1. Scope of Agreement – These Terms and Conditions of Sale (“Terms”) shall govern the sale of goods from Steelhead Outdoors LLC (“Seller”) to any customer (“Buyer”) with notice of these Terms, however gained, including the use of Seller’s website. Any contrary, different or additional terms or conditions in a purchase order or any other communication, whether written or oral, are expressly rejected unless in writing and signed by both parties. Buyer agrees that these Terms, together with those contained in any sales contract of Seller (the “Sales Order”), govern sales by Seller and constitute the entire agreement (the “Agreement”) between the parties.

2. Prices – Unless otherwise agreed in writing, (a) prices set forth in an accepted Sales Order will apply; and (b) prices do not include sales, use, excise or similar taxes or any shipping, delivery or insurance costs. Customized shipping quotes may be provided upon request.

3. Payment – All payments for standard goods are due and payable at the time of order placement. Payment terms for custom goods are as provided in the Sales Order. Payments owing beyond the due date are subject to interest charges of the lesser of 1.5% per month or the maximum rate permitted by applicable law. Buyer agrees to reimburse Seller for all costs and expenses, including reasonable attorney’s fees, incurred in collecting any unpaid amounts and to enforce any other or threatened breach of this Agreement. Seller may suspend production or cancel an order if Buyer fails to make payment when due. Invoices issued shall be paid regardless of disputes relating to other invoices, and Buyer waives the right to assert offsets or counterclaims with respect to such invoices.

4.Changes; Returns – Changes in specifications or designs relating to any custom goods, changes in delivery schedules or reschedules or cancellations of Sales Orders are not permitted unless Seller has accepted same in writing, has determined the additional charge to be made, if any, and the same has been paid by the Buyer. Standard goods are eligible for return and refund within thirty (30) days from the date of delivery. Buyer must contact Seller at or by telephone at 612-326-4244 to obtain a return material authorization (“RMA”) number. Returned goods must be in Seller’s original shipping cartons or equivalent and Buyer must return all goods, freight prepaid, as specified in the RMA. Seller may deduct from the refund amount the costs to repair returned goods that are damaged. CUSTOM GOODS ARE NOT ELIGIBLE FOR RETURN AND PAYMENTS MADE FOR CUSTOM GOODS ARE NON-REFUNDABLE.

5.Delivery – Delivery dates are approximations unless otherwise stated. Seller will use commercially reasonable efforts to deliver the goods in accordance with any agreed upon delivery schedules, but Seller will not be liable for delays in delivery. Delivery is FOB Seller’s docks (under U.C.C. shipping terms) unless otherwise agreed in writing. Freight is prepaid and added to the Sales Order, and shipments are made at the sole cost and risk of the Buyer. Buyer shall, at its sole cost and expense, be responsible for obtaining all licenses and permits and for satisfying all formalities as may be required to export the goods outside of the United States and to import them into any other country in accordance with then prevailing laws, rules and regulations. If Buyer has not specified a carrier, Seller may select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed to be an agent of Seller.

6.Title Transfer and Risk of Loss – Title and risk of loss shall transfer to Buyer upon the earlier of pick-up of the goods by Buyer or its agent or on the scheduled delivery date.

7. Inspection – Buyer shall inspect the goods upon arrival, and Buyer shall notify Seller in writing within twenty-four (24) hours of delivery of any claims that the goods do not conform to specifications or of damage. Failure to give such written notice during such period will constitute satisfactory shipment by Seller and irrevocable acceptance by Buyer of all goods. Notwithstanding the foregoing, claims for loss or damage of goods which Seller determines occurred in transit must be made to the carrier and not to Seller.