SALES ORDER TERMS AND CONDITIONS FOR PARTS SALES

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1. General.  All Parts sold by Complete Ice Arena Services LLC (CIAS) to the customer identified on the CIAS Sales Order or Invoice (“Customer”) are subject to the terms identified on the CIAS Sales Order or Invoice and these CIAS Sales Order Terms and Conditions for Parts Sales in effect as of the order date (“Agreement”). CIAS’ acceptance of any purchase order shall be conditioned upon Customer’s specific consent to this Agreement, which consent shall be deemed given by placing any written or verbal order for or accepting delivery of any parts, components, accessories, material or services (collectively “Parts”) from CIAS. No modification, addition, or different conditions, whether contained in a purchase order or any other communication from Customer, shall bind CIAS, unless specifically agreed to in a writing signed by an officer of CIAS. The failure of CIAS to object to any such conditions shall not be a waiver or an acceptance of any such conditions. Customer agrees this Agreement constitutes the entire agreement of the parties, and supersedes and replaces all prior negotiations, discussions, communications, understandings, and agreements between the parties relating to the Parts, all of which shall be deemed replaced by this Agreement.

2. Payment.  Payment terms are net cash upon delivery of Parts to Customer, without set off unless otherwise agreed in writing by CIAS. Customer’s obligation to pay shall not be contingent upon Customer’s receipt of payment from any other party. Each invoice rendered by CIAS to Customer (“Invoice”) shall be deemed an account stated, and correct, acceptable and binding upon Customer in accordance with Texas law, unless CIAS shall receive a written objection within ten (10) calendar days after such Invoice is rendered. Customers shall not withhold from CIAS, for any reason whatsoever, any such account stated on any Invoice. There shall be a delinquency charge of 1.5% per month on all amounts remaining unpaid thirty (30) days after Invoice date, if not prohibited by law, otherwise at the highest lawful contract rate. If CIAS refers an unpaid Invoice to an attorney for collection, Customer agrees to pay all of CIAS expenses of collection, including a reasonable attorney’s fee. CIAS reserves the unilateral right to alter, suspend, or change any credit terms extended to Customer. CIAS reserves the right to suspend performance under any orders on overdue accounts until the full account is settled. Acceptance by CIAS of less than full payment shall not be a waiver of any of its rights under this Agreement. All payments shall be sent to the address specified on the Invoice. 

3. Cancellation.  An order once placed with CIAS may be cancelled or terminated only with express written consent of CIAS, and upon such terms as will fully indemnify CIAS against any loss, damage, restocking fees and expenses arising from such cancellation or termination. 

4. Duty to Inspect.   Customer shall inspect each Part or assembly immediately upon delivery and notify CIAS of any defect or damage to the Part(s) within ten (10) calendar days thereof. Any claim from inspection shall be subject to the terms and conditions of CIAS Warranty as Customers sole and exclusive remedy. 

5. Delivery and Delays.   Quotes for Part(s) are valid for thirty (30) calendar days from issuance and are subject to prior sale and availability. CIAS may cancel any order or any part of an order without penalty, and CIAS’s sole obligation shall be to return any payment made by Customer. CIAS delivery dates are merely estimated delivery dates and are not guaranteed. CIAS shall not be responsible or liable for any non-performance or delay, arising directly or indirectly from and including, but not limited to, the non-availability of parts, materials, or components from suppliers, vendors, subcontractors, failure of Customer to make payments or return of cores when due according to this Agreement, lack of transportation, fires, floods, explosions, strikes, or other accidents, incidents, mechanical breakdown, any foreign or domestic embargoes, seizures, acts of God, war, terrorism, enactment of any law, or regulation, interfering or rendering more burdensome the delivery or performance hereunder, and causing delay beyond CIAS reasonable control. CIAS delivery date shall be extended commensurate with any such delay(s).

6. Taxes and Other Charges.   CIAS prices do not include sales, use, manufacturers, retailers, occupation, excise or other taxes, fees, duties, tariffs or charges imposed by any governmental authority on any transaction between CIAS and Customer. Customer shall furnish evidence of any tax exemption and warrant the validity and accuracy thereof. Customer shall pay any tax, fee, duty, tariff or other charge if advanced by CIAS. Environmental charges, handling, and freight charges incurred in connection with any orders shall be paid by Customer. Any labor performed by CIAS shall be performed in accordance with its standard published rates.

7. Indemnification.   Customer agrees to defend, indemnify and hold CIAS, its employees and agents, harmless from all claims, loss, damages, or expenses (including attorneys’ fees) (collectively, “Losses”) arising from or relating to this Agreement or any Parts sold hereunder including claims for property damage or bodily injury of third parties, for any reason or cause whatsoever, except to the extent such Losses are determined by final and unappealable judgment of a court of competent jurisdiction to solely, directly and proximately caused by the negligence of CIAS.

8. Applicable Law.  This Agreement shall be governed by the laws of the State of Texas. Any dispute or claim arising from or relating to this Agreement that is not resolved through discussions between the parties shall be resolved in a State District Court located in Wise County, Texas.

9. Limited Warranty and Limitation of Liability.   CIAS warrants that the Parts to be delivered will be of that kind and quality described in the order or contract and will be free of defects in workmanship or material. Should any failure to conform to this warranty appear within 60 days after the initial date of delivery, the CIAS will, upon notification thereof and substantiation that the goods have been stored installed maintained and operated in accordance with the seller’s recommendation and standard industry practice, correct such defects of material only by suitable repair or replacement.  THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTY OF QUALITY WHETHER EXPRESS OR IMPLIED, EXCEPT THE WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT. This warranty does not cover any damage to the products caused by accident, vandalism, customer negligence, flood water, lightning, fire, intrusion, abuse, misuse, act of God, any casualty, attempted unauthorized repair service, modification, or improper installation by any one other than company, or any other cause other than defects in products. Correction of nonconformity, in the manner and for the period of time provided above, shall constitute fulfillment of liabilities of CIAS to Buyer with respect to the goods, whether based on contract, negligence, strict tort or otherwise. NO PENALTY OR LIQUIDATED DAMAGES CLAUSE OF ANY DESCRIPTION SHALL BE EFFECTIVE OR BINDING UPON CIAS, UNLESS SPECIFICALLY APPROVED IN WRITING BY AN OFFICER OF CIAS. NOTWITHSTANDING ANY PROVISION HEREIN ABOVE TO THE CONTRARY, IN NO EVENT SHALL CIAS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNATIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST REVENUE OR PROFITS, LOSS OF USE, COST OF REPLACEMENT AIRCRAFT, BUSINESS INTERUPTION, OR DIMINISHED VALUE ARISING OR CLAIMED TO ARISE OUT OF THE PARTS, EVEN IF CIAS HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES.  CIAS’ MAXIMUM CUMULATIVE LIABILITY, INCLUDING THOSE RESPECTING DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY OR RIGHT OF CONTRIBUTION, SHALL NOT EXCEED THE PRICE PAID TO CIAS FOR THE PARTS.