These terms and conditions of sale (“Terms” or “Agreement”) shall constitute a binding contract between Arizona Fire Features and the buyers, purchasers, or customers (collectively referred to as “You”, “Your”, or “Customer”) of its fireplaces, fire features and related products (collectively “Fire Features”). These Terms shall govern all Fire Features purchased from Arizona Fire Features and may not be modified or amended by any oral agreement, course of performance, trade usage, or course of dealing. Any conflicting term in any other document or communication shall be deemed rejected, unless such terms are in a writing that expressly references the amendment of these Terms and is signed by Arizona Fire Features. By placing an order Customer agrees to be bound by this Agreement.

Not all Fire Features are suitable for every project, use, or application. For example, the size and shape of the intended space will determine and limit the suitable Fire Features. Each Fire Feature also requires a specific clearance to combustibles and therefore may require different installation techniques. Likewise, special features, such as safety options, may be required by applicable law depending on location. Customer is responsible to determine whether the type, size, configuration, and optional features of the Fire Feature are suitable for the particular project, design, space, application, property, framing materials, structural requirements, condition, use, applicable law, code or regulation, or specific need or purpose (collectively, “Project Specifications”).

Arizona Fire Features makes no representations, guarantees, or warranties regarding the suitability of Fire Features. Although Arizona Fire Features may provide guidance regarding suitability, it is to be used for informational purposes only as it is based solely on information provided by Customer, which may be incomplete or inaccurate. Arizona Fire Features does not perform any independent investigation to confirm or evaluate Project Specifications and therefore, any suitability guidance provided by Arizona Fire Features should not be relied upon by Customer or any third-party.

Each Quote is valid for thirty (30) days from the Quote Date (the “Quote Expiration Date”). To place an order, Arizona Fire Features must receive an executed Quote and Deposit funds, as described herein, on or before the Quote Expiration Date. Arizona Fire Features shall confirm in writing, receipt of all purchase orders and Deposits within one (1) business day of receipt. No order is binding on Arizona Fire Features unless and until Arizona Fire Features issues a written confirmation. If you have not received written confirmation from Arizona Fire Features, your order has not been placed; immediately contact an Arizona Fire Features sales representative.

Customer is responsible for reviewing all information on the Quote, including without limitation, the quantities, type, and specifications of the Fire Features and Customer information, including delivery address. Any errors, discrepancies, changes or modifications shall be communicated to Arizona Fire Features prior to placing an order. Any order changes, modifications, revisions or cancellations made after the order is placed may result in delayed or multiple shipments, price changes, and fees up to and including the full purchase price of the originally ordered Fire Features.

Orders including custom built Fire Features (“Custom Orders”) canceled prior to entering production are subject to a fee in the amount of 20% of the total purchase price. Custom Orders canceled thereafter will be subject to larger cancellation fees determined at the sole discretion of Arizona Fire Features, up to and including the total purchase price of the originally ordered Fire Features. Customer agrees that the cancellation fees are reasonable to compensate Arizona Fire Features for estimated losses it will incur as a result of the canceled orders and do not reflect a penalty.

Arizona Fire Features shall notify Customer when ordered Fire Features are ready to ship. Any order not shipped at Customer’s request within ten (10) days of notification of completion may be subject to storage fees.

Arizona Fire Features will only accept returns of non-custom Fire Features that have not been used, installed or damaged that are returned within thirty (30) days of receipt. All returns must be approved by Arizona Fire Features in advance and are subject to a restocking fee of 25% the purchase price. Authorized returns (other than Nonconforming Fire Features, described below) shall be subject to in/out freight and handling charges.

All prices are subject to change until an order is placed and written confirmation is issued by Arizona Fire Features, except that pricing reflected in a Quote will be held until the Quote Expiration Date. Prices do not include the cost of freight or delivery, in-transit insurance, storage, service, taxes, labor or installation, or any other incidental costs or fees. Applicable sales tax varies by the State where the Fire Features are shipped. If any Customer claims tax exempt status, a valid tax exemption certificate must be submitted to Arizona Fire Features at the time the order is placed.

A minimum deposit of 50% of the total purchase price is required at the time of order placement (the “Deposit”), unless a different arrangement is agreed upon in a writing signed by Arizona Fire Features. Signed Quotes received without the required Deposit will be held pending the receipt of the Deposit payment and are subject to changes in pricing and product availability until the Deposit is received and a written confirmation is issued by Arizona Fire Features. Any additional and final payments shall be made by Customer in accordance with the terms of the invoice. No third-party payments will be accepted unless approved in writing by Arizona Fire Features. Any approval of third-party payments is an accommodation and does not create any relationship between Arizona Fire Features and the third-party.

Any invoice that remains unpaid for more than 30 days from the due date provided in the invoice will be considered delinquent and subject to interest at the lesser of 20% per month or the highest rate permitted under applicable law. If for any reason an invoice remains unpaid for more than forty-five (45) days or other grounds for insecurity arise with respect to a due payment, Arizona Fire Features may, in its sole discretion, demand different terms of payment or assurance, stop production on open orders and/or hold shipments until the account is brought current or Customer agrees to modified payment terms satisfactory to Arizona Fire Features. Should it be necessary to assign the account balance to a collection agency or attorney for legal action, all subsequent collection charges and legal fees shall be paid by Customer.

Production lead times, shipping or delivery dates, whether listed in an Arizona Fire Features Quote, Invoice or any other document, are estimates only based on average production schedules. Such estimates are subject to change, without notice, and therefore should not be relied on by Customer for any reason or purpose. Regardless of whether Arizona Fire Features is made aware that Customer requires or requests a particular shipping or delivery date, Arizona Fire Features does not guarantee compliance with such deadline and therefore, shall not be liable for costs, fees or damages of any kind or nature whatsoever, including but not limited to loss of profits or revenue, associated with production, shipping or delivery delays. Extended lead times, shipping and/or delivery dates may apply to Custom Orders.

Customers or their receiving warehouses shall unpack and inspect the Fire Features immediately upon arrival. Any Product damage, flaw, loss or shortage (collectively “Delivery Damage”) must be noted at the time of delivery in the delivery documents and corresponding claims shall be made directly to the Carrier. Customer or their receiving warehouse should retain all packing materials of damaged items until the claim is resolved.

Any errors, nonconformities, or inconsistencies with order specifications (other than Delivery Damage) (collectively, “Non-Conforming Product”) shall be reported to Arizona Fire Features, in writing, within five (5) business days of receipt of the shipment and shall include photographs and other documentary evidence sufficient for Arizona Fire Features to evaluate the claim. Arizona Fire Features shall have the right to inspect any Non-Conforming Product and may request the return of the Non-Conforming Product to facilitate such inspection. If, upon inspection, Arizona Fire Features determines that the claim is unsubstantiated, the return will be rejected, and handling and restocking charges will be assessed. Failure to report a claim of Delivery Damage or Non-Conforming Product within the time frames set forth herein shall constitute a waiver of such claims and the acceptance of the Fire Features as delivered.

Arizona Fire Features guarantees and warrants, to the original Customer, subject to the conditions and restrictions stated below, that each Fire Feature shall be free of defects in materials and workmanship for a period of one (1) year from the delivery date. In the event of a covered defect within the warranty period, Arizona Fire Features may, in its sole discretion, make repairs or replace defective Fire Features or components. The warranty on any replacement Product or component shall extend only for the balance of the warranty period on the original Product. In no event shall Arizona Fire Features be responsible for the cost of labor, installation, sales tax, finishing, or any other associated or incidental cost, including but not limited to delay damages or loss of profits, for either the original or the replacement Fire Features or parts, unless expressly required by state law. This limited express warranty does not cover damage caused by improper installation, shipping, accident, abuse, misuse, cleaning, third-party repairs, maintenance or modifications, or normal wear and tear.

Customer shall indemnify, defend and hold Arizona Fire Features, including its officers, directors, employees, agents, representatives, subsidiaries, and affiliates and each of them (collectively, “Affiliates”), harmless from and against any and all claims, causes of action, liabilities, costs, losses, expenses or damages of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses, and any applicable fines or penalties) of every kind and nature whatsoever (collectively, “Claims”) arising from or connected with Customer or its Affiliates, subcontractors or independent contractors’: (1) negligent act or omission; (2) failure to leave sufficient clearance to combustibles or any other installation method that is inconsistent with applicable law, code or regulation or the instructions and guidelines provided by Arizona Fire Features or the applicable Fire Feature manufacturer; (3) the installation of a Fire Feature that is not suitable to the Project Specifications; and (4) Customer’s breach of this Agreement.

Customers, and their Affiliates, subcontractors and independent contractors operate as independent contractors and are not employees, agents, or representatives of Arizona Fire Features, nor are they in a partnership or joint venture with Arizona Fire Features. No right is given to the Customer to enter into any agreement or commitment in the name of or on behalf of Arizona Fire Features or to bind Arizona Fire Features in any respect whatsoever.

In the event any provision in this Agreement is declared by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be enforced to the maximum extent valid and enforceable and the other provisions shall not be affected but shall remain in full force and effect.

These Terms shall be governed and construed in accordance with the laws of the State of Arizona, without regard to conflicts of laws rules. In the event of any dispute between the Parties pertaining to this Agreement, the prevailing Party shall be entitled to their Attorneys’ fees.

Customer agrees that all funds owed to Arizona Fire Features from anyone or received by Customer, to the extent those funds result from Fire Features supplied by Arizona Fire Features, shall be held in trust for the benefit of Arizona Fire Features (“Trust Funds”). Customer may commingle Trust Funds, but agrees it has no interest in Trust Funds held by anyone except to promptly account for and pay to Arizona Fire Features all Trust Funds in accordance with applicable payment terms.

Arizona Fire Features shall not be liable for delay or failure in performance arising from any act of God or nature, strike, labor disruption, government action, materials shortages, or other cause not within its control.

In the event Arizona Fire Features decides, in its sole discretion, to deviate from any of these Terms, such exception must be in a signed writing and shall apply only to the limited circumstance and limited time for which it was granted and shall not be construed as a waiver of Arizona Fire Features’ right to strictly enforce any provision thereafter.

Customer shall maintain and/or its Affiliates, subcontractors or independent contractors that install Arizona Fire Features’ products shall maintain Commercial General Liability (“CGL”) insurance coverage with minimum limits of at least $1,000,000 per occurrence / $2,000,000 general aggregate and provide Arizona Fire Features with certificates of insurance evidencing such coverages upon request.