Terms and Conditions - Hyatt Racing Products, LLC

By placing an order for, or accepting delivery of, the services, products or goods being offered or quoted for sale herein (the “Goods”) by the “seller,” Hyatt Racing Products, LLC., the “Buyer” agrees to be bound by and accepts these terms and conditions.

If a written contract characterized as a dealer, distributor or wholesaler contact has already been agreed between Seller and Buyer, this contact shall be construed in addition to such contact. The terms of such dealer, distributor or wholesaler contract have priority in any interpretation over terms described in this contract.

If the prices, descriptions of Goods and quantities shown herein or in the schedules hereto are in accord with Buyer’s order, any acceptance contained herein of any offer made by Buyer is expressly made conditional on Buyer’s assent to any of the contractual conditions set forth below which may constitute terms additional to or different from the terms contained in Buyer’s order.

1. DANGEROUS ACTIVITIES - Goods manufactured or sold by Seller are expected to be used in activities that are inherently dangerous. Notes and commentary provided by Seller are intended to provide casual help for informational purposes to parties interested in Seller’s Goods. In completing this contract, Buyer confirms they have satisfied themselves fully of the matters to be considered in selecting and using such Goods, including conducting all appropriate independent investigations and evaluations. Seller expressly asserts that no equipment can protect a participant in an inherently dangerous activity from all risk of injury or death. Seller makes no warranty or representation of any kind as to the merchantability or fitness for any purpose as to any Goods it may manufacture or sell. Buyer assumes all risks from any activity involving the use of such Goods.

2. PRICE - Seller shall have the right to correct any obvious errors in price and shipping costs.

3. DELAYES - Seller’s delivery dates are approximate. Seller shall not be liable for any delay in delivery or failure to deliver caused for any reason in whole or in part beyond Seller’s reasonable control including but not limited to production schedules of Sellers’ suppliers, unavailability of materials, labor disturbances, acts of God or transporting difficulties.

4. TAXES - Prices do not include federal, state or local taxes. Any taxes which, under any existing or future law, Seller may be required to pay or collect with respect to the sale, purchase, delivery, storage processing, use, consumption or transportation of any of Goods shall, if not separately shown, be added as a separate item to the quoted price, and shall be paid by Buyer to Seller on Seller’s demand.

WV 6%

5. EXCHANGES & RETURNS – SPECIAL ORDERS / MADE TO ORDER - Seller does not accept Goods of any type that are identified as “Special Order or Made To Order” for exchange or return.

6. EXCHANGES & RETURNS - Seller will exchange, or give a refund, for any new, unused, Goods provided: (a) that such are accepted and authorized by Seller prior to return or exchange; (b) Goods are received back by Seller in their original packaging no more than thirty (30) days from the date of purchase (exchanges or refunds will not be made until the original Goods are received back by Seller); (c) Seller receives written affirmation from Buyer that Goods have not been used or abused; and (d) Buyer pays all associated shipping costs, including appropriate insurances; (e) Associated shipping and insurance fees are non-refundable, including "actual" shipping cost of Goods with free shipping; (f) All returned Goods not exchanged are subject to a 20% restocking fee; (g) All International sales are final.

7. PAYMENTS - If Seller extends credit, all invoices shall be due and payable within thirty (30) days from their date. Extensions of credit may be changed or withdrawn at any time. Buyer shall bear and promptly pay to Seller any and all costs or expenses incurred by Seller in enforcing any of Seller’s rights to receive or collect any amounts due hereunder including, without limitation, any reasonable legal fees, costs or expenses. Payments are to be made in United States funds, unless otherwise stipulated.

8. RISK of LOSS - Buyer agrees to assume all risk for loss of, or damage or injury to, Goods from the time they are delivered to a carrier at Seller’s aforesaid factories and all risk of loss arising out of any delay in shipment of Goods after they are delivered to the carrier, or if shipment is deferred by an act or omission of Buyer from the time Goods are completed and ready for shipment and Buyer shall be liable for the full purchase price whether or not Goods are damaged or destroyed.

9. CHANGES - Notwithstanding any other provision hereof Seller reserves the right to make changes in any materials and/or processes used in the manufacture of Goods, and specifications and product descriptions, without notice.

10. WARRANTY - All Goods are sold without warranty, expressed or implied. No warranty representation is made to this products ability to protect the user from any injury or death. The user assumes all risks. Any liability arising out of the installation, use or disassembly of Seller’s products shall not exceed the purchase price; in no event shall Seller be liable for consequential, incidental or punitive damages.

Such warranties as may be made hereinabove are the sole obligations and liabilities of Seller thereunder, are exclusive and in lieu of and Buyer hereby and by entering into this contact waives all other warranties, whether of merchantability, fitness for any particular purpose or otherwise, guarantees, conditions or liabilities express or implied, arising by law or otherwise (including without limitation any obligation of Seller with respect to direct, indirect, foreseeable, special, incidental or consequential damages) and whether or not occasioned by Seller’s negligence and shall not be extended altered or varied except by a written instrument signed by Seller and Buyer provided that in the event the provision relieving Seller from liability for its negligence should for any reason be held ineffective by a court of competent jurisdiction in a final judgment order or decree from which no appeal is or can be taken by Seller, the remainder of this paragraph shall remain in full force and effect.

11. SUSPENSION of PERFORMANCE - If in Seller’s judgment, reasonable doubt exists as to Buyer’s Financial responsibility, or if Buyer is past due in payment of any amount owing to Seller, Seller reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material or Goods in transit, until Seller receives payment of all amounts owing to seller, whether or not due, or adequate assurance of such payment.

12. SHIPMENTS - Seller reserves the right to ship plus or minus 10% on the quantity ordered and the order will be complete when shipped within such 10% range. Seller also reserves the right to make shipments in parts. Unless otherwise expressly agreed in writing, shipment may be by carrier or other means selected by Seller. Goods shall be sold and delivered FOB Seller’s factory as designated herein. Some Goods may require additional lead times. If lead time is 10 business days or less, the order will be processed and the Buyer will be contacted via email with an estimated ship date. Free shipping only available in Contiguous United States. Buyer assumes all risk of loss in transit as provided in “risk of Loss” hereof.

13. CLAIMS – If any of Goods received by Buyer are nonconforming, damaged, visibly defective, or if the quantities received by Buyer do not agree with the quantities indicated on the shipping documents, and if Buyer intends to assert any claim against Seller on this account, Buyer shall within thirty (30) days after receipt of such Goods, furnish Seller with detailed written information of such damage, non-conformance, defect or shortage. Buyer’s failure to so inform Seller of Buyer’s use of Goods shall be Buyer’s acknowledgement that Seller has satisfactorily performed.

14. LIMITATION of LIABILITY – Buyer’s exclusive remedy and Seller’s only liability arising out of this contact, shall be replacement or repair of Goods or return of the purchase price paid by Buyer, whichever such remedy Seller, in its sole discretion, shall select. If Seller elects to repay the purchase price, Buyer must return Goods to Seller immediately. Except for nonpayment by Buyer, any action arising out of this contact must be commenced within one (1) year from the date of the delivery.

15. CONFIDENTIALITY – Buyer will keep confidential all information, drawings, specifications or data furnished by Seller to Buyer and shall not divulge or use such information, drawings, specifications or data for the benefit of any third person or entity. All information, drawings, specifications or data furnished or disclosed to Seller by Buyer in connection with this contact is furnished or disclosed as a part of the consideration for this contact.

16. GOVERNMENT, CONTACTS/COMPLIANCE WITH LAWS – Where Buyer has indicated that Buyer’s order is or will be placed under a prime contract with the United States Government or a subcontract there under and has designated any one or more of the clauses contained in the Armed Services Procurement Regulations as presently in effect, such clauses so designated are incorporated herein to the extent they are required by any Federal statute or regulations or by the terms of Buyer’s prime contract or subcontract.

17. COMPLIANCE WITH LAWS – Any clause required to be included in a contract by any applicable law, or by any administrative regulation having the effect of law, is hereby incorporated herein.

18. CANCELLATION – This contact may be cancelled or modified only by written agreement between the parties hereto, except as otherwise provided in “Government contracts” hereof. Buyer’s insistence upon canceling or suspending manufacture or shipment, or Buyer’s failure to furnish detail instructions as and when required, may be treated by Seller as a breach of contract by Buyer, and Seller may cancel any unshipped balance without prejudice to any other remedies Seller may have.

19. MERGER – The terms set forth herein constitute the sole terms and conditions, or understanding, whether oral or written shall be binding upon Seller, unless hereafter made in writing and signed by Seller’s authorized representative. Seller hereby specifically objects to any different or additional terms that may be contained in Buyer’s request for quotation, purchase order or any other or counter-offer.