General

These Terms and Conditions of Sale (these “Terms”) shall apply to any Sales Quotation or Sales Confirmation to which these Terms are attached (the “Sales Agreement”, and together with these Terms, the “Agreement”). All purchases by Buyer of any items manufactured or sold by Seller, excluding Animat, Stable Guard, and Kraft Walker products (“Product”), are expressly limited to and conditioned upon Buyer’s acceptance of these Terms, regardless of the conflicting or additional terms that may be contained in any purchase order or other writing delivered by Buyer, whenever delivered. These Terms along with the Sales Agreement are deemed an offer for sale by Seller. If Buyer does not accept the Sales Agreement by execution thereof, Buyer’s commencement of performance (including Buyer Approval) shall in all cases constitute Buyer’s unqualified and unconditional acceptance of the Agreement. Seller will not be obligated to commence performance until Buyer approves the Specifications by the signature or authorizing email of Buyer or its representative (“Buyer Approval”) and Seller receives the initial deposit. Upon Buyer Approval, Buyer accepts responsibility for verifying the type, size, and quantity as listed. Seller will not sell or furnish goods or services to the sanctioned nations or the specifically designated nationals and blocked persons identified by the Office of Foreign Asset Control in the United States Treasury or any of the related government agencies of the countries in which Seller operates.

Delivery

Delivery shall be by carrier indicated or by best means and in conformity with delivery terms specified on the face of the sales confirmation. Seller may reject any transport presented for loading that it reasonably determines is unsafe or unfit. Delivery shall be made approximately 7-9 weeks from the date of a signed purchase order, signed sales terms and conditions, technical drawing approval, and clearance/receipt of the deposit check. Seller will inform Buyer of an approximate delivery date upon Buyer’s acceptance of these Terms, and of the actual scheduled delivery date as soon as reasonably practicable thereafter. Unless expressly agreed otherwise, all Product shall be delivered to Buyer’s named destination. Buyer shall be responsible for unloading Product off of the delivery vehicle (and all related costs) and bear all costs of storage and transportation thereafter. Delivery personnel shall not assist in the unloading of Product. Buyer gets two hours of free unloading time. After this grace period, the Buyer will be charged for “wait time” at $75.00 per hour. Deferral of shipment/delivery at the request of Buyer is subject to the approval of Seller. In the event of any such deferral of shipment/delivery, the full purchase price shall be invoiced and due on the originally designated Product completion date, and Seller may charge Buyer a storage fee for any deferral of delivery beyond ninety (90) days from the original invoice date.

Risk of Loss

Title, risk of loss of, damage to, or destruction of the Product shall pass to Buyer upon delivery in accordance with the applicable delivery term. Buyer has the right to inspect and reject the Product upon delivery. Any rejection upon delivery must be noted on the carrier’s delivery record in order for Seller to file a damage claim. Upon rejection, Buyer will promptly notify Seller, and Seller, at its option and expense, will either arrange for return delivery to Seller or dispose of the Product.

Pricing and Payment

Product prices and any other costs are quoted in U.S. Dollars, and are as stated on the Purchase Order. The purchase price includes the Product, packing, freight, and other related costs, unless otherwise stated. Payment for Product requires a 50% deposit upon Buyer Approval. If Buyer also purchases items not manufactured by Seller, Buyer will pay 100% of price for such items upon Buyer Approval. As the Product reaches completion, Seller will issue an invoice with the final balance due. Seller will not be obligated to ship or deliver Product until the final payment is received and processed. Late fees of 1.50% per month shall apply to any unpaid balance. All items shall remain property of American Stalls LLC until fully paid. The Buyer shall bear all risk for loss for such items from date of delivery. Buyer shall incur any and all additional charges resulting in storage, warehouse, shipping, and freight fees. All payments must be made by check or electronic funds transfer to an account designated by Seller and in US dollars. All prices are subject to change.

Taxes

With regard to all sales, “sales”, “use”, “VAT” or similar taxes imposed on this sale or transaction are not included in the quoted price. If applicable, such taxes will be added to Seller’s invoice and shall be paid by Buyer. Seller will, where applicable and necessary, include taxes on its invoice to Buyer or on a separate invoice to Buyer at a later date should these taxes be assessed to Seller post sale.

Changes

After Buyer Approval, Buyer may request in writing changes in the Product’s dimensions, design, delivery date, or additions to or deletions from the original order. Seller will then prepare a change order, incorporating all contract modifications resulting from such request, including, but not limited to, changes in price, change order fee, and delivery schedule. Seller shall have no obligation to proceed with such request or change order until the parties have agreed in writing to the terms of such change order. In the event that Buyer requests a change after non-standard Products have been fabricated, Buyer shall remain liable for the full price of such non-standard Products.

Cancellation & Returns

Buyer shall NOT cancel an order if production has already begun. An order may only be terminated by Buyer upon prior written notice and upon payment of all reasonable and proper termination charges, including, but not limited to, all costs identified to the order or contract incurred prior to the effective date of notice of termination and all charges incurred by Seller in respect of the termination, overhead and other indirect costs, plus a reasonable profit thereon. Seller is authorized to deduct such costs from any deposit previously made by Buyer. American Stalls, LLC reserves the right to cancel all or any portion of this order, without liability to Seller, and by written notice to Buyer, for causes including, but not limited to, acts or demands of the U.S. or any foreign government, or due to fires, strikes, natural disasters, or other causes beyond American Stall’s control, such as major currency fluctuations or war, or in the event Seller commits any act of insolvency, or the fine of any involuntary petition to have the Seller declared a bankrupt. Buyer shall inspect shipment upon receipt of order. Buyer will note any changes, shortages, overages, or damage on the bill of lading. Buyer will contact Seller immediately to file a claim. Photos are essential to file damaged shipment claims. Failure to report and/or note discrepancies or damages on the bill of lading at time of delivery may prevent filing Buyer’s claim. All claims must be made within 24 hours of delivery or such claims will be waived. The failure of Buyer to object in writing to the quantity or condition of any Product sold by Seller within 24 hours of delivery will constitute an acknowledgement that the goods have been accepted and found in good, safe and merchantable condition fit for Buyer’s intended use. Seller does not accept returns or offer refunds on any Product manufactured by Seller and meeting Specifications. Any returns accepted by Seller will be subject to a restocking fee (will vary up to 40%), and Buyer shall be responsible for arranging and payment of return shipping. Any item returned must be in new condition with original packaging and in sellable condition. Products built to Buyer’s specific requirements are considered non-standard. Orders for non-standard items are non-returnable and non-cancelable.

Force Majeure

Seller shall not be liable for loss, damage, detention, or delay, nor be deemed to be in default from causes beyond its reasonable control (“force majeure”), including without limitation, fire, flood, storms or other acts of God, strikes, labor difficulties, acts or omissions of any third party, any governmental authority or of Buyer, compliance with governmental regulations, insurrections or riots, 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. In any event, Buyer’s obligation to make payment shall not be affected due to any force majeure.

Laws and Regulations

Seller does not assume any responsibility for compliance with federal, state and local laws and regulations. Nothing contained herein shall be construed as imposing responsibility or liability upon Seller for the obtaining of permits, licenses or approvals from, or product compliance with laws, codes or regulations of any government or governmental agency required in connection with the supply, installation or operation of any Product. Buyer agrees to fully comply with every applicable statute, law, regulation or ordinance, whether federal, state or local, which directly or indirectly regulates or affects the items purchased, and to fully indemnify and hold Seller harmless from any liability, expense or loss resulting from Buyer’s failure of such compliance.

Information Furnished by Buyer

Any designs, shop drawings, software or other information or materials submitted to Buyer remain the exclusive property of Seller. Buyer shall not, without Seller’s prior written consent, copy or disclose such information to a third party. Such information shall be used solely for the operation, installation or maintenance of the Product and not for any other purpose.

Choice of Law

The Agreement shall be governed and interpreted, and all rights and obligations of the parties shall be determined, in accordance with the laws of the State of Virginia, without regard to its principles of conflicts of law.

Entire Agreement

Unless otherwise agreed in writing by a duly authorized representative of Seller, the Agreement constitutes the entire agreement between the contracting parties with respect to the subject matter hereof. All prior communications, agreements, discussions, representations, warranties and covenants are merged herein and are superseded by the Agreement. Any amendments or modifications of the Agreement shall be in writing and executed by Buyer and Seller. No course of dealing, course of performance, or usage of trade shall be considered in the interpretation or enforcement of the Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute on and the same instrument.

Remedies

The Parties agree that the place of contracting is the Commonwealth of Virginia, and further agree that in the event of any dispute arising out of this Agreement, any legal action or other proceeding shall take place in the courts of Fairfax County, Virginia, without a jury, hereby waiving any preferred or more convenient venue. Buyer hereby appoints, in addition to any officer, director, manager or registered agent, the Secretary of the Commonwealth of Virginia to act as Buyer’s agent for receipt of service of process. In any action brought by Seller to enforce Buyer’s payment obligations hereunder, Seller shall be entitled to recover its reasonable attorneys’ fees and all other costs and expenses incurred in that action or proceeding from Buyer, in addition to any other relief to which Seller may be entitled.

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