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Installation Terms & Conditions

THESE INSTALLATION SERVICES TERMS AND CONDITIONS (the "Installation Terms") govern the provision of installation, assembly, and related field services by American Stalls LLC ("American Stalls") for the person or entity identified as a "Customer" in any purchase order, work order, proposal, or other document prepared by American Stalls and incorporating these Installation Terms (each, a "Purchase Order"). American Stalls and the Customer are each a "Party" and together the "Parties." These Installation Terms supplement, and are in addition to, American Stalls' Sales Terms and Conditions governing the sale of goods (the "Sales Terms"). Where American Stalls both supplies goods and performs installation services under a Purchase Order, the Sales Terms govern the goods and these Installation Terms govern the installation services. In the event of any conflict between these Installation Terms and any Purchase Order, these Installation Terms govern unless the applicable Purchase Order identifies the conflicting term and expressly overrides it in a writing signed by an authorized officer of American Stalls.

1. Installation Services; Scope

  1. Subject to these Installation Terms, American Stalls will perform the installation, assembly, and field services expressly described in the applicable Purchase Order (the "Installation Services"), and only those services. Any service, task, scope, or deliverable not expressly enumerated in the Purchase Order is excluded and may be performed, if at all, only pursuant to a Change Order under Paragraph 13.
  2. The Installation Services consist solely of installing the goods supplied or specified in the applicable Purchase Order (the "Products") in accordance with the applicable manufacturer's installation instructions and the Final Specifications (as defined in the Sales Terms or the Purchase Order). American Stalls does not undertake, and is not responsible for, any design, engineering, architectural, structural, or code-compliance function except to the limited extent, if any, expressly stated in the Purchase Order and accepted by American Stalls in writing.
  3. Exclusions from Scope. Unless expressly stated otherwise in the Purchase Order, the Installation Services do not include, and American Stalls is not responsible for: site preparation; concrete, foundation, footing, slab, or subfloor work; grading, excavation, compaction, or drainage; moisture mitigation or waterproofing; electrical, plumbing, mechanical, or utility work; framing or building structure; demolition; removal or disposal of existing materials; permitting; surveying; or the work of any other trade or contractor.

2. Independent Contractor; Subcontractors

American Stalls performs the Installation Services as an independent contractor. Nothing in these Installation Terms creates any employer-employee relationship, joint venture, franchise, agency, or partnership between the Parties. American Stalls may perform the Installation Services through its own personnel or through qualified subcontractors or installers it engages, and remains responsible for such work in accordance with these Installation Terms. American Stalls is solely responsible for the means, methods, sequences, and safety of its own and its subcontractors' work.

3. Site Conditions; Customer Site Readiness

  1. Customer's Responsibility for Site Readiness. The Customer is solely responsible, at its sole cost, for delivering the installation site (the "Site") in a condition ready to receive the Installation Services prior to American Stalls' mobilization. A "ready" Site includes, without limitation: (i) finished, fully cured, level, and properly sloped concrete, slab, subfloor, or other base meeting all applicable flatness and levelness (FF/FL) tolerances and the dimensional tolerances reflected in the Final Specifications; (ii) adequate structural support and bearing capacity for the Products; (iii) proper drainage and the absence of standing water, water pooling, or moisture intrusion; (iv) accurate, square, and dimensionally correct openings, rough-ins, and adjacent construction; (v) adequate, safe, and unobstructed access for personnel, vehicles, and materials; (vi) all required utilities; and (vii) a Site free of hazards and of animals.
  2. Reliance. American Stalls relies entirely upon the Customer's delivery of a ready Site and upon the accuracy of all dimensions, drawings, and information provided by or on behalf of the Customer. American Stalls is entitled to assume, without independent verification, that all site preparation, base work, concrete, drainage, and structural work performed by the Customer or any party other than American Stalls conforms to the applicable plans, specifications, and tolerances.
  3. AMERICAN STALLS IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR RELATING TO, ANY DEFECT, DEFICIENCY, IRREGULARITY, OR NONCONFORMITY IN SITE PREPARATION, CONCRETE OR BASE WORK, FLATNESS OR LEVELNESS, DRAINAGE, MOISTURE, GRADING, STRUCTURE, OR ANY OTHER WORK PERFORMED BY THE CUSTOMER OR ANY THIRD PARTY, OR FOR ANY DAMAGE, NONCONFORMITY, OR PRODUCT PERFORMANCE ISSUE CAUSED IN WHOLE OR IN PART BY ANY SUCH CONDITION, EVEN IF AMERICAN STALLS PROCEEDED WITH INSTALLATION.
  4. Documentation; Reservation of Rights. American Stalls may, but is not obligated to, inspect, photograph, video-record, and document Site conditions before, during, and after the Installation Services. American Stalls' decision to proceed, with or without noting any condition, does not constitute acceptance of, or responsibility for, any Site condition and does not waive any defense, right, or remedy. All such records are the property of American Stalls.
  5. Unsuitable Conditions. If, upon mobilization or during performance, American Stalls reasonably determines that the Site is not ready, is unsafe, or contains conditions that prevent proper installation, American Stalls may suspend the Installation Services, decline to proceed, and/or demobilize without liability, subject to the standby, delay, and remobilization charges in Paragraph 14. Proceeding under protest or at the Customer's direction notwithstanding any noted condition does not waive any right or defense.

4. Customer Responsibilities

In addition to Site readiness, the Customer will, at its sole cost: (a) provide accurate and complete dimensions, drawings, and Site information; (b) obtain all permits, licenses, and approvals; (c) provide safe and lawful Site access during agreed working hours and adequate staging, laydown, and storage areas; (d) remove and keep all animals away from the work area and any installed or partially installed Products until completion and Acceptance; (e) secure the Site and protect installed and partially installed Products from damage, theft, animals, weather, and the activities of the Customer, its personnel, end users, and other trades; (f) coordinate and sequence the work of all other contractors and trades; and (g) designate an authorized representative empowered to make decisions, approve Change Orders, conduct walkthroughs, and sign acceptance.

5. Installation Standards

American Stalls will perform the Installation Services in a good and workmanlike manner, in accordance with the applicable manufacturer's published installation instructions and the Final Specifications. The Customer acknowledges that the Products are installed as standard manufactured items and that product descriptors, model names, and category terms — including, without limitation, "kick-resistant," "heavy-duty," "draft," or similar — are descriptive only and are addressed in Paragraph 10. American Stalls makes no representation that field conditions, animal behavior, or end-use will conform to any assumption underlying the manufacturer's instructions.

6. Substantial Completion; Walkthrough; Acceptance

  1. Notice of Completion. American Stalls will notify the Customer when the Installation Services are substantially complete ("Substantial Completion").
  2. Walkthrough and Punch List. Within three (3) business days of Substantial Completion, the Customer will conduct a joint walkthrough with American Stalls and identify, in a single written punch list, any item the Customer in good faith believes does not conform to the Purchase Order. American Stalls will address valid, in-scope punch list items within a commercially reasonable time.
  3. Acceptance. The Installation Services will be deemed accepted ("Acceptance") upon the earliest of: (i) the Customer's written acceptance; (ii) the Customer's failure to deliver a written punch list within the three (3) business day period; (iii) use, occupancy, or beneficial use of the installed Products by the Customer, any end user, or any animal; or (iv) completion by American Stalls of valid punch list items. UPON ACCEPTANCE, THE CUSTOMER IS DEEMED TO HAVE FOUND THE INSTALLATION SERVICES COMPLETE, CONFORMING, AND PERFORMED IN A GOOD AND WORKMANLIKE MANNER, AND TO HAVE WAIVED ALL CLAIMS WITH RESPECT TO THE INSTALLATION SERVICES OTHER THAN VALID CLAIMS TIMELY MADE UNDER THE INSTALLATION WARRANTY IN PARAGRAPH 7.

7. Installation Warranty

  1. Limited Installation Warranty. American Stalls warrants that the Installation Services will be free from defects in installation workmanship for a period of one (1) year from the date of Acceptance (the "Installation Warranty"). The Installation Warranty applies solely to the labor and workmanship of American Stalls' installation of the Products and does not extend to the Products themselves, which are subject exclusively to Paragraph 11.
  2. Sole Obligation. American Stalls' sole obligation, and the Customer's exclusive remedy, under the Installation Warranty is, at American Stalls' option and expense, to re-perform or correct the defective installation workmanship.
  3. Claims Procedure. To make an Installation Warranty claim, the Customer must: (i) provide written notice to American Stalls promptly, and in any event within the Installation Warranty period, after discovery of the claimed defect; (ii) provide photographs and reasonable documentation evidencing the claimed defect; and (iii) at American Stalls' request, permit American Stalls or its designated agent to inspect the claimed defect at the Site, in person, on a mutually agreed date, before any repair, alteration, or remediation is performed by the Customer or any third party. The Customer's failure to permit such inspection prior to repair by others, or the Customer's repair, modification, or alteration of the installation by any party other than American Stalls or its authorized agent, voids the Installation Warranty as to the affected work.
  4. Determination. Any Installation Warranty claim is subject to American Stalls' reasonable determination that the claimed condition resulted from a defect in American Stalls' installation workmanship and not from any cause excluded under Paragraph 8.
  5. Continuation. Installation workmanship that is re-performed or corrected under the Installation Warranty remains subject to the Installation Warranty only for the remainder of the original warranty period, and re-performance does not restart, extend, or renew the warranty period.

8. Exclusions From the Installation Warranty

THE INSTALLATION WARRANTY IS CONTINGENT UPON THE PROPER USE, OPERATION, AND MAINTENANCE OF THE PRODUCTS AND THE INSTALLATION AT ALL TIMES AFTER ACCEPTANCE. THE INSTALLATION WARRANTY DOES NOT APPLY TO, AND AMERICAN STALLS EXPRESSLY DISCLAIMS ALL LIABILITY FOR, ANY CONDITION, DAMAGE, NONCONFORMITY, OR FAILURE CAUSED IN WHOLE OR IN PART BY ANY OF THE FOLLOWING:

(a) The action of animals, including without limitation kicking, biting, chewing, cribbing, pawing, leaning, rubbing, weaving, charging, or any other equine or animal behavior, and any resulting deformation, bending, loosening, dislodgement, wear, or damage;

(b) Misuse, abuse, neglect, vandalism, or use of the Products or installation for any purpose beyond the ordinary and usual purposes for which they are intended;

(c) Improper, negligent, or forceful operation of moving components — including without limitation doors, gates, yokes, drop-downs, latches, and hardware — by the Customer, its personnel, end users, or any third party;

(d) Failure to operate, clean, lubricate, adjust, service, or maintain the Products or installation in accordance with manufacturer guidance, or maintenance requirements not disclosed to American Stalls by the applicable manufacturer (see Paragraph 9);

(e) Normal wear and tear; settling, deflection, expansion, or contraction; corrosion, rust, or environmental exposure; and any defect in or damage to paint, coating, or finish;

(f) Site conditions, base or concrete work, flatness or levelness, drainage, moisture, or structure, or any work performed by the Customer or any third party, as described in Paragraph 3;

(g) Repair, modification, alteration, relocation, or addition to the Products or installation by any person or entity other than American Stalls or its authorized agent;

(h) Damage caused by the Customer, any end user, any other trade or contractor, or any third party in the course of loading, unloading, storage, construction, occupancy, or use; and

(i) Force Majeure, acts of God, or any cause beyond American Stalls' reasonable control.

9. Operation, Maintenance, and O&M Documentation

  1. The Customer is solely responsible for the proper operation, cleaning, lubrication, adjustment, servicing, and maintenance of the Products and installation after Acceptance, and for training and instructing all personnel and end users in their proper operation and use.
  2. Any operation and maintenance ("O&M") information, manual, instruction, or guidance provided by American Stalls is compiled solely from, and is limited to, information disclosed to American Stalls by the applicable manufacturer or supplier. American Stalls is not the manufacturer of the Products and does not independently determine maintenance requirements. AMERICAN STALLS IS NOT RESPONSIBLE OR LIABLE FOR ANY MAINTENANCE, LUBRICATION, OR SERVICE REQUIREMENT THAT WAS NOT DISCLOSED TO AMERICAN STALLS BY THE APPLICABLE MANUFACTURER, OR FOR ANY FAILURE, DAMAGE, OR CONDITION ARISING FROM THE CUSTOMER'S OR ANY END USER'S FAILURE TO PERFORM MAINTENANCE.

10. Performance Disclaimers; No Animal-Proof Guarantee

  1. THE CUSTOMER ACKNOWLEDGES THAT NO STABLING PRODUCT OR INSTALLATION IS, OR CAN BE, IMPERVIOUS, INDESTRUCTIBLE, OR IMMUNE TO DEFORMATION, WEAR, OR DAMAGE UNDER FORCE APPLIED BY HORSES OR OTHER ANIMALS, INCLUDING LARGE OR DRAFT ANIMALS. DESCRIPTIVE TERMS SUCH AS "KICK-RESISTANT," "KICK-PROOF," "HEAVY-DUTY," "DRAFT," OR SIMILAR ARE GENERAL DESCRIPTORS OF PRODUCT CATEGORY AND CONSTRUCTION AND ARE NOT REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF PERFORMANCE, INDESTRUCTIBILITY, OR FITNESS FOR ANY PARTICULAR ANIMAL, WEIGHT CLASS, OR USE.
  2. The Customer is solely responsible for determining the suitability of the Products for the Customer's animals and intended use. American Stalls makes no representation regarding suitability for any specific animal, weight class, or behavior unless a specific written performance specification is expressly set forth in the Purchase Order and accepted by American Stalls in a writing signed by its authorized officer.
  3. A product or installation that contains an animal, maintains its structural connections, and does not fail structurally has performed as intended, notwithstanding cosmetic deformation, denting, or finish damage resulting from animal contact.

11. Manufacturer Products; Pass-Through

The Products are manufactured by third-party manufacturers and/or by American Stalls as set forth in the applicable Purchase Order. Any warranty as to the materials, construction, design, or structural performance of the Products is governed exclusively by the Sales Terms and/or the applicable manufacturer's warranty, and not by these Installation Terms. To the extent permitted, American Stalls passes through to the Customer any applicable third-party manufacturer warranties on the Products. AMERICAN STALLS' RESPONSIBILITY UNDER THESE INSTALLATION TERMS IS LIMITED EXCLUSIVELY TO INSTALLATION WORKMANSHIP AND DOES NOT EXTEND TO ANY DEFECT IN THE MATERIALS, DESIGN, OR MANUFACTURE OF THE PRODUCTS.

12. Compliance; Codes; Permits

American Stalls does not assume responsibility for compliance with any federal, state, or local laws, codes, regulations, or ordinances, or for obtaining any permit, license, inspection, or approval, in connection with the Site, the Products, or the Installation Services. The Customer is solely responsible for all such compliance, permits, and approvals, and warrants that the Site, its intended use, and all base and structural work comply with all applicable requirements.

13. Change Orders; Concealed Conditions; Hazardous Materials; Utilities

  1. Change Orders. Any change to the scope, schedule, or conditions of the Installation Services, and any work arising from inaccurate Customer-provided information or conditions not the responsibility of American Stalls, will be performed only pursuant to a written Change Order stating the additional cost and schedule impact and signed by both Parties before such work proceeds. American Stalls is not obligated to perform any out-of-scope or additional work absent an executed Change Order.
  2. Concealed and Differing Conditions. If American Stalls encounters concealed, subsurface, latent, or unforeseen conditions that differ materially from those indicated or ordinarily expected, American Stalls may stop affected work and the resulting additional cost and time will be addressed by Change Order. American Stalls is not liable for any condition it could not reasonably have observed.
  3. Hazardous Materials. American Stalls is not responsible for the identification, handling, removal, or remediation of any hazardous material, mold, asbestos, contaminated soil, or other hazardous condition. Upon encountering any such condition, American Stalls may immediately stop affected work, and the Customer is solely responsible, at its cost, for proper remediation before work resumes.
  4. Utilities. The Customer is solely responsible for accurately locating and marking all underground and concealed utilities, lines, and obstructions prior to mobilization. American Stalls is not liable for damage to, or arising from, any utility or obstruction that was not accurately located and marked by or for the Customer.

14. Delays; Standby; Remobilization; No Damages for Delay

  1. If American Stalls is delayed, suspended, or required to demobilize or remobilize due to the Customer's failure to deliver a ready Site, the acts or omissions of the Customer or any third party, unsafe conditions, the presence of animals, lack of access, weather, or any cause not the fault of American Stalls, the Customer will pay American Stalls for resulting standby time, idle labor and equipment, demobilization, remobilization, storage, and related costs at American Stalls' then-current rates, and the schedule will be equitably adjusted.
  2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMERICAN STALLS IS NOT LIABLE FOR ANY DELAY, OR FOR ANY DAMAGES, COSTS, OR LOSSES OF ANY KIND ARISING FROM ANY DELAY, REGARDLESS OF CAUSE; THE CUSTOMER'S SOLE REMEDY FOR ANY DELAY ATTRIBUTABLE TO AMERICAN STALLS IS AN EXTENSION OF THE SCHEDULE.

15. Site Safety; Animals; Protection of Work

The Customer will provide and maintain a safe Site and safe access and will keep all animals away from the work area and from installed and partially installed Products until Acceptance. The Customer is responsible for protecting completed and in-progress Installation Services from damage until Acceptance. American Stalls is responsible for the safety of its own and its subcontractors' means and methods of work.

16. Photographic and Project Documentation

American Stalls may create and retain photographs, video, field notes, measurements, and other documentation of the Site and the Installation Services before, during, and after performance. All such documentation is the sole property of American Stalls, and the Customer consents to its creation, retention, and use by American Stalls in connection with any claim, dispute, warranty matter, or business purpose.

17. Insurance

  1. American Stalls Insurance. American Stalls will maintain, with insurers it reasonably selects: (a) commercial general liability insurance of not less than $[1,000,000] per occurrence / $[2,000,000] aggregate; (b) commercial automobile liability of not less than $[1,000,000]; (c) workers' compensation as required by law and employer's liability of not less than $[500,000]; and (d) umbrella/excess liability of not less than $[___]. American Stalls will provide a certificate of insurance upon request.
  2. Subcontractor Insurance. American Stalls will require its subcontractors and installers to maintain commercial general liability and statutory workers' compensation coverage, to name American Stalls as an additional insured on a primary and non-contributory basis, and to waive subrogation in favor of American Stalls. (Crew-injury protection is principally addressed through these subcontractor requirements and statutory workers' compensation, not through these Customer-facing Installation Terms.)
  3. Customer Insurance. The Customer will maintain property insurance covering the Site, the Products after delivery, and the completed and in-progress work, and commercial general liability insurance of not less than $[1,000,000] per occurrence. The Customer will name American Stalls as an additional insured on a primary and non-contributory basis with respect to the Site, the Products, and the Installation Services, and the Customer's insurers will waive subrogation against American Stalls. The Customer will provide a certificate of insurance evidencing the foregoing before American Stalls mobilizes.
  4. Risk Allocation. Each Party's insurance is primary as to risks that Party is responsible for under these Installation Terms. The existence of insurance does not expand either Party's liability beyond the limits set forth in these Installation Terms.

18. Bodily Injury; Property Damage; Assumption of Animal Risk

  1. Assumption of Animal Risk. THE CUSTOMER ACKNOWLEDGES THAT HORSES AND OTHER ANIMALS ARE INHERENTLY UNPREDICTABLE AND DANGEROUS AND THAT THE INHERENT RISKS OF EQUINE AND ANIMAL ACTIVITIES CANNOT BE ELIMINATED. THE CUSTOMER ASSUMES ALL RISK OF, AND IS SOLELY RESPONSIBLE FOR, INJURY TO OR DEATH OF ANY ANIMAL, AND ANY INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY ANY ANIMAL, AT OR NEAR THE SITE. The Customer acknowledges the protections afforded to American Stalls under the Virginia Equine Activity Liability Act (Va. Code § 3.2-6202) and analogous laws.
  2. Customer-Controlled Risks. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMERICAN STALLS IS NOT LIABLE FOR ANY BODILY INJURY, PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING OUT OF OR RELATING TO (A) THE PRESENCE OR ACTION OF ANY ANIMAL; (B) THE CUSTOMER'S FAILURE TO REMOVE OR CONTROL ANIMALS, SECURE THE SITE, PROVIDE SAFE ACCESS, OR PROTECT THE WORK; (C) SITE CONDITIONS OR WORK NOT PERFORMED BY AMERICAN STALLS; OR (D) THE ACTS OR OMISSIONS OF THE CUSTOMER, ITS PERSONNEL, ANY END USER, ANY PRIME, OR ANY OTHER THIRD PARTY.
  3. Reservation. Nothing in these Installation Terms purports to limit any non-waivable liability for bodily injury or death caused by American Stalls' own negligence to the extent such limitation is prohibited by applicable law; the Parties intend that such risks be addressed through the insurance and indemnity provisions of these Installation Terms.

19. Subcontract Status; No Flow-Down; No Setoff or Backcharge

  1. Where American Stalls performs the Installation Services as a subcontractor or vendor to a general contractor, construction manager, prime contractor, or other intermediary (each, a "Prime"), these Installation Terms and the Sales Terms govern American Stalls' obligations, warranties, and liability.
  2. AMERICAN STALLS DOES NOT ASSUME, AND IS NOT BOUND BY, ANY OBLIGATION, WARRANTY, SPECIFICATION, PERFORMANCE STANDARD, SCHEDULE, LIQUIDATED DAMAGES, INDEMNITY, FLOW-DOWN PROVISION, ORDER OF PRECEDENCE, OR OTHER TERM CONTAINED IN ANY PRIME CONTRACT, PERFORMANCE WORK STATEMENT, STATEMENT OF WORK, SOLICITATION, OR END-CUSTOMER SPECIFICATION (INCLUDING ANY GOVERNMENT OR MILITARY SPECIFICATION), UNLESS THAT SPECIFIC TERM IS EXPRESSLY QUOTED OR ATTACHED IN THE PURCHASE ORDER AND ACCEPTED BY AMERICAN STALLS IN A WRITING SIGNED BY ITS AUTHORIZED OFFICER.
  3. American Stalls' warranties are exclusively those expressly set forth in these Installation Terms and the Sales Terms. No warranty, standard, or specification of any Prime or end customer expands, supersedes, or modifies American Stalls' warranties or liability, and no order-of-precedence clause in any other document subordinates these Installation Terms or the Sales Terms, absent American Stalls' express written acceptance under Paragraph 19(2).
  4. The Customer or Prime is solely responsible for ensuring that the Products and Installation Services as specified by American Stalls and accepted in the Purchase Order satisfy the requirements of any applicable Prime contract or end-customer specification, and for disclosing to American Stalls, in writing and before execution of the Purchase Order, any specification, performance requirement, or animal duty rating to which American Stalls is expected to conform.
  5. No Setoff or Backcharge. The Customer or Prime may not withhold payment, set off, deduct, or backcharge any amount against sums owed to American Stalls without (a) prior written notice to American Stalls describing the basis in reasonable detail, and (b) a reasonable opportunity for American Stalls to inspect and, at its option, cure. Any backcharge or setoff imposed without compliance with this Paragraph is void, and the Customer's payment obligations are not excused by any disputed claim.

20. Limitation of Liability; Exclusive Remedy

  1. Exclusive Remedy. IN THE EVENT OF ANY MERITORIOUS CLAIM UNDER THE INSTALLATION WARRANTY OR ANY OTHER CLAIM RELATING TO THE INSTALLATION SERVICES, AMERICAN STALLS WILL, AS THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND AT AMERICAN STALLS' OPTION AND EXPENSE, EITHER (A) RE-PERFORM OR CORRECT THE DEFECTIVE INSTALLATION WORKMANSHIP, OR (B) REFUND THE INSTALLATION SERVICES FEES PAID WITH RESPECT TO THE AFFECTED WORK.
  2. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INSTALLATION WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE PERFORMANCE, OR NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES THAT IT IS NOT RELYING ON AMERICAN STALLS' SKILL OR JUDGMENT TO DETERMINE THE SUITABILITY OF THE PRODUCTS OR INSTALLATION FOR ANY PARTICULAR ANIMAL, USE, OR SITE.
  3. Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 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 LOST PROFITS, LOSS OF USE, OR DIMINUTION IN VALUE, EVEN IF AMERICAN STALLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  4. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR LIABILITY THAT MAY NOT BE LIMITED BY LAW, AMERICAN STALLS' CUMULATIVE LIABILITY FOR ALL LOSSES, DAMAGES, CLAIMS, FINES, OR EXPENSES ARISING OUT OF OR RELATING TO THE INSTALLATION SERVICES AND/OR THESE INSTALLATION TERMS WILL NOT EXCEED THE INSTALLATION SERVICES FEES PAID TO AMERICAN STALLS FOR THE SPECIFIC INSTALLATION WORK THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. (Note for counsel: bodily-injury/death liability arising from American Stalls' own negligence is intended to be funded through insurance under Paragraph 17 rather than capped here, to preserve enforceability.)

21. Indemnification

To the fullest extent permitted by law, the Customer will indemnify, defend, and hold harmless American Stalls and its officers, employees, subcontractors, and agents from and against any liability, loss, damage, claim, demand, suit, fine, or expense (including reasonable attorneys' fees and expenses) arising out of or relating to: (a) the presence or action of any animal; (b) the acts or omissions of the Customer, its personnel, any end user, any Prime, or any third party; (c) Site conditions or work not performed by American Stalls; (d) the Customer's failure to operate, maintain, secure, or protect the Products or installation; (e) the Customer's failure to comply with applicable laws, codes, or permits; (f) any specification, performance requirement, or representation made by the Customer or any Prime to any end customer that was not expressly accepted by American Stalls in writing; or (g) any bodily injury, death, or property damage at or near the Site, except to the extent caused by American Stalls' own negligence or willful misconduct. This indemnity does not extend to any claim to the extent attributable to American Stalls' sole negligence or willful misconduct, and is to be construed and enforced consistent with Va. Code § 11-4.1 and other applicable law.

22. Payment Security; Suspension; Lien and Bond Rights

  1. Installation Services fees are due as set forth in the Purchase Order. Unpaid amounts accrue a late fee of 1.5% per month until paid in full.
  2. Suspension. If the Customer fails to pay any amount when due, American Stalls may, upon written notice, suspend the Installation Services and demobilize without liability, and the schedule will be equitably adjusted, until payment is cured. Suspension does not waive any other remedy.
  3. Security Rights. American Stalls reserves all mechanic's lien, payment bond, Miller Act, and other statutory or contractual payment-security rights available to it. The Customer will cooperate in providing any information reasonably necessary for American Stalls to perfect or preserve such rights.

23. Force Majeure

American Stalls will not be liable for any loss, damage, detention, or delay, nor be deemed in default, due to causes beyond its reasonable control, including without limitation fire, flood, storms, or other acts of God; strikes or labor difficulties; acts or omissions of any third party, governmental authority, Prime, or the Customer; compliance with governmental regulation; insurrection, riot, or terrorism; embargoes; delays or shortages in transportation, labor, materials, or facilities; or defects or delays in the performance of suppliers or subcontractors. The Customer's obligation to make payment is not affected by any such event.

24. No Third-Party Beneficiaries

These Installation Terms are solely for the benefit of the Parties. No Prime, end user, owner, governmental entity, or other person or entity is, or is intended to be, a third-party beneficiary of these Installation Terms, and no such person or entity has any right to enforce, or to claim any benefit under, these Installation Terms.

25. Contractual Limitation Period

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THE INSTALLATION SERVICES OR THESE INSTALLATION TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES OR THE DATE OF ACCEPTANCE, WHICHEVER IS EARLIER, AND IS PERMANENTLY BARRED THEREAFTER.

26. Dispute Resolution; Governing Law; Venue; Jury Waiver; Fees

  1. Notice and Opportunity to Cure. Before commencing any action, the Customer will provide American Stalls written notice describing the claim in reasonable detail and a reasonable opportunity (not less than fifteen (15) days) to inspect and, at American Stalls' option, cure.
  2. Governing Law; Venue. These Installation Terms will in all respects be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to choice-of-law rules. Any claim or dispute must be resolved exclusively in a state court of competent jurisdiction in Fairfax County, Virginia, or in the United States District Court for the Eastern District of Virginia, Alexandria Division. The Parties submit to the personal jurisdiction of such courts and waive any objection to venue.
  3. Fees; Jury Waiver. The substantially prevailing Party 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.

27. Notice

Any notice under these Installation Terms will be in writing and sufficiently given if delivered in person, sent by electronic mail with return receipt, sent by internationally recognized overnight courier, or sent by registered or certified mail, postage prepaid, to the receiving Party's last known address.

28. Amendment; No Waiver; Assignment

These Installation Terms may be modified only by a writing signed by both Parties. No waiver of any provision or of a breach will be effective unless expressed in a writing signed by the waiving Party, and no such waiver will operate as a waiver of any other provision or breach. The Customer may not assign its rights or obligations without American Stalls' prior written consent.

29. Severability; Survival

If any provision of these Installation Terms is held invalid or unenforceable by a court of competent jurisdiction, the remainder will remain in effect and be interpreted so as best to effect the Parties' intent, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable. All provisions that by their nature should survive — including without limitation Paragraphs 7 through 11 and 18 through 26 — will so survive termination or completion.

30. Integration

These Installation Terms, together with the Sales Terms and the applicable Purchase Order, constitute the Parties' entire agreement with respect to the Installation Services and supersede all prior or contemporaneous written or oral understandings, negotiations, and agreements with respect to the subject matter hereof.