Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE
DISCLAIMER OF WARRANTIES AND SHIPPING & HANDLING
The terms and conditions outlined below are applicable to all sales without exception. These
terms and conditions supersede any and all prior agreements, discussions, understandings,
whether written or oral.

1. Sole Terms: No term or condition on Customer’s hereinafter called “Buyer” Purchase Order or any
   other instrument, agreement or understanding (unless expressly referred to on the face of Groomer’s
   Best’s hereinafter called “Manufacturer” Quotation and/or acknowledgment) shall be binding upon
   Manufacturer, unless agreed to in writing.
2. Prices: This Invoice supersedes all previous quotations, including freight quotes, and proposals.
   Prices do not include property, sales, uses or privilege taxes or any export or import taxes, custom
   duties, or the like, unless stated. All errors are subject to correction. If the Buyer is charged sales tax
   in error, the Buyer must notify Groomer’s Best, Inc., within 14 days of the Invoice date to receive a
   credit. After 14 days the sales tax cannot be refunded.
3. Payment Terms:
   
   • Distributor: Unless is specified otherwise in the Distributor Agreement, Exhibit “C”,
     Section 3 “Payment Terms”, terms of payment are the net amount of the Invoice in
     the United States currency within thirty (30) days of the date of the invoice, A late
     payment charge of one and one-half percent (1 1⁄2%) of the amount of the invoice
     will be charged for each month, or any portion thereof, that payment is not made
     within thirty (30) days of the date of the invoice. If shipments are delayed by the
     Buyer, invoices may be rendered on the dates Manufacturer is prepared to make
     shipments. If completion of manufacture is delayed by Buyer, invoices may be
     rendered when delay is ascertained, based upon percentage of completion. Goods
     held because of Buyer’s and/or their Customer/Shipper inability or refusal to accept
     delivery are at the risk and expense of buyer.
     
   • Direct Customer (Non-Distributor): All orders placed via phone, e-mail, or Groomer’s
     Best website, are to be immediately paid for in full before being dispatched to
     production.
4. Shortages: Any claim for shortages must be reported to the Manufacturer within five (5)
   days after receipt of products.
5. DISCLAIMER OF WARRANTIES: MANUFACTURER DISCLAIMS ALL WARRANTIES.
   PRODUCTS ARE SOLD WITHOUT ANY WARRANTY OF MERCHANTABILITY OR
   FITNESS FOR A PARTICULAR PURPOSE OR DESIGN, AND WITHOUT ANY OTHER
   WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN.
6. Manufacturer 3-Year Limited Warranty: This warranty applies to any purchase, invoice,
   receipt, delivery, or use of products and services from Groomer’s Best, Inc., or its
   subsidiaries, including Best Utility Sinks and Sportsman’s Best. Our products are
   guaranteed to be free from defects in materials or workmanship for the duration of the three-year warranty period.
   If a product is found to be defective during this time, we will, at our discretion, repair it,
   replace it, or refund the purchase price. However, our warranty excludes:
7. 1-Year Limited for Accessorial Parts: This warranty covers all accessorial parts purchased
   from us.
   • What’s covered:
     • Defects in materials and workman ship under normal use and service conditions.
     • Coverage lasts for one (1) year from the date of purchase.
     • We will, at our discretion, replace or repair any defective part.
   • What’s Not Covered:
     • Damage caused by improper installation, misuse, neglect, or unauthorized
       modifications.
     • Normal wear and tear, cosmetic damage, or consumable parts.
     • Incidental or consequential damages, including (but not limited to) labor costs,
       downtime, or loss of use.
8. Limitation of Liability & Exclusive Remedy: Manufacturer’s liability and responsibility for
   any defective or non-conforming products are limited to the cost of such goods and any
   such claim must be filed within 60 days of the delivery of the product. ALL REMEDIES OF
   BUYER ARISING OUT OF THIS TRANSACTION OR WITH RESPECT TO THE SALE OR
   USE OF THE GOODS SHALL BE LIMITED EXCLUSIVELY AND IN LIEU OF ANY AND
   ALL OATHER REMEDIES, TO THOSE CONTAINED IN THESE TERMS AND
   CONDITIONS. IN NO EVENT SHALL MANUFACTURER BE LIABLE FOR ANY
   CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OR LOSSES OF
   BUYER OR USERS, ARISING OUT OF PURCHASE OF PRODCUTS OR THE USE OR
   MISUSE OF THE PRODUCTS.
9. Confidential Information: Technical information contained in plans, drawings,
   specifications, photographs, and other documents disclosed or furnished by the
   Manufacturer are the sole and exclusive property of the Manufacturer. Buyer, in the
   absence of express prior permissions of Manufacturer shall hold them in confidence and
   may not sell or dispose of any portion thereof.
10. Default: If Buyer shall fail to pay all or any part of the sums due, or to observe, keep or
    perform any of its obligations, become insolvent or become a party to any Federal or State
    insolvency proceedings or receivership, or become a judgment debtor, all sums due or to
    become due may, at the option of Manufacturer, become immediately due and payable,
    and concurrently, or in the alternative, Manufacturer may, at its option, terminate Order and
    exercise any other remedies available under all applicable laws. Waiver of any default shall
    not be a waiver of any other or subsequent default.
11. Specifications: If specifications and designs for goods are furnished by the Buyer, Buyer
    will indemnify and save Manufacturer harmless for all claims, cost, and expenses (including
    cost and attorney’s fees) of and patent infringement claim oar proceeding resulting from not
    be responsible for the accuracy or suitability of such designs or specifications, or for the
    performance of any goods made in conformity thereto.
12. Indemnification: If Manufacturer shall be made a defendant in any proceeding, action or
    arbitration by Buyer, or any persons deriving title from Buyer, or any third person on the
    basis of breach of warranty, negligence or tort, and if no award or judgment shall be made
    or rendered against Manufacturer, buyer hereby indemnities and holds Manufacturer
    harmless from all cost and expenses in connection with such proceeding, action or
    arbitration, including reasonable attorney’s fees and expenses.
13. Cancellation: Any Orders may be cancelled by Buyer only with the written consent of Manufacturer and upon reimbursement to Manufacturer minus ten percent (10%) re-stocking fee
14. Return Policy: All returns must be pre-authorized within 30 days of the time the order was
    received. Items received without authorization will be refused upon delivery. Return
    authorizations must be requested via e-mail to customerservice@groomersbest.com. You are responsible for all return shipping cost(s), which are non-refundable. There is a 10% restocking fee on all cancelled and/or returned orders.
15. Collection Expenses: All collection fees, court costs and interest charges will be
    petitioned for recovery from delinquent accounts.
16. Governing Law: This transaction shall be governed by the laws of the State of South
    Dakota, excluding provisions on conflict laws.
17. Miscellaneous: These terms and conditions (including those stated on the face hereof)
    shall constitute the entire agreement of Manufacturer and Buyer, superseding all prior
    agreements or understandings, written or oral, and cannot be amended except by mutual
    writing. Buyer may not assign any rights or duties he/she renders without Manufacturer’s
    written prior consent. No reproduction, warranty, course of dealing or trade usage not
    contained or referenced herein will be binding by the Manufacturer. No failure by
    Manufacturer enforces at any time for any period the provisions hereof shall be construed
    as a waiver of such provision or of the right of Manufacturer to enforce thereafter each and
    every provision. No representative of the Manufacturer has the authority to waive or
    change any of the above provisions.
18. Shipment, Reconsignment and Risk of Loss: Shipment date is approximate. Goods will
    be shipped “f.o.b.” point of origin, with all risk of loss or damage to goods passing to buyer
    upon delivery to carrier. If freight must be prepaid, payment will be made for the account of
    the buyer. The manufacturer may make delivery installments, separately invoiced and
    payable without regard to subsequent deliveries. The Buyer is fully responsible for
    additional reconsignment fees incurred by the carrier. Delay in delivery of any installment
    shall not relieve the buyer of its obligations to accept remaining installments.
19. Shipping and Handling: By Manufacturer – Unless is specified otherwise in the
    Distributor Agreement, under Exhibit “B”, most large items may be shipped via the LTL
    freight carrier of our choice. The Buyer is responsible for providing an address that these
    carriers recognize as a deliverable address. We will arrange the BOL (bill of lading), pickup
    time and date, and necessary accessorial services for delivery. When a shipment is
    delivered, both the consignee and the truck driver will sign the BOL and you will be given a
    copy, which is your receipt of delivery. We are not responsible for any additional fees such
    as, but not limited to, inside delivery, reconsignment, daily storage at terminal, if there are
    any issues with the delivery for reasons beyond our control (this includes, but not limited to,
    inaccurate addresses provided, shipping company delays, or other unforeseen problems).
20. Delivery Services: Delivery services, also known as accessorial fees, can be added at the
    Buyer’s expense. Making the needed arrangements before the delivery will help to ensure
    the freight is delivered safely and conveniently the first time. Below are the accessorial
    services we offer at no charge, and the fees, if accrued, you are responsible for:
    • a. Accessorial services included with your freight:
      • Liftgate delivery
      • Appointment Required
      • Job Site Delivery (must be provided before shipment)
      • Secured/Limited Access (must be provided before shipment)
      • University/School Delivery (must be provided before shipment)
      • Residential or Commercial Delivery (must be provided before shipment
        
    • b. Accessorial services NOT included with your freight (which can range in cost from
      $25.00 – $125.00:
      • Inside delivery
      • Address re-consignment
      • Daily storage fees (at the Freight Terminal)
21. Loss, Damage, or Delay: Manufacturer shall not be liable for breach of covenant or
    condition, loss, injury, delay, damages, or other casualty due to labor, disturbances,
    embargoes, riots, storms, fires, explosions, force majeure, war, acts of hostility inability to
    obtain necessary labor or raw materials from usual suppliers, breakdown of manufacturing
    facilities, major change in economic conditions, or any causes beyond its control. If
    Manufacturer’s performance is rendered permanently impossible, or impracticable, either
    party may cancel executory portion of this Invoice, and the only liability shall be Buyer’s for
    pro-rated or allocated portion of the Order completed, including all inventory and supplies
    not returnable for full credit or otherwise usable by Manufacturer.
22. Reporting Damage upon Delivery:
    • Notated Damage – Damages are notated when the damage is specifically written on the delivery receipt and/or are refused. Groomer’s Best must be notified of the damage and/or refusal within 24 hours of delivery so that we may issue you a replacement and file a damage claim with the freight company. If the driver did not remove the goods at the time of delivery, you must retain the product and all of the packaging including the carton and any foam and/or packaging material it contained. The freight company may or may not come back to inspect and remove the merchandise. If they do not remove the product, please wait until we contact you on how to proceed.
    • Concealed Damage – Damage that is found after the driver has left and was not notated on the delivery receipt is concealed damage. Replacement or repair costs will apply on all concealed damages. It is your responsibility to inspect the entire shipment before the driver leaves. Failure to do so releases the Manufacturer from all liability. If concealed damage is discovered, Groomer’s Best must be notified within 24 hours (excluding weekends). We require that all original packaging materials including the carton and any foam contained therein be retained until we advise you it may be discarded. You are encouraged to take photographs of the outer and inner packaging as well as the damaged product. We will ship a replacement as soon as possible at cost to you. (See additional information on “Concealed Damage” information sheet).
    • Contact Information – Damages that occur in transit are unfortunate. Our policies are in place to expedite the process of sending replacements or repairs as quickly as possible. Please contact 605-582-3013 or e-mail customerservice@groomersbest.com to report damage, or any questions you may have about our shipping and handling policy.
23. Shipping and Handling: By Buyer/Customer– Buyer is responsible for arranging their own shipping and handling. This includes providing all necessary shipping documents via e-mail to our Shipping Department at shipping@groomersbest.com, making freight arrangements, and ensuring all freight charges are billed to your carrier account.
    • Key responsibilities for the Buyer:
      • Provide a valid delivery address: The address must be recognized as deliverable by LTL freight carriers.
      • Manage shipping documents: You must arrange the Bill of Lading (BOL), provide freight labels, and schedule a pickup time and date.
      • Coordinate additional services: Any necessary services, such as accessorial, reconsignment, or daily storage at a terminal, are your responsibility.
      • Resolve delivery issues: You are responsible for handling any problems that arise during shipping, including inaccurate addresses, issues with the shipping company, or other delays.
    • Timeline and Fees:
      • Shipments must be scheduled within our operating hours: Monday through Friday, 8:00 am to 4:00 pm CST. For Holiday hours, please call customer service at 605-582-3013.
      • You must provide all freight arrangements to Manufacturer within three (3) business days of being notified that your merchandise is ready. Failure to do so will result in storage fees of $25 per day, per pallet.
      • Any delays in sending shipping documents will inevitably delay the shipment to your customer.
    • Damaged Products:
      • Manufacturer is not liable for any product damage that occurs during transit when shipping is booked through a third-party account.
      • If products are damaged in transit, you are responsible for submitting a new purchase order for a replacement or requesting repair advice.
      • It is also your responsibility to process any freight claims with your carrier and retain any funds collected.