order form: USA & Canada

Transcription

1 order form: USA & Canada Date / / Order No. Office Use Customer Details First Name Last Name Starting your order: You will receive an Invoice/Order Acknowledgement following receipt of your Order Form and signed T&C s. Payment can be made by direct deposit or check. Special Notes Phone Street City State Zip Country Order Details MODEL Bondi : USD24,995 Noosa : USD29,595 > Cost VIN No. Office Use / CHASSIS No. BODY COLOUR Fresh Cream Ice Aqua Cool Blue Lime Sherbet White GUARD COLOUR Sunny Yellow Viper Red Plum Summer Blue Jade Deep Blue Black White Custom [cost TBC]* TIMBER FINISH West Australian Jarrah Queensland Maple Tasmanian Myrtle Tasmanian Oak American Cherry American Walnut American Rock Maple Western Red Cedar Specialty Timber: P.O.A. # CURTAIN FABRIC Blue Hawaii Boards & Palms Dark Blue & Frangipanis + * Prices for Custom Guard Colours vary according paint and finish requested. Upgrade cost USD250 for standard metallic finish. + # Prices for Specialty Timbers vary according to availability, P.O.A. Indigo & Frangipanis Hawaiian Beach Life Barrier Reef Route 66 Black Hot Rods Tiki Tapa CUSHIONS Latte Deep Purple Dark Blue Jade HANDLES Round Knob Arch Crescent > FINISH Chrome Satin OPTIONAL EXTRAS & ACCESSORIES Shower-Toilet Compartment upgrade at 1850 USD. ACCESSORIES / OPTIONS TOTAL INCL. ACCESSORIES GIDGET TOTAL PRICE Terms of Payment 40% CONTRACT DEPOSIT ORDER CONFIRMED WHEN AMOUNT HAS BEEN RECEIVED IN FULL. To confirm order PLEASE READ THE TERMS & CONDITIONS FOR FULL DETAILS. Price list current July Products, range and prices subject to change without notice. + 60% FINAL PAYMENT REMAINDER OF ORDER FOR GIDGET PLUS ANY ACCESSORIES PLEASE CHECK BOX, I HAVE READ, UNDERSTOOD AND SIGNED THE GIDGET RETRO TEARDROP CAMPER TERMS & CONDITIONS.

2 1 TERMS & CONDITIONS OF SALE 1. Definitions and interpretation 1.1 Definitions In this Agreement: Acceptance or Accepted means the Supplier s acceptance of an Order in accordance with clause 3.3;; Business Day means a day which is not a Saturday, Sunday, or public holiday in the state of Georgia, USA;; Camper means any Gidget model teardrop camper ordered from the Supplier under these Terms including (without limitation) the Gidget Bondi Original camper trailer, the Gidget Noosa Longline camper trailer, the Gidget Brumby Off-Road camper trailer, the Gidget Brumby Wild Off-Road camper trailer, the Gidget Bells Compact camper trailer, and such other models as may be made available for sale by the Supplier;; Contract or Terms means the completed Order Form together with the signed Terms & Conditions of Sale (and, if applicable, any signed Order Variation Acknowledgement);; Contract Deposit means the deposit payable by the Customer to the Supplier in accordance with clause 7.1(a)(i);; Completion of the Ordered Camper means camper is completed by Australian manufacturer and ready for shipment to North America, with all custom choices, inclusions, accessories and upgrades as detailed on the Final Installment Invoice;; Customer means the person, entity or entities that place an Order under clause 3 to acquire goods from the Supplier under these Terms;; Delivery or Deliver or Delivered means the Ordered Camper is available at the Delivery Address in accordance with clause 4;; Delivery Address means the business address of the Supplier from time to time (as notified in writing to the Customer), or such other delivery address as may be agreed between the Customer and Supplier in writing;; Final Installment has the meaning given to that term in clause 7.1(a)(ii);; Order means an order for one or more Campers placed by the Customer in the form specified at clause 3.2, and which is validly Accepted by the Supplier under clause 3.3;; Invoice and Order Acknowledgement are synonymous and is written notice from the Supplier confirming Acceptance of the Order in accordance with clause 3.3;; Ordered Camper means a Camper specified by the Customer in an Order that has been Accepted by the Supplier in accordance with clause 3.3 of this Contract;; Order Variation Acknowledgement has the meaning given to that term in clause 3.6;; Prescribed Rate means a monthly rate of 1.5% or the maximum interest rate under applicable law;; Price means the price payable by the Customer under clause 6 for an Ordered Camper supplied under this Contract;; Specification means the Supplier s specifications, plans, and designs which relate to the manufacture and/or design of each Ordered Camper;; Supplier means Gidget Retro Teardrop Camper, LLC.;; Tax or Taxes mean all forms of taxation, duties, imposts, fees, levies, excise, charges, deductions or withholdings of any jurisdiction including but not limited to income tax, fringe benefits tax, withholding tax, capital gains tax, pay as you earn, pay as you go, GST, land and other property taxes, customs and other import or export duties, excise duties, sales tax, pay-roll tax, superannuation guarantee charge, stamp duty or other similar contributions and any interest, fine, penalty, surcharge or fee imposed on, or in respect of, any such amounts;; Third Party means a person who is not the Customer or the Supplier in this Contract or is not otherwise bound by the terms of this Contract;; Warranty Claim has the meaning given to that term in clause 10(d);; Warranty Conditions of Use has the meaning given to that term in clause 10(c) and detailed in the Gidget User s Manual;; Warranty Period means the period commencing on the date of Delivery and continuing up to the date that is 24 calendar months from the date of Delivery. 1.2 Interpretation In this Agreement, unless the context requires otherwise: (a) a reference to a document includes the document as modified from time to time and any document replacing it;; (b) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;; (c) the word "person" includes a natural person and anybody or entity whether incorporated or not;; (d) the word "month" means calendar month and the word "year" means 12 months;; (e) the words "in writing" include any communication sent by letter, facsimile transmission or or any other form of communication capable of being read by the recipient;; (f) wherever "include" or any form of that word is used, it must be construed as if it were followed by "(without being limited to)";; (g) money amounts are stated in USD currency unless otherwise specified;; and (h) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body which performs most closely the functions of the defunct body. 2. Statutory Provisions This Contract: (a) unless the Supplier otherwise agrees in writing, is the only conditions for the supply of any Camper by the Supplier to the Customer to which the Customer will be bound;; (b) supersedes and excludes all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of a Camper. 3. Order of Campers 3.1 Order An order or an offer to purchase Camper(s) must be made in writing by the Customer completing an Order and: (a) delivering it in person to an authorized representative of the Supplier;; or (b) forwarding it by Mail, facsimile transmission or to the address notified by the Supplier;; or (c) submitting the Order via an internet based system utilized by the Supplier for the purpose of accepting Orders. 3.2 Form of Order An Order from the Customer to the Supplier must be in writing in the format attached hereto (or such other format as may be notified by the Supplier from time to time) and contain complete details as required by the Supplier in the Order form. 3.3 Acceptance by the Supplier 1

3 2 (a) An Order is accepted when the Customer receives from the Supplier a signed Terms and Conditions of Sale Contract. The Supplier s signed Terms and Conditions shall constitute a binding contract between the Supplier and the Customer and the application of these Terms. (b) Acceptance of an Order by the Supplier under clause 3.3(a), shall be deemed acceptance by the Customer of these Terms in respect of any Camper supplied under that Order. No exception terms and conditions, or any other terms or conditions, shall apply to the Order unless stated in the Invoice and specifically agreed to in writing by the Supplier. (c) If the Customer has not received an Invoice or signed Terms and Conditions of Sale from the Supplier in accordance with clause 3.3(a) within 5 Business Days of the Supplier s receipt of the relevant Order, then the Supplier is deemed not to have accepted the relevant Order. 3.4 Cancellation of Order by Customer (a) No purported cancellation, suspension or deferral of all or any part of an Order by the Customer is binding on the Supplier after that Order has been Accepted. (b) If the Customer purports to cancel an Order, then all monies which would become payable to the Supplier in respect of the cancelled Order on a future date, becomes immediately due and payable by the Customer to the Supplier. 3.5 Cancellation or Deferral of Order by Supplier If, through circumstances other than a force majeure event under clause 13, the Supplier is unable to effect delivery of the Camper, then the Supplier may suspend or cancel the Customer s Order (even if it has already been Accepted) by written notice to the Customer. In the event that the Supplier cancels the Customer s Order under this clause 3.5, the Supplier will, within 30 days of the date on which the Customer is notified of the cancellation, refund to the Customer all amounts paid by the Customer under this Agreement in respect of the cancelled Order. 3.6 Changes to Orders and Specifications (a) If the Customer requests in writing any Order Variation to the Order the Supplier may, in its sole and absolute discretion accept or reject (in whole or part) the Variation Request by notice in writing to the Customer. (b) (c) (d) If the Supplier accepts (in whole or part) the Customer s Variation Request, the Supplier shall provide an Order Variation Acknowledgement and shall have the right to vary the Price on account for the Variation, by notice in writing to the Customer. The customer must then provide acceptance of the altered price in writing before receiving final confirmation that the Variation Request has been accepted. The Supplier shall have the right to change the Specifications at any time without notice or liability to the Customer, provided that the end performance of the Camper is not compromised. Customizations may change the weight of a Camper. Any description of weight provided prior to Delivery of the Camper is an estimate only and not a contractual commitment. 4. Delivery of Campers 4.1 Delivery (a) Any period or date for Delivery of a Camper stated by the Supplier is an estimated Delivery date only. (b) The Supplier will use reasonable endeavors to make Delivery of the Ordered Camper at the Delivery Address, on the date notified by the Supplier to the Customer in writing, but the Supplier shall not be liable for any failure to deliver or delay in delivery for any reason. (c) The Customer must arrange to take Delivery of the Ordered Camper at the Delivery Address within 7 days from the date the Supplier provides notice to the Customer that the (d) (e) (f) (g) (h) Ordered Camper is ready for collection (Delivery Period). If the Customer does not take Delivery of the Ordered Camper within the Delivery Period, the Customer will be deemed to have taken Delivery of the Ordered Camper on the calendar day immediately following the last day of the Delivery Period. Unless otherwise agreed in writing by the Supplier: (i) the Supplier will Deliver the Ordered Camper at the Delivery Address;; (ii) Delivery of the Ordered Camper shall be deemed to have occurred on the earlier of: (A) if within the Delivery Period, at the time of physical taking of the Ordered Camper by the Customer or by carrier (whether engaged by the Customer or by the Supplier at the Customer s request), specifically, Delivery will be deemed to have occurred at the commencement of the loading/hitching of the Ordered Camper onto the Customer s transport vehicle at the Delivery Address;; or (B) the calendar day immediately following the last day of the Delivery Period. The Customer must accept Delivery of the Ordered Camper at the Delivery Address at any time during the usual business hours of the Supplier. The Customer is responsible for: (i) arranging for the collection and transportation of the Ordered Camper from the Delivery Address;; (ii) ensuring that it has available all materials, labor and equipment, transport and other contingencies to load the Ordered Camper at the Delivery Address and take Delivery of the Ordered Camper;; and (iii) all costs and expenses (including all insurance, freight and other transportation expenses) associated with taking Delivery of the Ordered Camper or otherwise arising on and from the point of Delivery. If Delivery of an Ordered Camper is deferred: (i) at the Customer's request;; (ii) because the Customer is unable to accept Delivery for any reason other than as a result of the Supplier s breach of these Terms, the Customer must pay all extra charges, losses or expenses incurred as a result by the Supplier. The Customer indemnifies and shall keep indemnified the Supplier with respect to all loss or damage arising out of or in connection with the Delivery of Ordered Campers, except to the extent such loss or damage was caused by negligence of the Supplier. 5. Issues with Delivered Campers 5.1 Pre Delivery inspection (a) Immediately prior to Delivery of the Ordered Camper (in accordance with clause 4) the Customer shall have the right to inspect the Ordered Camper for any defects, shortages, damage or noncompliance with the Specification (Pre Delivery Inspection). (b) If the Customer: (i) does not, for any reason, undertake a Pre Delivery Inspection and takes (or is deemed to have taken) Delivery of the Ordered Camper (in accordance with clause 4), and has not provided a Defect Notice to the Supplier in accordance with clause 5.1(c);; or (ii) undertakes a Pre Delivery Inspection and takes or is deemed taken Delivery of the Ordered Camper (in accordance with clause 4), and has not provided a Defect Notice to the Supplier in 2

4 3 accordance with clause 5.1(c), then the Customer is deemed to have accepted the Ordered Camper in the condition it was Delivered at the time of Delivery (or deemed Delivery) and, subject to clause 10 is deemed to have waived all objections to any aspect of the Ordered Camper. (c) If, following a Pre Delivery Inspection, the Customer identifies any defects, shortages, damage or noncompliance with the Specification for the Ordered Camper, the Customer must provide written notice to the Supplier notifying the Supplier of details of the deficiency(ies) prior to taking Delivery of the Ordered Camper (Defect Notice). 5.2 Return of Ordered Camper (a) Ordered Campers may be returned by the Customer upon written notice to the Supplier, if: (i) the Ordered Camper is noncompliant with the Specification;; or (ii) incorrect Ordered Camper has been made available for delivery to the Customer, and in each case the Customer has given a Defect Notice to the Supplier prior to Delivery of the Ordered Camper. (b) Ordered Campers may be returned (only upon instruction from the Supplier) by the Customer, if there is a Warranty Claim in relation to the Ordered Camper under clause 10 during the Warranty Period. 5.3 Replacement of Ordered Camper Within 21 Business Days after receiving a Default Notice from the Customer in accordance with clause 5.1(c) or written notice under clause 10, the Supplier must: (a) determine, in its absolute discretion, the action it will take to rectify the problem, which may include any of the actions referred to in clause 9(c), and advise the Customer accordingly;; and (b) carry out the relevant action within a reasonable timeframe, determined by the complexity of the actions required to rectify the problem. Maximum timeframe equal to time required to build and supply a replacement camper ex- Australia, including shipping and customs. at no additional charge to the Customer. 6. Pricing and Payment 6.1 Price (a) Subject to this clause 6 and clause 3.6(b), the Price for a Camper will be the price specified in the Order (except if otherwise varied in the Invoice or the Order Variation Acknowledgement). (b) The Price charged by the Supplier for any Camper is inclusive of all Taxes, charges and fees. 7. Payment 7.1 Invoicing and payment (a) Unless otherwise agreed in writing by the Supplier, payment for each Ordered Camper must be made as follows: (i) 40% of the total Order Price payable by the Customer to commence order (the Contract Deposit / First Installment). The Acceptance Date is the day the Supplier receives cleared funds of the Contract Deposit. The Supplier will provide a Receipt with this date to confirm receipt of the Contract Deposit;; (ii) the balance of all amounts owing under the Order payable by the Customer by the day being no less than thirty (30) Business Days prior to the date of the camper s completion (as notified by the Supplier) (Final Installment). (iii) Any upgrades or accessories requested by the Customer must be paid within 7 days of receiving a separate invoice provided by the supplier. (b) The Supplier will provide an Invoice to the Customer for (i) the Contract Deposit (First Installment) and (ii) Final Installment. (c) Each Invoice will be in a form and substance that complies with the tax laws of USA in relation to the provision of goods and services under these Terms. (d) Upon the issue of an Invoice by the Supplier under clause 7.1, the Customer must pay the Supplier the amount invoiced by the due date for payment. (e) Payment of any amounts under these Terms must be made by the Customer to the Supplier in full (without any set off) and must be received by the Supplier on the due date for payment. Payment is only received by the Supplier when it receives cash or when the proceeds of other methods of payment are credited to the Supplier s bank account (as notified to the Customer on the Receipt). (f) The Supplier reserves the right to suspend any Order, suspend the supply of any goods or services, and cease manufacture of the Order under these Terms, and reserves the right not to Deliver any Ordered Camper until payment of all amounts owed under an Order are received in full by the Supplier. 7.2 Default in Payment (a) If the Customer defaults in the payment of any money payable under these Terms, the Customer will be deemed to be in default of these Terms. All money which would become payable by the Customer to the Supplier at a future date and on any account, becomes immediately due and payable to the Supplier, without the requirement for the Supplier to give any notice to the Customer. In addition, the Supplier may: (i) charge interest at a monthly rate of 1.5% or the maximum interest rate under applicable law (the Prescribed Rate), calculated from and including the date on which the payment became due until but excluding the date on which the payment is made;; (ii) charge the Customer for, and the Customer indemnifies the Supplier from, all costs and expenses (including without limitation all legal costs and expenses on a full indemnity basis) incurred by the Supplier in connection with the default by the Customer or in connection with the Supplier taking action to enforce compliance with these Terms;; (iii) refuse to Deliver any Camper subject of any Order to the Customer;; (iv) suspend whole or part of any Order and the supply of any goods or services under these Terms;; and/or (v) terminate the Contract immediately upon notice to the Customer, without refund and without prejudice to any other action or remedy which the Supplier has or might otherwise have had. 8. Risk and title 8.1 Transfer of risk The risk of loss or damage to the Camper is transferred from the Supplier to the Customer at the time of Delivery of the Camper in accordance with these Terms. 8.2 Transfer of title (a) The legal and equitable title to any Camper will only be transferred from the Supplier to the Customer when the Customer has met and paid all amounts owing and which remain outstanding to the Supplier on any account whatsoever. 3

5 4 (b) The Customer acknowledges that until the Customer has met and paid all amounts that are owed to the Supplier on any account whatsoever, then, in the event that the Customer has taken delivery of any goods or any Camper, the Customer holds those goods and any Camper delivered, as bailee for the Supplier and that a fiduciary relationship exists between the Customer and the Supplier. (c) At the time the title is transferred to the Customer in accordance with clause 8.2(a), the Supplier shall have the right to register its interest in that Camper on the relevant securities and/or title registers located in any state, and the Customer undertakes not to impede the Supplier in exercising its interest thereunder. 9. Supplier representations and warranties (a) Any representation, warranty, term or condition or undertaking in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Camper whether implied by legislation, common law, equity, trade, custom or usage is excluded to the fullest extent permitted by law. (b) Nothing in this Contract excludes, restricts or modifies any condition, warranty, right or remedy conferred on the Customer or any other applicable law that cannot be excluded, restricted or modified by agreement. (c) To the fullest extent permitted by law, the liability of the Supplier to the Customer and any Third Party for a breach of a non-excludable condition or warranty referred to in clause 9(b) or otherwise in connection with this Contract, is limited, at the Supplier's sole option, to: (i) in the case of goods, any one or more of the following: (A) the replacement of the goods or the supply of equivalent goods;; (B) the repair of the goods;; (C) the payment of the cost of replacing the goods or of acquiring equivalent goods;; or (D) the payment of the cost of having the goods repaired;; or (ii) in the case of services: (A) the supplying of the services again;; or (B) the payment of the cost of having the services supplied again. 10. Product warranty (a) Subject to this Contract, the Supplier warrants during the Warranty Period only that the Camper will, with normal use and service in accordance with manufacturer specifications and the signed Warranty Conditions, be free from material defects in materials, manufacture and workmanship (the Warranty). (b) The Warranty only applies where a material defect has arisen within the Warranty Period as a direct result of negligent manufacture or workmanship or use of defective material by the Supplier prior to Delivery of the Camper. (c) The Warranty does not apply where damage is caused by any other factor on or after Delivery including normal wear and tear, abuse, mishandling, accident, failure to follow Warranty Conditions of Use and operating instructions detailed in the Gidget User s Manual, incorrect use of installed features including (without limitation) key locks, drawers, hinges, leaking batteries or infiltration of foreign particles, servicing or modification other than by an authorized representative of the Supplier, superficial body damage incurred while in use, damage caused by the Camper being taken off-road or driven on un-sealed or corrugated roads [applies specifically to Gidget Bondi, Gidget Noosa and Gidget Bells models. Gidget Brumby models can be taken off-road and driven on unsealed or corrugated roads limited by the Supplier s manufacturing specifications and guidelines, installed third party suspension manufacturer s specifications and guidelines, and additionally according to the Gidget User s Manual], damage caused by installation of non-genuine accessories, damage caused by appliances including (without limitation) fridge, cooktop, DVD/TV, radio, gas bottle, electrical outlets, fire extinguisher, shipment or other transit of the Camper, repair or replacement of any part during transport to or from the Supplier s premises. (d) Warranty repairs will be withheld if the Customer is in breach of this contract by violation of any clause within the Terms and Conditions of this contract, including but not limited to Clause 7.1 (a), (b), (c), (d), (e) and (f), Clause 16 (a), (b), (c) and (d) until the breach has been remedied to the satisfaction of the Supplier. (e) Where the Customer has a claim under the Warranty, the Customer must provide the Supplier with written notice of the claim, and provide sufficient detail to allow the Supplier to assess and determine whether the claim is accepted by the Supplier (Warranty Claim). (f) If the Warranty Claim is accepted by the Supplier in its sole discretion, the liability of the Supplier to the Customer in relation to the Warranty Claim is limited to the repair and/or replacement of the goods either at the Supplier s premises or such other premises as the Supplier nominates. (g) All Third Party components of any Camper will be Delivered with their respective supplier warranties. Any claim by the Customer in relation to Third Party components will be limited in accordance with the terms of the respective supplier warranties. 11. Acknowledgements The Customer hereby acknowledges that: (a) it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by the Supplier in relation to the Camper, its use or application;; (b) it has the sole responsibility of satisfying itself that the Camper is suitable for its use or any contemplated use;; (c) any catalog, material, specifications, photographs or Invoice that may have been provided by the Supplier to the Customer, is given by way of identification only, and does not constitute a contract of sale by description or sample. 12. Liability 12.1 Limited liability (a) The Customer assumes all risk and liability for loss, damage or injury to persons or to property or to the Customer or Third Parties arising out of the use and possession of the Camper. (b) The Supplier s liability howsoever arising under or in connection with this Contract or in connection with the sale, supply, use, storage or any other dealings with the Camper by the Customer or any Third Party is limited, at the Supplier s sole option to those remedies contained in clause 9(c). The Customer shall defend, indemnify and hold harmless the Supplier against all penalties, claims, damages, costs liabilities, losses and expenses howsoever arising in connection with the supply and subsequent use of the Campers. (c) The Supplier shall not be liable for any indirect, incidental, special or consequential loss or damage of any nature whatsoever suffered by the Customer or any Third Party, howsoever caused and even if notified of the possibility of that potential loss or damage. (d) Indirect, incidental, special or consequential loss or damage, includes (without limitation) loss of income or loss of profits, or loss of anticipated income or profits, any loss of goodwill reputation, or any loss of business opportunity, or any aggravated or exemplary damages. (e) The Supplier will not be liable for any loss or damage suffered by the Customer or any Third Party where the Supplier has failed to Deliver the Camper, fails to meet any Delivery date or cancels or suspends the Delivery of the 4

6 5 Camper. 13. Force majeure (a) Deliveries may be totally or partially suspended by the Supplier during any period in which the Supplier may be prevented or hindered from manufacture, delivery, shipping, land transport or supply through any circumstances outside the Supplier s reasonable control, including but not limited to strikes, lockouts or other labor difficulties, act of war or terrorism, inability to obtain any necessary materials, equipment, facilities or services, power or water shortage, accidents or breakdowns of plant, machinery, software, hardware of communication network, accidents at sea, port traffic, customs delays, land transport accidents or delays (The Force Majeure Period). The Supplier shall not incur any liability to the Customer in respect of such suspension. The Customer shall be relieved of any obligation to make payments under clause 7, during the Force Majeure Period, and all Customer obligations under this Contract are suspended for the duration of the Force Majeure Period. (b) If the Supplier fails to perform obligations because of a claimed force majeure event, the Supplier will: (i) use its reasonable efforts to remove, overcome or minimize the effects of that force majeure event as quickly as possible;; and (ii) keep the other party regularly informed as to the steps or actions being taken to achieve this;; and (iii) use reasonable efforts to make alternative arrangements for the performance of the obligation or obligations, whether by another person or otherwise. (c) The Supplier: (i) must notify the Customer of the alternative arrangements;; and (ii) is not liable in any way to the Customer in respect of the alternative arrangements. (d) If the Force Majeure Period extends beyond a period of 90 consecutive days, the Customer may, upon 30 days written notice to the Supplier, terminate this Contract. If the Customer terminates this Contract under clause 13(d), all monies paid by the Customer to the Supplier under this Contract up to the commencement of the Force Majeure Period shall be retained by the Supplier. 14. Termination 14.1 Termination for Default If any of the events set out in 14.1(a)(i) to 14.1(a)(iii) below occur, the Supplier may at its option withhold Delivery or terminate the Contract immediately upon notice to the Customer and without prejudice to any other action or remedy which the Supplier has or might otherwise have had, and all money which would become payable by the Customer to the Supplier at a future date and on any account, becomes immediately due and payable to the Supplier, without the requirement for the Supplier to give any notice to the Customer: (i) the Customer defaults in making any payments due under this Contract or on any statement of account or Invoice (Payment Default) and fails to remedy the Payment Default within 7 days of the date on which the payment was due;; (ii) the Customer, being an individual files for bankruptcy or has a trustee appointed in respect of the Customer s estate or any part of the Customer s property or assets;; (iii) the Customer, being a company, has a receiver or administrator or voluntary administrator or manager appointed to it or passes a resolution for its winding up or is liquidated or has an application for winding up filed against it, or otherwise ceases to carry on business. (iv) the Customer, being an individual or company, breaches our Intellectual Property rights not limited to those set out in 16 (a), (b), and (c), or establishes a business, a group or forum, whether for profit or non-profit in opposition to the supplier Consequences of expiration or termination 15.1 Consequences generally On the expiration or termination of this Contract, this Contract is terminated except for the enforcement of any right or claim that arises on, or has arisen before, the expiration or termination. 16. Intellectual Property (a) Legal title to and ownership of all copyright in all photographs, drawings, designs, specifications, catalogs and other similar works supplied to the Customer by the Supplier is vested in the Supplier, and the Customer shall not copy or reproduce or allow the copying or reproduction of any such works without the prior written consent of the Supplier. (b) The Customer shall not use the Supplier s name and/or any names or marks attached to any item the subject of this Contract for advertising or promotional purposes in any manner or medium whatsoever without the prior written consent of the Supplier. (c) The Customer shall be liable to and indemnify the Supplier for all loss or damage the Supplier suffers or incurs as a direct or indirect result of a breach by the Customer of this clause. (d) The Customer shall not create, own or administrate any website, group, blog, forum, or any social media site including, but not limited to, Youtube, Facebook, Twitter, Pinterest;; or in any media, which uses our Intellectual Property, including our company name, brand or product name in any variation or combination of written or graphic elements without the written permission of the Supplier. (e) The Customer shall not create, or become a member of, or participate in any website, group, blog, forum, or any social media site including, but not limited to, Youtube, Facebook, Twitter, Pinterest;; or in any media, which breaches our Intellectual Property, including our company name, brand or product name in any variation or combination of written or graphic elements. Each instance of breach will incur a minimum penalty of 10,000 in damages, payable to the Supplier. 17. General 17.1 Entire understanding The Customer acknowledges that except as expressly stated in this Agreement, the Customer has not relied on any representation, warranty or undertaking of any kind made by or on behalf of the Supplier in relation to the subject matter of this Contract No waiver (a) A failure or delay by the Supplier in exercising any power or right conferred on the Supplier by this Contract, does not operate as a waiver of the rights. (b) A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other right under this Contract. (c) A waiver of a breach does not operate as a waiver of any other breach Severability If any provision of this Contract violates any law applicable to it and is as a consequence illegal, invalid or unenforceable then: (a) where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature, it must be read down to the minimum extent necessary to achieve that result;; and (b) in any other case the offending provision must be excluded from this Contract, in which event the remaining provisions of the Contract operate as if the excluded provision had not been included No assignment

7 6 The Customer cannot assign or otherwise transfer the benefit of this Contract without the prior written consent of the Supplier. Without notice to the Customer, the Supplier may assign or otherwise transfer the benefit of this Contract to any person No variation This Agreement cannot be amended or varied except in writing signed by the Customer and the Supplier Governing law and jurisdiction (a) This Contract is governed by and must be construed in accordance with the laws in force in the state of Georgia, USA. (b) The Customer and the Supplier submit to the exclusive jurisdiction of the courts of Fulton County, Georgia, USA in respect of all matters arising out of or relating to this Contract, its performance or subject matter Notices Any notice or other communication to or by a Party to this Agreement: (a) may be given by personal service, US Mail, facsimile or ;; must be in writing, legible and in English addressed to the Supplier or the Customer at the address specified in the Order, or to any other address last notified by the Party to the sender by notice given in accordance with this clause;; (b) in the case of a corporation, must be signed by an officer or authorized representative of the sender;; and (c) is deemed to be given by the sender and received by the (i) if delivered in person, when delivered to the addressee;; (ii) if by US Mail, 5 Business Days (or 10 Business Days, if addressed or mailed outside USA) after the date of posting to the addressee whether delivered or not;; (iii) if sent by facsimile transmission, on the date and time shown on the transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the purposes of this clause;; or (iv) if sent by , on the date and time at which it enters the addressee's information system (as shown in a confirmation of delivery report from the sender's information system, which indicates that the was sent to the address of the addressee notified for the purposes of this clause), but if the delivery or receipt is on a day which is not a Business Day or is after 5.00 pm (addressee's time), it is deemed to have been received at 9.00 am on the next Business Day Operation of indemnities Unless this Contract expressly provides otherwise: (a) each indemnity in this Contract survives the expiration or termination of this Contract;; and (b) the Supplier may recover a payment under an indemnity in this Contract before it makes the payment in respect of the indemnity given No right of set-off Unless this Contract expressly provides otherwise, the Customer has no right of set-off against a payment due to the Supplier Relationship of parties Unless this Contract expressly provides otherwise, nothing in this Contract may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary. TERMS & CONDITIONS OF SALE FOR THE SUPPLY OF A GIDGET RETRO TEARDROP CAMPER MODEL: With all features and inclusions as per the current models specifications and price list dated March 2016, and any upgrades as detailed in the attached order form. Please sign and date this page of the Terms & Conditions of Sale, scan and back to us. Or if you prefer to send a hardcopy, please sign and date both copies of the Terms & Conditions of Sale, return both copies to Gidget Retro Teardrop Camper for their signature. You will be returned one of the copies fully signed for your record of the contract. GIDGET RETRO TEARDROP CAMPER: Executed by Gidget Retro Teardrop Camper, LLC: Signature of Executive/Authorized Representative, Gidget Retro Teardrop Camper, LLC.: Name: Date: THE CUSTOMER: Signed by Signature of Customer, or Executive/Authorized Representative: Name: Date: Executed as an Agreement. By executing these Terms, the Customer: (a) acknowledges having been provided with these Terms and Conditions of Sale and having read and understood them;; and (b) agrees to the terms and conditions contained in these Terms and Conditions of Sale as those Terms that will apply to the parties, and form the Terms and conditions on the which the parties will be legally bound, and on which the Supplier will supply the Camper to the Customer and the Customer will purchase the Camper from the Supplier. 6