TERMS AND CONDITIONS

Terms & Conditions of Sale: White Horse Industries (dba Innovative Equine Systems): (“Seller”)

General: These Terms and Conditions of Sale (“Terms”) shall apply to any Sales Quotation, Sales Confirmation, Sales Order, or Invoice (“Sales Order”) together with the Freight Acknowledgment if applicable, Freight Policy as well as request for funds. All purchases by Buyer of any items manufactured or sold by Seller, are expressly limited to and conditioned upon Buyer’s acceptance of these Terms. If Buyer does not accept the Sales Order by execution thereof, Seller will not be obligated to commence, or process orders provided by others until Buyer approves such specifications in writing authorizing Seller to process orders from estimates or products being provided by others. Seller, under no condition will process any Purchase Orders that are provided by others without an initial or full amount or deposit, whichever applies. 

Price: The price quoted herein via Proposal/Estimate supersedes any price list or verbal quotation. Seller is not responsible for any site preparation, permits, installation or other similar costs not specifically listed. The stated price shall remain in effect for 30 days from the date of this Sales Order or Estimate. If written acceptance of this Sales Order or Estimate is not received within that time, this offer will become void and of no effect. Notwithstanding the above, Seller reserves the right to withdraw this offer at any time and without notice prior to written acceptance. 

Payment Terms: Subject to the specific Terms of the Sales Order, Invoice or Estimate to which these Terms and Conditions are attached, payment in full is due and payable at the time of written acceptance in U.S. currency. Other Terms and Conditions may apply as set forth on the Sales Order, Estimate or Invoice. Payment in full is due upon order placement. All prices are subject to change without written notice. 

Changes:  The Terms of this Sales Order constitute the entire Agreement between the parties.  No term or condition in this Sales Order, Estimate or Invoice may be added to, modified, suspended, or altered unless the change is agreed to in writing by Seller. All shipments shall be deemed to have been made pursuant to the terms of this Sales Order or Invoice. Any terms which may be contained in a Purchase Order from Buyer that differs from Sales Order or other form used by Buyer to accept this Sales Order shall be of no force or effect. After Buyer approval of this Sales Order, Estimate or Invoice, Buyer may request in writing changes in the product’, delivery date, or additions to or deletions from the original order but must do so within 48 hours of signing of Sales Order. Seller will then prepare a change order, incorporating all contract modifications resulting from such a request. 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. With the exception of the previous 48-hour deadline for any changes, the cost of each change order or modification will be billed back on the final invoice at $100 for each occurrence plus the cost of the change, if any.  If the change order is for a non-fabricated product the Sales Order will be adjusted accordingly unless the product has been shipped, in which case the Sales Order will stand as confirmed and returns will be subject to return policy. 

Special Order Equine Flooring: Due to overly congested ports of entry and a complete slowdown of shipping traffic worldwide, including incoming containers into the port of Oakland, we can only “estimate” a ship date and the cost for incoming freight.  freight amounts are not guaranteed with this proposal and may be subject to change upon arrival.     

Return Policy: Products eligible for return are subject to a 25% restocking fee, must be in original packaging, and sellable condition within 30 days of purchase. Special Order (dropship), Special Order Equine Flooring may not be returned. Any fees associated with returns are the sole responsibility of the Buyer. This includes shipping, freight, load/unload, packaging, carrier fees and charges. Please contact Innovative Equine Systems customer service for a return authorization. 

Cancellation: Upon receipt by Seller of signed Sales Order, Estimate or Invoice, Buyer may only cancel this Agreement by providing written notice within 48 hours from the date of signing.  In the event of a cancellation, Buyer agrees to pay to Seller a 25% restocking fee if products from outside vendors were placed on order and/or were organized from our warehouse inventory and readied for shipment, as well as all amounts incurred for labor, materials, engineering, administration and overhead costs (including any cancellation charges charged by vendors) up to and including the date that written notice of cancellation was received.  

Shipment: The purchase price shall include the Product, packing, freight, and other related costs. Unless expressly agreed otherwise, all products shall be delivered to Buyer and to the ship-to address provided and acknowledged with this Sales Order, Estimate or Invoice. Unless otherwise noted in this Sales Order Estimate or Invoice, all shipments are F.O.B. point of shipment Minden, NV 89423. The risk of loss and title passes to the buyer at this point. Seller has no physical control of freight at this point and cannot intercede (except to track said freight) to change the speed or direction of the freight. Changes to shipment (including changes to shipping address) can only be made by Buyer (consignee) in writing and at consignee’s expense. 

Limited Warranty: Seller represents and warrants that all Products will be delivered free and clear of all liens and will conform to product drawings that were provided to confirm the Sales Order, Estimate or Invoice and approved by Buyer. Limited Warranty as described: 

1. Seller Reserves the right to refund any amount paid by Buyer and at Sellers expense return said defective related product. 

1. In no instance will this warranty be covered by the misuse or abuse by horses or third parties. The Seller reserves the right to this determination. 

1. In no instance will this warranty cover unauthorized modification or third-party damage or repairs. 

1. In no instance will this warranty cover damage from shipping, off-loading or installation. 

1. These Terms and the Limited Warranty supersede any other representations or warranties made in any brochures, manuals, catalogs, product literature website or other materials provided by Seller. 

1. Seller relies on Buyer to make judgements as to the suitability of products being purchased and not the expertise of the Seller or representative of Seller. 

1. To the extent allowed by law, Seller’s liability and Buyers remedies to the Terms set forth herein in no event shall Seller be liable to Buyer or any other person or entity for special, direct or indirect, punitive or liquidated damages or for injury to a person or property for lost business or profits. Under no circumstance will Seller be liable to Buyer or other entity or person related to said products for any losses or damage claims fines or related installation or reinstallation expense of any kind arising out of or in relation to products purchased by Buyers to exceed the purchase price of the products associated to the liability, damage or claim. 

1. Products not manufactured by Seller but included with this Sale where there is a warranty, either expressed or implied, provided by products manufactured by others assign those warranties, if any, provided by the Manufacturer to the Buyer. Any claims arising from manufacturing or design defects or use/misuse of merchandise manufactured by others described herein shall not exceed the actual cost of the merchandise. Buyer must use merchandise according to manufacturer instructions and notify Seller of any claims for damage or defect of merchandise within 30 days of receipt. 

1. If products manufactured by Seller were fabricated incorrectly, STOP-- DO NOT install and notify Seller immediately. Seller will not be responsible for the cost of installation or reinstallation of any product but will only replace what was incorrectly done. 

Order Arrival/Off-Loading: All costs related to offloading shall be the Buyer’s responsibility and expense. Because of the nature of our products, they may be extremely heavy and may require manpower, a large heavy-duty forklift with fork extensions, chain and grapple and a pallet jack for heavy or oversized pallets. These products may be delivered by large tractor trailers. Access must be assured PRIOR to shipment so the proper equipment can be decided for your type of freight. If a lift gate is required for offloading, or the job site is not accessible by tractor trailer it is the responsibly of the buyer to notify Seller prior to the truck leaving the warehouse of origin so that arrangements can be made to offload at an alternate location. PLEASE NOTE: DRIVERS ARE NOT RESPONSIBLE FOR OFFLOADING YOUR FREIGHT. IF YOU ARE NOT PREPARED WHEN THE FREIGHT ARRIVES, ANY DIVERSION OR STANDBY TIME OVER TWO HOURS WILL BE THE BUYER’S RESPONSIBILITY AND WILL BE CHARGED BACK TO THE BUYER. 

Missing or Damaged: Any damaged pieces or discrepancies between buyer’s Invoice and the actual freight must be noted on the Original Bill of Lading.  Please note damaged or missing pieces by counting pallets and pieces PRIOR to the driver leaving. THERE IS NO RECOURSE FOR DAMAGED OR MISSING FREIGHT IF IT IS NOT NOTED ON THE ORIGINAL BILL OF LADING AND REPORTED TO THE CARRIER AT THE TIME OF OFFLOADING. If 

there is hidden damage, photograph and document the problem and notify the freight company. Seller is not responsible for damaged or missing freight after it leaves the warehouse of origin. The risk of loss or damage to, or destruction of the Product shall pass to Buyer as described by law on Bills of Lading. The buyer has the right to inspect and reject the Product upon delivery. Buyer will be deemed to have accepted the Product upon any use, attempted installation or installation of the Product or 30 days following delivery. Any rejection upon delivery must be noted on the carrier’s record 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.  PLEASE INSPECT IMMEDIATLEY UPON ARRIVAL.  ANY MISSING OR INCORRECT HARDWARE OR PAINTED PARTS MUST BE NOTED AND REPORTED TO SELLER.  SELLER IS NOT RESPONSIBLE FOR MISSING OR MISPLACED PRODUCT AFTER 30 DAYS FROM THE TIME OF ARRIVAL. 

Delay: Seller will not be liable to buyer or any other person for any loss or damage which results from delay or failure to deliver all, or part of the equipment covered by this Sales Order, Estimate or Invoice. Seller will not be liable in any measure if the cause of the delay or failure to deliver is beyond the reasonable control of Seller, such as delay caused by acts of God, war, acts of the public enemy, civil disorder, riot, sabotage, government action or law or regulation, strikes or other labor problems, fire, flood, earthquake, severe weather, health and safety considerations, embargoes, transportation shortages or delay, fuel or material shortages or failure of performance by a vendor or subcontractor. In the event of a delay beyond the control of Seller, time performance will be extended by the length of any such delay. 

Taxes: Unless specifically stated, Federal, State and Local taxes are the responsibility of the Buyer.  Sales, Use, VAT or similar taxes imposed on this sale or transaction may not be included in the Sales Order, Estimate or Invoice.  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. If Seller is assessed tax as described above by any federal or state entity for any reason AFTER order has been shipped and paid, Seller reserves the right to invoice and collect said tax from Buyer after the sale. 

Hold Harmless: Horseback riding, horses and horse related activities are inherently dangerous. Buyer of equine equipment or products from Seller, its parent company (White Horse Industries, LLC) or its subsidiaries agrees to keep, save, protect, defend, indemnify and hold Seller, White Horse Industries, LLC (dba Innovative Equine Systems, LLC) and its subsidiaries, its officers, directors and employees harmless from and against all suits, claims, costs and expense for personal injury, death or property damage arising from the purchase, use or misuse of merchandise described in the Sales Order, Estimate or Invoice. Horses are destructive and can damage property as well as merchandise purchased from Seller. Seller will not be held liable for repair or replacement of merchandise purchased. 

Entire Agreement: This Quotation, Sales Order or Invoice together with any written documents which may be incorporated by specific reference, constitutes the entire Agreement between parties and supersedes all previous communications between Buyer and Seller. 

Attorney’s fees: The prevailing party in any action to enforce any of the terms of this Agreement shall in addition to any other rights or judgments be entitled to recover its attorney’s fees and court costs. 

Governing Law: Nevada law shall govern the interpretation of this Agreement and enforcement of its Terms and Conditions. The parties agree that venue for any lawsuit or claim herein shall be in the Superior or Municipal Courts of Douglas County, Nevada. 

FREIGHT ACKNOWLEDGEMENT 

Products:   Offloading may require a forklift with long fork extensions, grappling hooks/chains and/or manpower. We suggest 3-4 men for products that need hand offloading. ALL OFFLOADING IS THE SOLE RESPONSIBILITY OF, AND AT THE SOLE CHARGE OF, THE CONSIGNEE (CUSTOMER). THE DRIVER IS NOT RESPONSIBLE FOR THIS SERVICE NOR IS INNOVATIVE EQUINE SYSTEMS RESPONSIBLE FOR DAMAGE INCURRED DURING OFFLOADNG. 

Access: The job site must have tractor trailer access for offloading, which MAY REQUIRE ACCESS FOR A SPREAD AXLE 48’ TRAILER WITH AN OVERALL TRACTOR/TRAILER LENGTH OF 70’ AND A TURNING RADIUS OF 100’.  If there is questionable access to the job site or other offloading issues, it is the responsibility of the consignee to notify us in ADVANCE of ordering so other arrangements can be made. Additional charges may be incurred for specialized trucks with hydraulic lift gates.    

Shipping:   Legal ownership of the freight is transferred to the common carrier once the freight has been loaded and the Bill of Lading signed. Ownership of the freight remains with the common carrier until delivery. We include on the Bill of Lading your name and telephone number so that the driver or trucking company can call in advance of arrival to arrange delivery and request directions to the job site, if necessary. If you need to change the shipping address AFTER the truck has left the warehouse, a reconsignment fee will be assessed. Re-consigning freight MUST be done in writing with an authorized signature.   

Arrival & Acceptance: You or an authorized representative MUST meet, offload and accept the order, and sign off on the Bill of Lading.  SHIPMENTS WILL NOT BE OFFLOADED OR DROPPED WITHOUT AN OWNER OR AUTHORIZED REPRESENTATIVE PRESENT TO SIGN AND ACCEPT THE ORDER. If there is no authorized representative to accept the shipment, or if an order is refused for any reason other than damage, a redelivery charge will apply.       

Missing or Damaged: Damaged products must be noted directly on the Bill of Lading or Delivery Receipt, and discrepancies from the Packing List must be noted directly on the Packing List, with the driver’s signature and acknowledgement of same.  As the Consignee and receiver of the freight, it is your responsibility to note and report any damaged or missing items immediately. Failure to do so may affect your rights in any claim you file.