Terms of Sale
The sale of goods by Flint Hills Design, LLC dba Upland Exhibits® (“Seller”) is subject to the terms and
conditions contained herein. The terms and conditions contained herein take precedence over any terms and
conditions which are proposed by a buyer of goods (“Buyer”) whether contained on a purchase order or otherwise.
The terms and conditions contained herein, together with any quotation delivered by Seller to Buyer (the
“Quotation”), is the entire contract between the Buyer and Seller and shall supersede any and all other
agreements and understandings between the parties with respect to the subject matter hereof. Seller
hereby rejects any and all terms or conditions proposed by Buyer, whether or not contained in any of Buyer’s
business forms (including any purchase order).
Prices
All prices for goods are F.O.B. Destination. Unless otherwise set forth in the Quotation the prices for goods
will be the prices in effect on the date of shipment. All prices are stated in United States Dollars and do not
include taxes unless stated in the Quotation.
Terms of Payment
Unless otherwise stated in the Quotation, orders require a 50% deposit in order to start production. Payment in
full is required before an order ships.
Cancellation or Modification of Orders
Orders shall not be subject to cancellation or modification by Buyer in whole or in part (a) without Seller’s
written consent and (b) payment of a reasonable cancellation charge for applicable costs of purchased materials
and engineering costs incurred or for which Seller is obligated prior to cancellation or modification.
Notwithstanding the foregoing, Buyer may not cancel or modify the order under any circumstances, if special or
custom products are ordered from Seller.
Delivery
Unless otherwise agreed in writing by the parties, Seller reserves the right to select the mode of transport and
the identity of the carrier. Neither Buyer nor any consignee shall have the right to direct or reconsign any
shipment to any destination other than that specified in the bill of lading without Seller’s written consent.
Buyer shall be responsible to pay for all shipping and transportation costs.
Title and Risk of Loss
Title and risk of loss passes to Buyer upon delivery of the goods to Buyer.
Limited Warranty/Exclusive Remedy
Seller warrants that the goods are free from defect in material and workmanship at the time of shipment. Buyer
is solely responsible for determining the appropriateness of any goods purchased. If, after inspection of the
goods by Seller, the goods are defective then Seller will, at its option, repair or replace the defective good
or refund an appropriate portion of the purchase price for the defective good. Seller shall have no obligation
with respect to any defect in any of its goods unless it is notified within thirty (30) days after shipment of
the goods stating the full particulars of the claim. Seller shall have the right to inspect the goods alleged to
be defective on Buyer’s premises or, at Seller’s request, at Seller’s designated facility. The remedy of repair,
replace or refund provided for herein is the sole and exclusive remedy of Buyer for a defective good. THE
FOREGOING WILL BE THE SOLE AND EXCLUSIVE REMEDY OF BUYER WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND SELLER
WILL NOT BE LIABLE FOR INJURIES OR DAMAGES TO PERSONS OR PROPERTY RESULTING FROM ANY CAUSE WHATSOEVER. THIS
LIMITATION APPLIES TO ALL GOODS DURING AND AFTER THE WARRANTY PERIOD. IN NO EVENT WILL SELLER BE LIABLE FOR
DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR COMMERCIAL LOSSES,
EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. To the extent the limitation or exclusion of
liabilities or damages contained herein is not permitted under applicable law, this limited warranty will apply
to the maximum extent allowed by applicable law.
Disclaimer of other Warranties
THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS OR
LIABILITIES OF SELLER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. ALL OTHER WARRANTIES ARE DISCLAIMED AND EXCLUDED BY SELLER.
Limitation of Warranty
Seller assumes no warranty liability with respect to defects in any goods caused by: (a) improper installation
or maintenance of the goods; (b) repairs or modifications to the goods by anyone other than Seller or its
authorized agent; or (c) negligent or other improper use, handling and/or storage of the goods. Seller does not
make any warranty and assumes no warranty liability for goods that are not manufactured by Seller. No agent,
distributor or representative is authorized to make any warranty repair on behalf of Seller or to assume for
Seller any other liability in connection with any Seller’s goods.
Buyer Intellectual Property
If words, symbols, logos, or designs are provided to Seller by Buyer for printing, decaling, stamping, cutting,
or engraving on a particular good then the Buyer represents that the words, symbols, logos, and designs are
either in the public domain or are the property of Buyer and do not infringe on the trademarks, copyrights, or
other intellectual property rights of others.
Seller Intellectual Property Any legally protectable works, ideas, discoveries, inventions, patents, products, or other information
developed in whole or in part by Seller in connection with the modification of goods for Buyer will be the
exclusive property of Seller. Upon full payment of fees due, Seller hereby grants to Buyer a perpetual and
worldwide license to use the modified goods for the intended purposes.
Force Majeure
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, or lock-outs. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Termination
In addition to any remedies that may be provided under these terms, Seller may terminate this Agreement or any
Order for which partial shipment has been made with immediate effect upon written notice to Buyer, if Buyer: (i)
fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of
these terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or
has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the
benefit of creditors.
Confidential Information
All non-public, confidential or proprietary information of Seller, including, but not limited to,
specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer
lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or
accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise
identified as “confidential,” in connection with this Agreement is confidential, solely for the use of
performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing.
Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller.
Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to
information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully
obtained by Seller on a non-confidential basis from a third party.
Assignment
Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the
prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and
void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
Limitation of Actions
Notwithstanding any contrary statute of limitations, any cause of action for any alleged breach of this
agreement by Seller shall be barred unless commenced by Buyer within one year from the date of shipment.
Relationship of the Parties
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or
other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party
shall have authority to contract for or bind the other party in any manner whatsoever.
Third Party Beneficiary
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity
any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Applicable Law
This Agreement shall be governed by the laws of the State of Kansas.
Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.