Effective Date: 1/01/2025

Northwoods Cabin Company Northwoods Cabin Company LLC (“Seller”) will sell to the Buyer the product(s) described and specified on the Invoice, subject, however, to the following Terms and Conditions of Sale (“T&C”):

I. ACCEPTANCE

Acceptance by the Seller of Buyer’s order of product(s) as listed on the Invoice is expressly conditioned upon Buyer’s agreement to all of the T&C set forth herein and any inconsistent or additional terms contained in the Invoice or other document are hereby rejected. The T&C contained herein shall not be modified other than in writing executed by the Buyer and the Seller. Acceptance of Buyer of these T&C shall be conclusively presumed from Buyer’s acceptance of any or all of the product(s) listed on the Invoice executed by Buyer and/or from Buyer’s payment for any or all of the product(s) listed on the Invoice.

II. PRICING

Seller provides to Buyer an estimate of the pricing of the product(s), which estimate includes taxes and the cost of delivery, if any. Such estimate of pricing is valid for thirty (30) days from the date of the estimate. If Buyer approves the estimate within thirty (30) days of the date of the estimate, Seller generates an Invoice to Buyer detailing the product(s) sold and the price, which price includes any and all taxes and the cost of delivery, if any, and the Payment Terms listed in Section 3 of these T&C apply. If the estimate is not approved by Buyer within thirty (30) days of the date of the estimate, the estimate for product(s) expires and is no longer valid unless Seller, at its sole option, agrees to sell the product(s) to Buyer according to the estimate.

III. PAYMENT TERMS

In accordance with the payment terms of the Invoice, payment is due as follows: (a) 50% of the price for the product(s) as detailed on the Invoice due upon receipt of the Invoice; and (b) the remainder of the price due upon delivery of the product(s) to Buyer, or if no delivery, then remainder of the price due upon Buyer’s pick-up of product(s). Any balances due beyond the payment terms of the Invoice are subject to a charge of 1.5% of the outstanding amount per month.

IV. DELIVERY

Any dates or schedules which may be specified for the delivery of the products covered hereby have been stated only approximately and are estimated from the date of the Invoice. Seller shall not incur any liability, either direct or indirect, nor shall any Invoiced order be cancelled, because or as a result of any delays in meeting such dates or schedules. Seller reserves the right to satisfy delivery of the product(s) through partial delivery and part performance.

V. SELLER'S WARRANTY

1. If Seller constructs and/or builds the product(s) for Buyer, Seller warrants that its product(s) will be free from defects in materials and workmanship for a period of one (1) year from the date of Seller’s completed construction. If Seller does not construct and/or build the product(s), Seller warrants only that its product(s) will be free from defects in materials for a period of one (1) year from either the date of delivery to Buyer or pick-up of product(s) by Buyer; provided however, that Seller makes no warranty as to workmanship of product(s) if Seller does not construct and/or build the product(s) and Buyer hereby assumes all risk and responsibility for construction of the product(s) by anyone or any entity other than Seller.
2. Seller makes no other warranty whatsoever with respect to the product(s), whether express or implied by law, course or dealing, course of performance, usage of trade or otherwise, including any (1) warranty of merchantability; (2) warranty of fitness for a particular purpose; (3) warranty of title; or (4) warranty against infringement of intellectual property rights of third party.
3. Seller’s obligation for any defective product shall be, at Seller’s sole option, to either: (1) repair and/or replace the defective product; or (2) issue credit to the Buyer for the price of that product(s); provided however, that Buyer gives notice to Seller in writing of any claimed defect in the product(s) within fourteen (14) days of notice of same and Seller has had a reasonable opportunity to investigate Buyer’s claim.

VI. MANUFACTURER WARRANTY

The product(s) or components of the product(s) sold by Seller may be
warranted to the Buyer by a third- party manufacturer. Seller is not responsible or obligated to enforce the warranties extended by such manufacturer to the Buyer, but will use commercially reasonable efforts to assist the Buyer in obtaining or verifying any such warranty information.

VII. LIMITATION OF LIABILITY

1. Seller is not liable for any incidental, indirect, consequential, or punitive damages suffered or incurred by Buyer with respect to the product(s) sold.
2. In no event shall the aggregate liability of Seller exceed the price of the product(s) that is/are the subject of the claim.
3. Any proceeding commenced by Buyer regarding or relating to the product(s) and/or the Invoice shall be commenced within one (1) year from the date on which the cause of action relied upon accrued.

VIII. CANCELLATION

Within three (3) days of Buyer’s acceptance of the Invoice and payment of at least 50%
of the price, Buyer may cancel the order and Seller shall refund all monies paid to Buyer. Thereafter, Buyer may cancel an order subject to an Invoice by providing Seller written notice of such cancellation; provided however, that Seller shall retain, and Buyer forfeits all interest and right to, any and all monies paid to Seller prior to the notice of cancellation.

IX. DEFAULT

In the case of default or breach by Buyer in the performance of any or all of the provisions of
these T&C, Seller may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all legal and equitable remedies afforded to it. Buyer shall in addition, be liable for Seller’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the rate of 1.5% provided under the Payment Terms in
Section 3 of the T&C.

X. DELAY

If Buyer requests deferral of delivery or pick-up of the product(s), Buyer shall pay such storage
charges as Seller may assess for storing the goods awaiting delivery or pick-up.

XI. CUSTOM BUILD

Buyer acknowledges and agrees that any and all product(s) ordered by Buyer requiring
custom specifications and/or design are ultimately the Buyer’s decision.

XII. PERMITS

Buyer acknowledges and agrees that Seller shall have no obligation, responsibility, or duty to
seek or obtain any permits, approvals, or licenses from any governing authority or jurisdiction, whether that be local, state or federal, with respect to the location and/or use of the product(s) sold to Buyer. Buyer acknowledges and agrees that any and all permitting, approval, or licensing required for Buyer’s placement of and/or use of the product(s) is solely Buyer’s responsibility and that Buyer has not relied upon any representation made by Seller, if any, regarding permitting, licensing and/or approval of the product(s) for Buyer’s use and/or location of the product(s).

XIII. FORCE MAJEURE

Seller is not liable for any failure to perform or delay in performance if caused by a force majeure event or any other circumstance or cause beyond Seller’s reasonable control, whether that cause or event was foreseeable or unforeseeable at the time of the Invoice.

XIV. TITLE AND RISK OF LOSS

Title and risk of loss passes to Buyer upon delivery of the product(s) to Buyer, or
if no delivery of the product(s), then upon Buyer’s pick-up of product(s).

XV. APPLICABLE LAW

These T&C and any and all disputes arising hereunder shall be governed by the laws of the State of Ohio, without giving effect to any choice of law provision or rule, and Buyer hereby submits to the exclusive jurisdiction to the state and federal courts of Ohio.