TERMS AND CONDITIONS - Rev.2023/12/06



The following terms and conditions apply without exception to all sales by Appleshed Engineers, LLC, a Wisconsin Corporation.



SOLE TERMS: No term or condition on Buyer’s purchase order or any other instrument, agreement or understanding shall be binding upon Appleshed Engineers, LLC unless agreed to in writing.



1. PRICES: All prices are quoted without consideration of taxes, and all taxes applicable to any order placed hereunder are additional and shall be paid by Buyer.  Buyer may furnish Appleshed Engineers, LLC with exemption certificates acceptable to the taxing authorities. All prices are C.I.P., shipping point. All freight and shipping costs shall be the Buyer’s responsibility. All applicable orders are subject to pricing adjustments resulting from pass along surcharges. Any price change resulting from a surcharge or an increase of Appleshed Engineers, LLC cost may be made effective by Appleshed Engineers, LLC without prior notice to Buyer and may be further adjusted periodically to reflect changes in surcharges to Appleshed Engineers, LLC.



2. PAYMENT: Payment in full is due net within 30 days from the date Appleshed Engineers, LLC invoice, unless otherwise agreed upon by Appleshed Engineers, LLC in

writing prior to sale. A one and one-half (1 ½%) per month service charge will be added to all accounts over thirty (30) days old. Buyer will be responsible for any reasonable collection charges, including attorney fees. We reserve the right to refuse shipping product to past due accounts.



3. DELIVERY AND RISK OF LOSS: Delivery dates are approximate. Buyer shall have the right to specify the date of delivery, but in no event shall the date be absolute, unless specifically agreed by Appleshed Engineers, LLC in writing. Shipments shall be made C.I.P., shipping point, unless otherwise noted, with all risk or loss of damage to goods passing to Buyer upon delivery to carrier. It is the Buyer’s responsibility to fully and properly inspect (PDI) the delivery and to make all claims for loss or damage in transit to carrier immediately upon receipt of shipment. All claims of damage or

shortage must be clearly documented on bills of lading at time of receipt and must be reported immediately to the carrier and Appleshed Engineers, LLC.



4. FORCE MAJEURE: Neither party shall be liable for defaults or delays due to Acts of God or the public enemy, acts or demands of any government or governmental agency, strikes, fires, floods, accidents or other unforeseeable causes beyond its control and not due to its fault or

negligence.



5. CANCELLATIONS: Except as may be specified differently in writing, Buyer may for any reason terminate an order in whole or in part as provided in this section, which shall be no less than sixty (60) days in advance of requested delivery date. Product scheduled for shipment within thirty (30) days cannot be rescheduled or canceled. Product scheduled for shipment between thirty (30) and sixty (60) days may be rescheduled.  If, however, product within the 30-60 day window is rescheduled, that quantity is then non-cancelable. Buyer shall, nonetheless, be liable for termination charges, which shall include (1) a price adjustment based on the quantity of goods delivered, (2) all costs, direct and indirect, incurred and committed for Buyer’s canceled order, (3) the full cost of all unique materials required for custom products, and (4) a reasonable allowance for prorated expenses and anticipated profits consistent with industry standards.



6. WARRANTY: THE FOLLOWING IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE BY Appleshed Engineers, LLC. Appleshed Engineers, LLC warrants its products to the original purchaser, against defects in material and/or workmanship under normal use and service for one (1) years from date of registered sale or date the unit shipped from the factory if not registered.  Warranty claims within such warranty period shall be limited to repair or replacement, Appleshed Engineers, LLC option, of the defective part and labor to perform the necessary repair or replacement based on Appleshed Engineers, LLC Field Service Rate,

provided the defective part in question is shipped prepaid to Appleshed Engineers, LLC and after inspection is found to be defective. Use of other than factory authorized parts or components, misuse of equipment, or any other modifications to the original unit may void all warranties and liabilities. In no

event shall Appleshed Engineers, LLC be liable for any indirect, incidental, consequential, or special damage (including without limitation to loss of profits, loss of revenue, downtime, cost of substitute equipment, claims of a third party) whatsoever.



7. INTENDED USE:  Buyer acknowledges understanding that products built by Appleshed Engineers, LLC. is intended for use by hobby and small scale farming operations and may not be fit for use by mid to large scale operations.



8. CONSEQUENTIAL DAMAGES: In no event shall Appleshed Engineers, LLC be liable for special, incidental, consequential or punitive damages, including, without limitation, damage to other property caused by any defect in this product, inconvenience, loss of goodwill, loss of profits or revenue, loss of use of this product, cost of substitutive products or modifications, downtime costs other equipment costs or claims of any party dealing with purchaser for such damages, resulting from the use of this product, or any other legal theory.



9. CHANGE IN PRODUCT DESIGN: Appleshed Engineers, LLC reserves the right at any time and without notice to change, discontinue or modify the design and construction of any of its products and to substitute material of equal or superior to that originally specified.



10. APPLICABLE LAW: This agreement shall be governed by Wisconsin Law and the Uniform Commercial Code.



11. COMPLETE AGREEMENT: This instrument contains the terms of the entire and only agreement between the parties hereto and any representations, affirmation of fact, and course of prior dealings, promise or condition in connection therewith if not incorporated herein shall not be binding upon Appleshed Engineers, LLC.  No waiver, alteration or modification of any of the provisions hereof shall be binding unless in writing and signed by a specifically authorized representative of Appleshed Engineers, LLC.