TERMS AND CONDITIONS OF SALE

Please read these terms and conditions carefully. They materially affect the parties' obligations. Grate Mate Outdoors LLC ("Seller") is bargaining for and will do business only on the terms and conditions on this form.

1. Acceptance and Filling of Orders; Contrary Terms; Entire Agreement.

All orders for goods and/or services ("Articles") are subject to acceptance by Seller at its home office. BUYER'S ORDER IS ACCEPTED ONLY ON THE TERMS AND CONDITIONS CONTAINED HEREIN AND THE PROVISIONS OF ANY PURCHASE ORDER OR OTHER WRITING INCONSISTENT HEREWITH SHALL NOT CONSTITUTE A PART OF THE CONTRACT OF SALE. Seller's acceptance is conditional on Buyer's assent to these terms and conditions and if any of these terms and conditions are not acceptable to Buyer, Seller must be notified promptly. This writing is intended by the parties to be the final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions thereof and that a contract be formed between the parties. No modification of any term or condition will be valid or binding upon Seller unless approved by Seller in writing by Seller's duly-authorized personnel. The authority of agents of the Seller is limited to solicitation of orders and collection of debts. Receipt of order confirmation does not signify Seller’s acceptance of an order, nor does it constitute confirmation of Seller’s offer to sell. Seller reserves the right, at any time and without prior notice, to cancel or limit the quantity of Articles available.

2. Excuse From Performance.

Seller is excused from performance if performance is rendered impracticable by any accident; breakdown; sabotage; riot; insurrection; war; delay; interruption in or failure of sources or subcontractors to supply materials and equipment; strike, labor or transportation problem; act of God; other causes and conditions, whether of like or different nature, that affect Seller; and orders, contracts, priorities, directives, requisitions or requests of the federal or state governments, whether or not voluntarily assumed.

3. Taxes and Fees.

Unless otherwise specified on the front of this form, prices stated do not include any manufacturers, sales, use or excise taxes, charges or duties. Buyer will pay all such taxes, charges, and duties. Buyer will also pay Seller any collection fees and reasonable attorneys' fees incurred by Seller in enforcing this agreement or defending against any claim for breach of this agreement.

4. Prices; Stock Articles.

Prices for all Articles on this site are listed in U.S. dollars. All prices listed are priced as "Credit Card payment with order". Unless specifically held open for a length of time, all prices are subject to change without notice and any unshipped balances on purchase orders will be invoiced to and paid by Buyer at prices in effect at the time of delivery. Shipment in whole or part signifies acceptance by Seller to the extent of shipment only, at the prices stated on Seller's shipping invoice. Unless otherwise specified, no Articles will be carried in stock by Seller.

5. Payment Terms.

Unless otherwise specified by Seller in writing, payment in advance is required. Remittance shall be made to Seller at address shown on invoice. Clerical errors in order confirmations or invoices are subject to correction.

6. Freight Charges.

Buyer is responsible for all shipping and insurance charges. Freight charges together with applicable tax will be added to Buyer's invoice. Buyer agrees to make all claims for Articles damaged against carrier. Order is accepted subject to any changes in freight rates.

7. Risk of Loss; Shipment

Unless otherwise noted, all shipments are F.O.B. Seller's shipping point. Shipping dates are estimates only. Articles will be shipped approximately 8 weeks from the date Buyer’s order is accepted by Seller. Title and risk of loss will pass to Buyer at the time the Articles are tendered for shipment. Seller will use every reasonable effort to meet the estimated shipping date, subject to Buyer's prompt provision of all necessary, complete and correct information and data, but Seller shall not be held responsible for failure to meet such estimated date. If Buyer requires special production service for unusual shipments, an additional charge shall be imposed, as agreed upon by the parties.

8. Exclusive Warranty.

Unless otherwise noted, Articles are sold only with such warranties as may be offered by the manufacturer of such Articles. Buyer acknowledges that Seller is not the manufacturer of the Articles sold hereunder. SELLER MAKES NO WARRANTY THAT THE ARTICLES SOLD HEREUNDER SHALL BE MERCHANTABLE OR THAT SUCH GOODS SHALL BE FIT FOR ANY PARTICULAR PURPOSE.

9. Limitation of Liability.

Seller’s liability on any claim for loss or damage arising out of this Agreement or from the performance or breach thereof or connected with any Articles supplied hereunder, or the sale, resale, operation or use of such Articles, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such Articles or part thereof involved in the claim, REGARDLESS OF CAUSE OR FAULT. This limitation of liability reflects a deliberate and bargained for allocation of risks between Seller and Buyer, without which Seller would not have agreed to the price or terms of this contract.

You hereby acknowledge that the warranty provided herein and the accompanying obligations and liabilities of Seller are exclusive and you hereby waive all other remedies, warranties, guarantees or liabilities, express or implied, arising by law or otherwise, whether or not occasioned by the negligence of Seller. You acknowledge by your use of Articles that your use of the Articles and any reliance upon them is at your sole risk, and that you assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment you use in connection with Articles.


SELLER HAS PRICED THE ARTICLES UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, COSTS OF RENTING REPLACEMENTS AND ADDITIONAL EXPENSES, RESULTING FROM SELLER'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS SALE, OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY ARTICLE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF SELLER, OR OTHERWISE.


10. Substitutions and Modifications.

Seller reserves the right to substitute or change materials, parts, Article specifications or functional attributes at any time without notice. Seller also reserves the right to ship Articles in multiple boxes and/or shipments.

11. Claims, Cancellation, Changes.

Cancellation, modification, suspension, or delay in shipment of Buyer's order will not be accepted on terms that will not fully indemnify and reimburse the Seller against loss. Such indemnity will include recovery of all direct costs incurred, including normal indirect and overhead charges and a normal profit. No change proposed by Buyer in any terms and conditions will be valid or binding upon Seller unless approved in writing by Seller's duly authorized personnel.

12. Notices.

Any notice relating to this agreement must be sent by first class mail and will be presumed to be given when deposited, postage prepaid, in a United States Post Office or authorized depository and addressed to the other party at the address given herein.

13. Assignment.

Buyer may not assign any of its rights, duties or obligations under this Agreement without Seller's prior written consent.

14. Controlling Law.

The validity, construction and enforcement of this Agreement will be governed by and interpreted under the local, domestic law of the State of Wisconsin, including its provision of the Uniform Commercial Code.

15. Entire Agreement.

This Agreement constitutes the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said sale, including any terms and conditions on any of customer's documents or purchase orders. This agreement shall be binding upon the heirs, successors and assigns of the parties hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.