These Terms and Conditions of Sale (“Terms”) govern certain sales transactions between Classic Equine Equipment, LLC (“Seller”) and the customer as specifically referenced in the applicable Sales Quote provided by Seller (“Buyer”).

The applicable Sales Quote and these Terms may be referred to collectively as the “Agreement”.

Note to Buyer: Due to volatility in the market, all manufactured product pricing presented in the applicable Sales Quote is good for fifteen (15) days from the Sales Quote date, and all non-manufactured item pricing is good for five (5) days from the Sales Quote date, after which pricing may be subject to change.

If Seller’s costs relating to any Sales Quote increase more than 5% after providing an initial price to Buyer, Seller may, at its sole discretion, provide Buyer with written notice of any such increase and the resulting new price for the order. Thereafter, Buyer may either: (i) agree to the price increase, or (ii) elect to terminate the applicable order as described in the Sales Quote. If Buyer elects to terminate the order, Buyer may be eligible for a refund of amounts paid less any expenses incurred by Seller at the discretion of Seller.

1. General. The term “Product” as used herein shall represent any items manufactured and/or sold by Seller and purchased by Buyer from Seller. By signing the Sales Quote, Buyer agrees to be bound by these Terms and approves any and all drawings and other specifications related to the Products. Buyer accepts responsibility for approving and verifying the type, size, and quantity as listed on the Sales Quote.

2. Delivery. The purchase price included in the Sales Quote shall include the product, packing, freight, and other related costs. All Product shall be delivered to Buyer’s designated “customer named place of destination”. Buyer shall be responsible for unloading Product off of the delivery vehicle and/or shall bear all costs of unloading and storage thereafter. Delivery personnel will not assist in the unloading nor be responsible for unloading the Product.

Seller will inform Buyer of an approximate delivery date upon order acceptance, and of the actual scheduled delivery date as soon as reasonably practicable thereafter. 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. Seller may charge Buyer a 1.5% monthly storage fee for any deferral of delivery beyond thirty (30) days from the original Invoice date.

3. Risk of Loss. Risk of loss of, damage to or destruction of the Product shall pass to Buyer upon delivery. Buyer should inspect the Product upon delivery, and the delivery should be approved via Buyer signature prior to unloading. If any Product arrives visibly damaged, Buyer should refuse it back to the carrier attempting delivery. If the Product is accepted, it must be noted on the carrier’s delivery record for Seller to file a damage claim. Buyer shall save the Product and the original box and packing it arrived in and notify Seller immediately to arrange for a carrier inspection and a pickup of damaged merchandise. If Seller is not notified of damaged goods Immediately upon delivery, the Product shall be deemed to have been delivered to the Buyer free of any damage resulting during handling, packing or transportation prior to delivery. In the event Buyer has arranged their own pick-up and delivery directly by a third-party carrier, the risk of loss passes when the Product is tendered to Buyer’s specified carrier, and Seller shall be held harmless for any damage incurred during transport.

4. Payment. Standard payment for any Product requires a 50% deposit upon order acceptance with the remaining 50% due prior to shipment to Buyer. Should the Buyer also purchase Products which are not manufactured by Seller, payment in full for those specific amounts will be required at the time of order acceptance. As the Product reaches completion, an invoice will be provided to Buyer with the final balance due required to be paid in full at that time. No Product will ship prior to final payment being received and processed by Seller. Standard payment methods are check, ACH, and wire transfer. Credit card payments are accepted with a 3% processing fee on all amounts.

5. Taxes. Taxes including “Sales”, “Use”, “VAT” or similar taxes imposed on any sale of Product are not included in the quoted price. If applicable, any such taxes will be added to Seller’s invoice and shall be paid by Buyer. Seller will include taxes on a separate invoice to the Buyer at a later date should these taxes be assessed to Seller post sale.

6. Changes. Buyer may request, in writing, after the date of order acceptance by Seller, changes in the Product’s dimensions, design, delivery date, or additions to or deletions from the original order. If Seller can accommodate Buyer’s request in Seller’s sole discretion, Seller will then prepare a change order, incorporating all Product modifications resulting from such request, including, but not limited to, changes in price, change order fee, delivery schedule and warranties, if any. 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. If the parties cannot agree on the terms of any proposed change, either party may terminate the order, in which case Buyer may be entitled to a refund of amounts paid less any costs incurred by Seller at the discretion of Seller.

7. Cancellation & Returns. 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 relating to the order incurred prior to the effective date of notice of termination, as well as all charges incurred by Seller relating to the termination, including overhead and other indirect costs, plus a reasonable profit thereon. Seller is authorized to deduct such costs from any deposit previously made by Seller. Buyer may not cancel an order if production has already begun. Seller does not accept returns or offer refunds on any manufactured Product. Returns on non-manufactured items may be possible but cannot be guaranteed. Any accepted returns will be subject to a restocking fee (will vary up to 40%) and Buyer shall be responsible for arranging and payment for return shipping. Any item returned must be in new condition with original packaging and in sellable condition.

8. 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, 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, public health orders or directives, pandemics, 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 or any other cause similar or dissimilar to the foregoing.

9. Warranty.

A) Five (5) Year Warranty Against Structural Defects. The equipment furnished
hereunder is warranted to be free from defects in material and workmanship which result in structural failure of any of the Products manufactured by Seller, for a period of five (5) years from date of delivery of the goods to the Buyer. Note that the warranty specifically excludes paint and finish. This Limited Warranty does not extend to any Products not manufactured by the Seller.

B) Warranty Claim Procedures. Buyer agrees to timely comply with the following procedures to facilitate Seller’s prompt attention to, evaluation of and repair or replacement of any defective Product(s):

(a) Buyer will notify Seller in writing promptly after Buyer’s discovery of any structural failure
of the Product(s) provided by Seller. Written notice may include notice by E-mail, facsimile, ordinary or certified mail directed to Seller at the address of its principal place of business set forth in the sales contract.

(b) Upon Seller’s receipt of said notice, Seller shall have the option of inspecting or
engaging a third-party agent, representative, expert or contractor to inspect the Product(s). If it is reasonably practicable to ship the Product(s) to Seller at reasonable expense, then at Seller’s request the Buyer shall promptly ship the Product(s) to the Seller for purposes of inspection. Otherwise, Buyer will cause the Product(s) to be made available to the Seller or its agents, representatives, experts and contractors, at a mutually agreed upon date, time and place.

(c) In lieu of Seller’s inspection, or at any time prior to, during or subsequent to any such inspection, Seller may request, and Buyer will provide to Seller reasonable photographic or other written or tangible documentation of the defective Product(s) and/or documentation evidencing any structural failure of the Product(s).

C) Remedies – Seller Repair or Replacement. Upon Seller’s confirmation (in accordance with the foregoing procedures) of any defect resulting in structural failure of the Product(s), Seller will, at its option and expense, undertake one of the following remedial actions within thirty (30) days after such determination: (a) repair the defective Product(s); (b) replace the defective Product(s); or (c) offer Buyer a refund of the purchase price paid for the Product(s). Seller agrees to prioritize the servicing of warranty claims over existing orders, to the maximum extent reasonably practicable. If the Buyer requests warranty service other than during Seller’s usual business hours, such service will be provided promptly by Seller when and to the extent reasonably practicable, on a good faith effort basis, provided that Seller may at its option charge the Buyer for warranty services rendered outside of its usual business hours, based upon Seller’s then current hourly rates and terms for service. Buyer’s sole and exclusive remedy under this Warranty will be limited to such repair, replacement, or refund, and only with respect to the Product(s) determined to have a defect resulting in structural failure of the Product(s).

D) Exclusions – Misuse/Unauthorized Modifications or Repairs/Third Party Damage. The Warranty stated herein is always contingent upon the proper use of the Product(s) after delivery to the Buyer, i.e., this Warranty shall not apply to Product(s) which Seller shall determine to have been misused, abused or used for any purpose beyond the ordinary and usual purposes for which the Product(s) is/are intended. Furthermore, in the event that the Product(s) are or have been repaired or modified by any person or entity other than Seller or Seller’s authorized contractor(s), Seller may, at its option, declare this Warranty null and void. This Warranty shall not apply to any damage caused by Buyer or by any third party while loading, unloading or installation of the Products, nor shall this Warranty apply to any other damage otherwise caused at any time by any third party.

E) Representations. The representations contained in this 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 Seller. Furthermore, no representations, whether oral or written, of any of Seller’s representatives may be relied upon as a substitute or modification of the exclusive limited Warranty provided herein.

F) Exclusivity of Remedy. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO ANY SALE BY SELLER.

10. Indemnification; Limitation of Liability. (a) Buyer shall indemnify and defend Seller, its affiliated entities, employees and agents from and against any claims, losses, or damages resulting from the following: (i) negligence or willful misconduct on the part of Buyer, its employees, agents, contractors, or end user customers, (ii) Buyer’s violation of applicable law or regulations in performance of its obligations hereunder, or (iii) any claim for damages arising from any project, whether building construction or otherwise, undertaken by Buyer, its agents or contractors which incorporates any Products provided by Seller.

(b) Regardless of the type of claim that may arise or nature of any alleged damages, Seller’s total liability shall be limited to the total amount paid by Buyer to Seller for the Products that form the basis of any alleged claim. Additionally, any claim by Buyer must be brought within one (1) year from the date that the alleged claim arises.

(c) To the fullest extent permitted by applicable law, Buyer is not entitled to and hereby waives any consequential, indirect, special, and exemplary damages related to any claims, disputes, or other matters arising under the applicable Sales Quote and this Agreement.

11. Laws and Regulations. Seller does not assume any responsibility for Buyer’s compliance with federal, state, or 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 the Product(s).

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

13. Choice of Law; Mediation. This 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 Missouri, without regard to its principles of conflicts of law. Any dispute arising out of or relating to the Product(s) and/or the applicable Sales Quote shall first be submitted to non-binding mediation between the parties, with all costs shared equally. Any mediation shall take place in Fredericktown, MO at a day and time as mutually agreed to by the parties and must occur within sixty (60) days of either party’s notice of the existence of a claim and its intent to mediate. If mediation is unsuccessful in settling any dispute, either party may pursue its claim in a court of competent jurisdiction in accordance with this Agreement.

14. Severability. If any part of the terms and conditions stated herein is held void or unenforceable by any court of competent jurisdiction, any such part, to the extent void or unenforceable shall be treated as severable, and the remaining terms and conditions hereof shall be deemed modified so as to remain enforceable to the maximum extent possible, consistent with any such holding.

15. Entire Agreement. Unless otherwise agreed in writing by a duly authorized representative of Seller, these Terms, a signed Sales Quote and drawings hereto constitute the entire agreement between the 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 Sales Quote and these Terms. Any additional, inconsistent or different terms and conditions contained in any purchase order or other documents supplied by Buyer are without legal effect and are not binding on Seller. There are no warranties, representations, covenants or agreements, expressed or implied, between the parties except those expressly set forth in this Agreement. Any amendments or modifications of this Agreement shall be in writing and executed by the contracting parties.