAL ACTIONS: (A) REPAIR OR REPLACE THE DEFECTIVE INSTALLATION OR AFFECTED COMPONENTS THEREOF, OR (B) REFUND ANY AMOUNTS PAID BY THE CUSTOMER WITH RESPECT TO THE AFFECTED INSTALLATION.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

b.  Other Limitations.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMERICAN STALLS’ LIABILITY AND THE CUSTOMER’S REMEDIES ARE HEREBY LIMITED EXCLUSIVELY TO THE TERMS SET FORTH HEREIN.  IN NO EVENT WILL AMERICAN STALLS BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LIQUIDATED DAMAGES (INCLUDING SUCH DAMAGES ARISING FROM STRICT LIABILITY, BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, TORT OR OTHER LEGAL THEORY), OR FOR INJURY TO PERSON OR PROPERTY (INCLUDING ANIMALS), OR FOR LOST PROFITS, EVEN IF AMERICAN STALLS HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES.  CUSTOMER’S USE OF THE GOODS FOLLOWING INSTALLATION IS AT CUSTOMER’S SOLE RISK, AND CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH NECESSARY SERVICING OR REPAIRS OR CARE OF ANY EQUIPMENT, PRODUCT, PERSON, OR ANIMAL IN USE OF THE GOODS.  UNDER NO CIRCUMSTANCES, AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS TO THE CONTRARY, WILL AMERICAN STALLS’ CUMULATIVE LIABILITY TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSSES, DAMAGES, CLAIMS, FINES OR EXPENSES OF ANY NATURE NOT DISCLAIMED ABOVE ARISING OUT OF OR WITH RESPECT TO THE INSTALLATION AND/OR THESE TERMS EXCEED THE PURCHASE PRICE OF THE INSTALLATION THAT GAVE RISE TO THE LIABILITY, DAMAGE, OR CLAIM.  THE FOREGOING LIMITATIONS WILL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMERICAN STALLS OR ITS AGENTS WILL CREATE ANY DIFFERENT OR ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY.

9.  Laws and Regulations.  American Stalls does not assume any responsibility for compliance with federal, state, or local laws and regulations.  Nothing contained herein will be construed as imposing responsibility or liability upon American Stalls for the obtaining of permits, licenses – or approvals from, or product compliance with laws, codes, or regulations promulgated by – any government or governmental agency required in connection with the supply, installation, or operation of any goods. The Customer agrees to fully comply with every applicable statute, law, regulation, and ordinance, whether federal, state, or local, that directly or indirectly regulates or affects the Installation.

10.  Indemnification.  The Customer agrees to indemnify and hold American Stalls harmless as to third parties with respect to any liability that arises out of or relates to the Customer’s action or non-action in connection with performance of these Terms that results in third-party demands, claims, or litigation.  This indemnification will include attorneys’ fees and expenses. 

11.  No License.  Any designs, shop drawings, software, or other material disclosed by American Stalls to the Customer remain the exclusive property of American Stalls.  The Customer may not, without American Stalls’ prior written consent, copy or disclose such information to any third party.  Such information will be used solely for the operation, installation, or maintenance of the product and not for any other purpose.

12.  Proprietary Information.  In performing hereunder, each Party will come into contact with valuable Proprietary Information of the other Party, as that term is hereafter defined.  Each Party agrees to respect the Proprietary Information, as hereafter defined, by retaining such Proprietary Information in strict confidence.  All material in whatever form that should reasonably be recognized as containing confidential or proprietary information having commercial value or other utility to the disclosing Party or any of its clients and that is not generally known to the public will be deemed Proprietary Information.  Information that (a) is already known or made known to the receiving Party from sources other than the disclosing Party, which sources are not known by the receiving Party to be subject to any confidentiality obligations in favor of the disclosing Party, or (b) becomes generally available to the public without breach of the receiving Party’s obligations will not be deemed Proprietary Information.  The Proprietary Information is the sole property of the disclosing Party, and is provided to the receiving Party in the receiving Party’s individual capacity for the sole purpose of facilitating performance of these Terms.  Any other direct or indirect use, or any redistribution, of the Proprietary Information is strictly prohibited.  The receiving Party will protect and safeguard all of the Proprietary Information against unauthorized use, publication, or disclosure.  This obligation of confidentiality and non-use will remain effective for a term of seven years – expressly provided that any Proprietary Information that qualifies for trade secret protection under applicable law will be kept in strict confidence for so long as it continues to qualify for such protection.  This obligation of confidentiality and non-use will not apply to Proprietary Information that is required to be disclosed by law or by regulatory or judicial process – expressly provided that the receiving Party must give the disclosing Party prompt advance notice sufficient to enable the disclosing Party to contest or seek to limit such request or order prior to any disclosure.  The receiving Party will immediately return or destroy any Proprietary Information upon the disclosing Party’s written request.

13.  Independent Contractor.  American Stalls, in rendering performance under these Terms, will be deemed an independent contractor.  Nothing in these Terms creates or is intended to create any employer-employee relationship, joint venture, franchise, or partnership between the Parties.

14.  Termination.  Without prejudice to its other rights, American Stalls may (a) immediately terminate any Work Order and these Terms as to the Customer if the Customer breaches any of its material obligations under these Terms, to include timely payment of any fees, or (b) terminate any Work Order and these Terms as to the Customer for convenience upon thirty (30) days’ notice to the Customer.  Such termination will not affect any other rights that either Party may have regarding any breach of these Terms that occurred prior to termination.

15.  Parties Bound; Assignment.  These Terms will be binding on and inure to the benefit of the Parties and their legal representatives, heirs, legatees, successors, and assignees.  The Customer may not assign any of its rights under these Terms to any third party without the express written permission of American Stalls.

 16.  Dispute Resolution.  These Terms will in all respects be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to choice of law rules.  Any claim or dispute associated with or arising out of these Terms must be resolved exclusively by a state court having jurisdiction in Fairfax County, Virginia or by the United States District Court for the Eastern District of Virginia ‒ Alexandria Division.  The Parties agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes.  The Parties waive any objection to the laying of venue for any suit, action, or proceeding in such courts.  The substantially prevailing Party in any action will be entitled to recover its reasonable costs and fees, including reasonable attorneys’ fees.  IN NO EVENT WILL EITHER PARTY SEEK TO HAVE ANY MATTER ARISING HEREUNDER OR RELATING HERETO TRIED TO A JURY.

17.  Notice.  Any notice, request, instruction, or other document to be given hereunder by any Party hereto to any other Party will be in writing and will be sufficiently given if delivered in person, sent by electronic mail with return receipt, sent by internationally recognized overnight courier service, or sent by registered or certified mail, postage prepaid, to the receiving Party’s last known address.

18.  Amendment; No Waiver.  These Terms may be modified only by a writing signed by both Parties.  No waiver of any provision of these Terms or of a breach hereof will be effective unless expressed in a writing signed by the waiving Party.  The waiver by any Party of any of the provision of these Terms or of a breach hereof will not operate or be construed as a waiver of any other provision or breach.

19.  Severability; Survival.  If any provision of these Terms or the application hereof will for any reason or to any extent be construed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of these Terms, and application of such provision to other circumstances, will remain in effect and be interpreted so as best to reasonably effect the Parties’ intent.  The Parties agree that all provisions of these Terms that should, by their nature, survive termination of any Work Order and of these Terms as to the Customer will so survive.

 20.  Integration.  These Terms, together with any applicable Work Order, constitute the Parties’ entire agreement with respect to the subject matter hereof and supersede any and all prior written or oral understandings, negotiations, and agreements with respect to the subject matter hereof.