Dealer Terms and Conditions of Sale

1. Acceptance/ Agreement

All sales and orders for goods or services of Equinavia (hereinafter “SELLER”) to the undersigned business (hereinafter the “BUYER”) shall be subject to the terms and conditions herein. These terms and conditions supersede all other terms and conditions, oral or written, and all other communications between the parties suggesting additional or different terms. These terms and conditions represent the final and complete understanding of the parties and may be amended or cancelled only by written agreement signed by an authorized officer of SELLER.. Sale of any Products or Services is expressly conditioned on BUYER’s assent to these Terms and Conditions. Any acceptance of Seller’s order is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by BUYER. No BUYER form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade, operate as a modification of these Terms and Conditions. Any order to purchase products or receive services shall constitute BUYER’s assent to these Terms and Conditions.

1. Prices

SELLER’s prices are subject to change without notice. Unless otherwise specified, all quotations are binding only for immediate acceptance. SELLER has the right to cancel any order, for any reason; including mistakes in pricing, terms or other, made by SELLER. SELLER reserves the right to revise invoices for errors and BUYER agrees to honor and pay said invoices. The SELLER may offer discounts based on annual and/or order volume. These volume discounts will be offered to BUYERs in good standing only, and can be removed by the SELLER at any time based on its sole and absolute discretion.

1. Terms of Payment

All payments are due according to the due date on the invoice and all orders are subject to acceptance at SELLER’s office. No discounts shall be taken except as stated on SELLER’s invoice. The price for the goods and all other amounts due to SELLER from BUYER shall be paid without abatement, deduction, or setoff. The date of payment of an invoice shall be the date the payment is received by SELLER at the location designated on the invoice. SELLER is not responsible for delays in delivery of customer payments for any reason. Full payment is a condition precedent to all the SELLER’s obligations hereunder.

1. Security Interest

The SELLER shall have a lien on and first security interest in and to all of the rights, title and interest of BUYER in, to, and under the product, wherever located, whether now existing or hereafter arising or acquired from time to time, and in all accessions there to and replacements or modifications thereof,, as well as all proceeds (including insurance proceeds) of the foregoing until BUYER has paid in full, including any additional fees incurred by the BUYER. In circumstances when BUYER cannot pay, all goods not paid for shall be returned to the SELLER at the BUYER’s cost. The security interest granted under this provision constitutes a purchase money security interest under (1) if in the United States, the Connecticut Uniform Commercial Code or (2) if in Canada, the Personal Property Security Act (Canada). Seller shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the Products; however, the failure of Seller to file any such document shall not in any way act as a waiver of Seller’s right to such security interest. That security interest shall secure all existing and future indebtedness and other obligations owing from the BUYER to the SELLER of any kind and nature including, without limitation all interest, collection expenses and other sums owing.

Upon demand following failure of BUYER to pay for undisputed invoices, the BUYER agrees to promptly assemble the goods, and make it available to SELLER at the place and time designated in the demand, and the SELLER shall, without prejudice to the SELLER’s other rights to recover damages for termination or breach, be entitled to and is licensed by the BUYER to enter upon the BUYER’s premises during normal business hours and without notice in order to obtain possession of the goods. SELLER may, in addition to such other and further rights and remedies provided by law, 1) collect interest from the due date of any unpaid invoice(s) on the amount thereon owing, at the rate of 18% per annum or at the maximum rate allowed by law, whichever is lower, and 2) set all or part of the goods at public or private sale, with such notice, if any, as may be required by law, all such notice being hereby waived to the extent allowable by law.

1. Credit Accounts

Open terms are available to bona-fide BUYERs subject to satisfactory credit rating as required by the SELLER in its sole discretion. A minimum initial order is required before a new account will be opened. Initial orders must be paid prior to delivery. Accounts are NOT transferable.

1. Taxes

Prices do not include any sales, use, excise, privilege, or other taxes or assessments now and/or hereafter imposed or levied by or under the authority of any federal, state, or local law, rule, or regulation concerning the goods sold hereunder or the manufacture or sale thereof.

1. Risk of Loss

All shipments, unless otherwise agreed by SELLER in writing, shall be shipped FOB shipping point, which is either SELLER warehouse or SELLER’s supplier’s factory. All risk of loss or damage to goods shall pass to BUYER upon delivery thereof to BUYER, to its designated agent, or to a carrier for delivery to BUYER, whichever occurs first.,. In case of loss or damage, SELLER will assist in the making of a claim against the carrier of the goods.

1. Delivery

All shipping and delivery dates are estimates and are based upon prompt receipt of all necessary information from BUYER. SELLER shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delays in delivery. The date of bill of lading or the tracking document shall constitute conclusive evidence of the date of shipment.

1. Backorders

When an order or part order cannot be supplied immediately, the SELLER will place the item on BackOrder. It will remain on backorder unless a written BUYER request is received for its cancellation. If the BUYER does not notify SELLER that any backorder should be cancelled prior to its shipping, the BUYER will not be able to return that order for credit.
backorder lists are available upon request by BUYER to SELLER.

1. Warranties and LIMITATIONS ON WARRANTIES

1. SELLER expressly warrants that for a period of six months after shipment the goods will be free from defect in material and workmanship; normal wear and tear is expected. These are SELLER’s only warranties. SELLER makes no other warranty of any kind whatsoever, express, or implied. All implied warranties of merchantability and/or fitness for a purpose are hereby disclaimed by SELLER and excluded. BUYER must pass all written warranties, instructions, and warnings provided by SELLER onto the end user of the goods.

2.  If BUYER notifies SELLER in writing within the warranty period of a defect in any goods or part thereof sold by SELLER to BUYER, and if SELLER determines, after appropriate tests and inspection by SELLER, that such goods or part thereof are not in conformity with the warranty given hereunder, SELLER will repair or replace, at its sole option, f.o.b. point of distribution, the defective goods or part thereof, provided BUYER returns such goods or part thereof to SELLER, freight prepaid. No goods or part thereof shall be returned without SELLER’s prior approval. This shall be BUYER’s exclusive remedy for SELLER’s liability hereunder. Any claims not made within the warranty period are deemed waived by BUYER. In lieu of repairing or replacing

3. SELLER’s liability to BUYER, or anyone claiming through or on behalf of BUYER, with respect to any claim or loss arising out of any goods sold by SELLER to BUYER or alleged to have resulted from an act or omission of SELLER, whether negligent or otherwise, and whether in tort (including negligence), contract, or otherwise, including failure to deliver, delay in delivery, or breach of warranty, shall be limited to an amount equal to the purchase price of the goods or part thereof with respect to which such liability is claimed or, where appropriate and at the option of SELLER, to replacement of the goods or part thereof. In no event shall SELLER be liable for any bodily injury, death, or property damage resulting from or in any way arising out of the goods or their sale, use, or manufacture. In no event shall SELLER be liable for incidental or consequential damages, losses, or expenses.

4.  If BUYER, end-user, or any third-party repairs or modifies all or part of the goods without the prior written consent of SELLER, or if the products are not used or maintained in compliance with SELLER’s directions, instructions or warnings, this warranty shall be void. All products intended for wear on either horse or rider must be properly fitted by knowledgeable and qualified personnel. If such items are not properly fitted, this warranty shall be void.

2. Inspection

BUYER shall inspect the goods as soon as possible, but at least within seven days, after receipt, and BUYER shall immediately notify SELLER in writing of any claims that the goods do not conform to SELLER’s warranty for such goods. BUYER shall notify SELLER in writing within twenty (20) days of receipt of any invoice, of any disputed amounts, detail the dispute, and pay all undisputed amounts. All charges not timely disputed in writing, shall be deemed to be undisputed by BUYER and shall be due and payable as set forth above.

1. Returns

Goods may not be returned without prior written authorization by SELLER.. All returns must show the return goods authorization number on the boxes. Requests for returns must be made within 7 days after receipt of goods by BUYER. Returns are authorized at SELLER’s discretion. Goods must be in original factory condition in their original packaging and able to be returned to stock. If not otherwise agreed to by the SELLER, all goods returned hereunder must be shipped to SELLER prepaid. Goods that are made to order, discontinued or custom orders are not eligible for return.

1. Indemnification

1.  If the goods are manufactured in accordance with specifications or other directions provided by BUYER, BUYER shall indemnify, defend, and hold harmless SELLER against all claims, losses, liabilities, and expenses (including attorneys’ fees), which SELLER may incur or become liable to pay with respect to such goods, including (without limitation) product liability claims, claims relating to patent, trademark, copyright infringement, or unfair competition, claims of non-compliance with any federal, state, or local law or regulation, and any other claim of any third party which relates to or in any way arises out of such specifications or other directions provided by BUYER.

2. BUYER shall indemnify, defend, and hold harmless SELLER against all claims, losses, liabilities, and expenses (including attorneys’ fees), which SELLER may incur or become liable to pay which relate to or in any way arise out of goods being subjected to, in whole or part: (1) improper storage; (2) accident, damage, abuse or misuse; (3) abnormal operating conditions or applications; (4) operating conditions or applications above the rated capacity of the goods; (5) any use or application other than or varying in any degree from that for which the goods were designed; (6) the failure to comply with any warnings, instructions, or maintenance procedures provided by SELLER; or (7) any improper fitting of any goods.

2. Trademarks and Patents

BUYER will not alter or remove any label, insignia or mark attached to the goods which bear the brands sold by SELLER, or any trademarks or trade names used in relation to the goods. Except as provided in section 10 with respect to goods manufactured in accordance with specifications or directions provided by BUYER and except for goods or components thereof manufactured by others and resold by SELLER, and provided BUYER has made all payments due hereunder, SELLER shall defend, at its expense, any suit or proceeding brought against BUYER based upon any claim that the goods or any part thereof infringe upon any United States patent issued as of the date of SELLER’s quotation and shall pay any damages and costs awarded therein against BUYER, provided that SELLER is notified promptly in writing of such claim and is given full authority, information and assistance by BUYER to defend or settle the suit. If the goods or any part thereof are deemed to infringe any such patent, SELLER shall, at its expense and sole option either: procure for BUYER the right to continue using said goods or part; replace them with non-infringing goods or parts; modify them so they become non- infringing; or remove them and refund the purchase price paid for them.

1. Force Majeure

SELLER shall not be liable for any loss, damage, detention, or delay resulting from causes beyond its reasonable control or other force majeure, whether or not reasonably foreseeable; without limitation.

1. Termination

SELLER shall have the right to terminate this agreement or to cease work hereunder, in whole or in part, at any time, if (1) BUYER is in default of or commits a breach of any of the provisions of these terms and conditions or any other agreement it has with SELLER, (2) a petition initiating a proceeding under any applicable law relating to bankruptcy, insolvency, or reorganization is filed by or against BUYER, (3) BUYER executes an assignment for benefit or creditors, (4) a receiver is appointed for BUYER or any substantial part of its assets, or (5) SELLER shall have any reasonable ground for insecurity with respect to BUYER’s ability to perform and BUYER is unable to provide SELLER with adequate assurance of its ability to perform within ten days after written request therefore by SELLER. SELLER’s right to terminate under this section is not an exclusive remedy. SELLER shall be entitled to all other rights and remedies it may have either at law or in equity. No termination hereunder shall affect any accrued rights or obligations of either party as of the effective date of such termination.

1. Storage

In the absence of agreed shipping dates, SELLER shall have the right to invoice BUYER and ship the goods once they are ready for shipment. If BUYER is unwilling to accept shipment of the goods on the agreed shipping date or as provided in the prior sentence, SELLER may, at its option, place the goods in storage and bill BUYER for the storage charges. In such case, risk of loss shall pass to BUYER when the goods are placed in storage, and the date the goods are placed in storage shall constitute the date of shipment for purposes of beginning the warranty period.

1. Waiver

Failure of SELLER at any time to require BUYER’s performance of any obligation hereunder shall not affect SELLER’s right to require performance of that obligation or of any other obligation of BUYER hereunder. No delay, or omission in the exercise of any right, power, or remedy hereunder shall impair such right, power, or remedy or be considered a waiver of any default or acceptance thereof.

1. Miscellaneous

BUYER shall not assign any of its rights or obligations hereunder without SELLER’s prior written consent. These terms and conditions shall be construed in accordance with the laws of the state of Connecticut without regard to any rules on conflicts of laws. The section headings contained herein are not part of these terms and conditions and are included solely for the convenience of the parties.

1. Collection Procedures

If BUYER accumulates outstanding invoice(s beyond their payment due dates, , BUYER will be sent their first reminder), seven days after due date, a second reminder will be sent out seven days after the first reminder with an interest fee of 1.5%. Seven days after the second letter, SELLER will then send a final notice. If after one month BUYER neglects to pay or agree to terms of payment, the account will be closed and BUYER will be sent to collection. An account opening fee will be charged to open the account again. SELLER will only sell to BUYER with prepayment until BUYER proves to be creditworthy, again.