TERMS AND CONDITIONS OF SALE

By accepting a quote from Tier 1 Off-Road, LLC d/b/a SAS Off Road (“SAS”), by paying a deposit, or by acknowledging acceptance of these Terms and Conditions of Sale (the “Terms”), the customer (“Customer”) acknowledges and agrees that these Terms  apply to any labor performed and/or parts supplied by SAS to Customer. These Terms constitute a binding agreement between SAS and Customer. 

1. Quotes and Pricing.SAS is not obligated to accept any job, and SAS reserves the right to refuse service for any reason. Each quote will typically specify the following: labor, parts, pricing, and estimated completion timeframe. Pricing and product availability are subject to change at any time prior to quote acceptance. Quoted prices expire after 21 days. Any quoted or estimated scope of work, pricing, or completion timeframe in a quote is subject to change based on the  findings of SAS’s initial inspection, the actual scope of work needed, and availability of parts and materials. Customer may accept a quote verbally or in writing.
   
2. Deposit. Upon Customer’s acceptance of a quote, a 50% non-refundable deposit is required to schedule your build. The deposit is based on 50% of the estimated final cost, which is subject to change. The deposit is due at the time of quote acceptance. Failure to pay the deposit within 21 days of initial quote issuance will, in SAS’s discretion, void the quote.
   
3. Taxes and Fees. Customer is responsible for all applicable sales taxes in accordance with state law. SAS charges a 1% processing fee on ACH transactions and a 3.5% technology fee for credit card transactions. In addition, Customer is responsible for restocking fees, storage fees, late interest, and all other fees and charges described in these Terms (as applicable). 
   
4. Payment. Payment is due in full, by cash, credit, or ACH, upon delivery/completion of the job. SAS WILL NOT RELEASE THE VEHICLE TO CUSTOMER BEFORE FULL PAYMENT. Except as provided in Section 12 (parts-only sales), ALL SALES ARE FINAL. Any unpaid balance that is past due may be charged interest at a rate equal to the lesser of 12% per year or the maximum lawful rate that may be charged. 
   
5. Price Match. SAS offers a price match on identical parts offered by a competitor in the same line of business as SAS (e.g., tire shops are excluded) located with a 30-mile radius of the SAS shop. Customer must present a written quote from the qualifying competitor dated within the last 14 days.
   
6. Cancellation. If Customer cancels a job for any reason after accepting the quote and paying the deposit,  Customer will forfeit the entire deposit (which is non-refundable), plus Customer will be responsible for a 25% restocking  fee on parts, any freight costs incurred by SAS to return parts from cancelled orders, and all fees for labor performed by SAS  prior to Customer’s cancellation. In some cases, parts returns may be disallowed by the manufacturer due to the passage of time or items having been on promotion, in which case Customer is responsible for the full cost of the parts. Customer agrees to pay all cancellation fees and charges described in this paragraph within two business days after SAS notifies Customer of the fees and charges. SAS WILL NOT RELEASE THE VEHICLE TO CUSTOMER BEFORE FULL PAYMENT.
   
7. Rescheduling. Once a job is scheduled, Customer will be allowed to reschedule once with no additional charge. Upon the second rescheduling and any subsequent rescheduling, SAS will charge Customer a $75 reschedule charge.
   
8. Risk of Loss; Storage Fees; Damage. SAS is not an insurer of Customer’s vehicle, and Customer must maintain appropriate insurance for the full replacement value of the vehicle while it is in SAS’s possession or control, at Customer’s sole cost and expense. All risk of loss or damage to the vehicle remains with Customer at all times. If Customer fails to pick up the vehicle within one business day after receiving notice that the job is complete and the vehicle is ready for pickup, SAS will charge Customer a $30 per day storage fee. Furthermore, SAS is not responsible for any damages, theft, or loss of property arising from outdoor storage. 
   
9. Mechanic’s Lien and Right to Retain Vehicle. Customer acknowledges and agrees that, pursuant to Chapter 70 of the Texas Property Code, SAS will have a mechanic’s lien on the vehicle for the amount of all labor, parts, materials, towing, storage, and related charges incurred in connection with the services provided. Customer expressly grants SAS the right to retain possession of the vehicle until all charges are paid in full. Customer understands that failure to pay such charges may result in SAS enforcing its lien rights, including the right to sell the vehicle at public sale in accordance with applicable Texas law. If the vehicle is released prior to full payment, or if payment is stopped or dishonored, Customer agrees that SAS retains a lien to the extent permitted by law and may take any actions necessary to perfect and enforce such lien, including repossessing the vehicle and filing required notices or documents. Customer agrees to pay all reasonable costs of collection, including storage fees, administrative costs, notice costs, and attorney’s fees incurred by SAS in enforcing its rights. Customer represents that Customer is the legal owner of the vehicle and is authorized to approve the services and grant the lien described herein.
   
10. Limited Labor Warranty; Exceptions and Exclusions. The Labor Warranty is expressly subject to all of the requirements, terms, conditions, exceptions, and exclusions specified in this Section 10. For a period commencing on the date SAS completes the job and Customer picks up the vehicle, and ending upon the earlier of 30 days or 1,500 miles thereafter (the “Labor Warranty Period”), SAS warrants that the work will be performed in a good and workmanlike manner (the “Labor Warranty”). The Labor Warranty is expressly contingent upon Customer returning to SAS for a 500-mile retorque service, and Customer’s failure to do so will VOID the Labor Warranty. If Customer believes that any portion of the work is non-conforming with the Labor Warranty, Customer must notify SAS in writing within the Labor Warranty Period and immediately (within one week or less) bring the vehicle in for SAS’s diagnosis. Customer will VOID the Labor Warranty if Customer takes the vehicle to any other shop or allows any other shop to work on the vehicle before bringing it to SAS for diagnosis. After inspection and diagnosis, if SAS determines that there has been a breach of the Labor Warranty, as Customer’s sole and exclusive remedy for a breach of the Labor Warranty, SAS will re perform the non-conforming work at SAS’s cost and expense within a commercially reasonable timeframe. Any work performed or re-performed by SAS within the Labor Warranty Period will not extend or restart the original Labor Warranty Period. Notwithstanding the foregoing, the Labor Warranty EXPRESSLY EXCLUDES any damage, defect, or non-conformance caused by or attributable to: (i) Customer’s or any third party’s misuse, modification, alteration, repairs, negligence, excessive harsh driving, racing, improper maintenance, or use that is not in accordance with the  manufacturer’s intended purposes; (ii) accident, fire, collision, or other casualty; (iii) part design defects, manufacturing defects, or defective parts/components supplied by third-party manufacturers; or (iv) parts supplied by Customer. The Labor Warranty is VOID on vehicles which have been previously modified or altered by another shop before coming to SAS, as there are likely to be latent or undetected problems that arise from the prior modifications/alterations, and SAS does not warrant that it can repair another shop’s work. The Labor Warranty is personal to Customer and is non-transferable.
    
11. Manufacturer’s Warranty on Parts. For any parts supplied and installed by SAS, Customer will receive the parts manufacturer’s warranty, as those warranty terms are specified by the applicable manufacturer. For any parts defects or other non-conformance to the manufacturer’s warranty, SAS will use reasonable efforts to assist Customer with a manufacturer’s warranty claim. For the avoidance of doubt, SAS has no warranty responsibilities with respect to parts  supplied by Customer.
    
12. Parts-Only Purchases; Return Policy. For parts-only purchases not involving labor or installation, SAS will allow returns and refund Customer’s purchase price (less shipping costs and any restocking fees charged by the  manufacturer) on new, unused, unopened parts, for 14 days after the date of purchase (unless Customer’s invoice specifies a different return window, in which case the return window on Customer’s invoice will govern). Provided however, there are no returns or refunds on special orders or discontinued items. SAS is not responsible for any loss or damages sustained while the parts are in transit.
    
13. Removed Parts Policy. When SAS removes parts from Customer’s vehicle, the parts become the property of SAS and may be scrapped. However, if Customer wishes to keep his/her original parts and notifies SAS in advance, SAS may assist Customer in placing the removed parts in the bed of Customer’s vehicle, at Customer’s sole risk. SAS is not responsible for securing the parts and/or any damage the unsecured parts may cause to Customer’s vehicle. If Customer  wishes to retain his/her parts, but is unable to do so at the time of delivery, Customer has 5 business days to take possession of the parts or the parts will be deemed abandoned and will become the property of SAS. 
    
14. Indemnification. Customer will indemnify and defend SAS against, and hold SAS harmless from, any and all claims, losses, damages, liabilities, and expenses (including, without limitation, court costs and reasonable attorney’s fees) resulting from or arising out of any third-party claim caused by Customer’s or any third party’s use or operation of the vehicle. 
    
15. DISCLAIMER. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS, SAS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A  PARTICULAR USE OR PURPOSE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SAS, OR ANY OTHER PERSON OR REPRESENTATIVE ON SAS’S  BEHALF, EXCEPT AS STATED IN THESE TERMS.
    
16. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SAS’S ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THE PROVISION OF PARTS OR LABOR BY SAS TO CUSTOMER WILL IN NO EVENT EXCEED THE PRICE PAID BY CUSTOMER FOR THE SPECIFIC PARTS OR LABOR OUT OF WHICH SUCH CLAIM OR LIABILITY AROSE. IN NO EVENT WILL SAS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, GOODWILL, BUSINESS, OR PRODUCTION) ARISING AT ANY TIME FROM ANY CAUSE WHATSOEVER, EVEN  IF SAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
    
17. Governing Law; Arbitration. These Terms, including all matters relating to the validity, construction, performance, and enforcement thereof, will be governed by the laws of the State of Texas, without giving effect to its conflict of laws provisions. Any controversy or claim arising out of or relating to these Terms or SAS’s provision of labor or parts to Customer will be resolved by binding arbitration conducted in Fort Worth, Texas under both the Federal Arbitration Act and the Texas Arbitration Act. Arbitration will be held before a single, neutral arbitrator. The arbitration will be conducted under the Texas Rules of Civil Procedure and the Texas Rules of Evidence, both to be relaxed and liberally interpreted for economy of the proceeding and convenience of the arbitrator, parties and witnesses. Strict rules of evidence will not be applied. Affidavits may be used to authenticate documents or establish uncontested facts. The arbitrator will confer with the parties or their attorneys and establish a schedule for the conduct of the proceeding and the date of the hearing. All pretrial matters may be conducted either in person in Fort Worth, Texas or by teleconference. The arbitrator will render a decision no later than 30 days following the conclusion of the arbitration hearing. The decision, which will be in writing and must be sufficient for a court to enter judgment on the award, will be delivered to the attorneys for each party. The parties will equally share the costs of the arbitration, including a court reporter, and will equally advance the arbitrator’s fees. The prevailing party in the arbitration will be entitled to recover from the other party reasonable and necessary attorney’s fees and reasonable and necessary court costs incidental thereto. The decision will be final and there will be no appeal.
    
18. Miscellaneous.
    (a) Customer may not assign any of its rights or obligations hereunder without the written consent of SAS.
    (b) No failure by SAS to take action on account of any default by Customer will constitute a waiver of any such default of Customer or any right of SAS hereunder.
    (c) If any provision of these Terms is held invalid or unenforceable, such provision will be deemed modified or severed (as applicable) to the extent necessary to render the same valid, and these Terms will be construed and enforced to the fullest extent permitted by law.
    (d) SAS will not be liable to Customer for any failure or delay due to any cause or occurrence beyond SAS’s control, including without limitation, unavailability of or delay in shipment or receipt of parts or materials, shortages, order backlogs, delays in transportation, fire, flood, severe weather, utility outages, strikes, work stoppages, compliance with any law or regulation, acts of God, or acts of terrorism. 
    

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