Big Timber

We host this at LiveChannel because we can’t transfer you to Big Timber until you have agreed to the transfer terms. This Terms of Use was last updated on LiveChannel on 11/27/2023.

Big Timber Terms of Use (from costco.bigtimberstructures.com)

PAYMENT, CANCELLATIONS, SHIPPING AND DELIVERY, FORMS OF PAYMENT

(A) Payment. The Client (“Client”) agrees to pay Backyard Products LLC DBA Big Timber (“Big Timber”) in accordance with the following (“Payment Terms”):

(i) Un-Permitted Units: 100% payment due in full at time of Order.

(ii) Permitted Units: Unless otherwise agreed to in writing with Big Timber, the following payment schedule is required to install the Order:

  1. In your Cart, Select the Invoice option
  2. Initial 50% deposit due at time of Order (Minimum $7,500)
  3. Final 50% due 14 calendar days prior to the Scheduled Install Date

* Client’s Order will NOT ship until Big Timber receives full payment

Failure to comply with the Payment Terms may result in the loss or exclusion of any promotional discounts extended by Big Timber as part of the Price (see below), including but not limited to free shipping, product discount or any other promotional offers. Failure to pay per the Payment Terms may also result in the delay of the shipment/Install. Interest shall accrue on any past due sums at the greater of 18% A.P.R. or the highest interest rate allowed by applicable law. Big Timber is not responsible for any impacts related to such delay, and reserves all applicable lien rights.

Order pricing is subject to change if Product is not Installed within two (2) months of Order date for un-permitted Order, or within eight (8) months for permitted Order.

(B) Cancellations. Cancellations may be made in writing to Email: support@bigtimberstructures.com  within 48 hours of time an Order is received by Big Timber. Any cancellation made 48 hours or more from the time the Order is received by Big Timber shall be subject to a minimum $1,500.00 cancellation fee plus any costs incurred by Big Timber related to the Order, including any design or material costs. Any approved refunds shall be processed within thirty (30) days from the date Big Timber receives, in writing, the Order cancellation request.

(C) Forms of Payment. Work shall not begin on any Order until funds have cleared. Big Timber accepts major forms of payment including wire transfers, debit cards and credit cards.

(D) Shipping & Delivery. Product is packaged/palletized in a warehouse and is intended to be offloaded by hand. The certified installation crew will offload the pallets from the truck.

(i) Damage to Product during shipping or receiving may occur. If Client notices damage upon delivery notify Big Timber immediately.

(ii) Delivery of Product shall occur to a PUBLIC street or other public right of way nearest to the Premises, as identified by the delivery company. Big Timber cannot guarantee, and is not responsible for, movement of the Product through the Client’s private property between the delivery location and the building pad, except as specifically identified in these Terms and Conditions. Certified Installation does include movement of Product within 100 feet from delivery location, assuming there are no obstructions, steps, or significant grade changes along the travel path.

  1. ORDERS

It is the Client’s responsibility to confirm the Order meets all applicable local codes, regulations, or rules. Orders remain in a pending/hold status until acknowledged and accepted in writing by Big Timber and Big Timber has received a valid form of Payment. Big Timber acceptance of Client’s Order is expressly conditioned upon Client’s acceptance of the Terms and Conditions herein. Any modification to the Terms and Conditions must be accepted by Big Timber in writing.

Client understands and agrees that the Product delivered does not include any site clearing, grading, foundation, utilities, site preparation, steps, landings, decks, wheels, solar, electrical, mechanical, plumbing, or any other materials or work product not specifically defined in the Order. Such additional work shall be provided separately by Client.

*Note: Big Timber designs and products are based on residential codes and requirements. If a project is intended to be for commercial use or access, additional costs and design services may apply in order to comply with commercial accessibility or code requirements. Standard Big Timber pricing does not include such additional costs and shall be quoted separately by Big Timber.

  1. PRICES AND QUOTATIONS

Unless specifically agreed to in writing in advance by Big Timber, all Product pricing shall be Big Timber list prices in effect at the time Client’s Order is received (the “Price”). The Price does not include sales or other applicable taxes. In addition to the Price, Client agrees to pay (either directly to the appropriate governmental entity or to Big Timber) any sales or other tax due under any applicable law. Changes to Client’s Order may result in Price changes including, but not limited to, changes as a result of permitting and engineering specifications required by local building or other codes.

Big Timber may alter materials or services offered if any materials, fixtures, or other products used in fabrication or installation are discontinued or are otherwise unavailable for any reason. Big Timber will notify the Client promptly if such alterations are necessary.

Client shall be responsible for costs associated with any product or design changes required as a result of building department plan review or other Authorities Having Jurisdiction (“AHJ”) requirements.

  1. INSTALLATION SERVICES

(A) Certified Installation Service. Client purchases Big Timber Certified Installation Service (“Certified Installation”), Client authorizes Big Timber to do the following on Client’s behalf:

(a) Issue a work order for Certified Installation to be performed by a third-party independent contractor (licensed when legally required) certified by Big Timber (“Certified Installer”), at Big Timber’s sole discretion.

(c) Inspect the Certified Installer’s work should Big Timber, in its sole discretion, choose to do so. Client agrees that Big Timber has no obligation to perform on-site inspection.

(d) Pay the Certified Installer after the completion of the Certified Installation and after receipt of a completion certificate, signed by Client or on Client’s behalf, stating that the Certified Installation has been satisfactorily completed (the “Certificate of Completion”). When part of a larger project, Certified Installation may be deemed complete prior to the Client receiving a final Certificate of Occupancy.

(ii) When installation of the Product is complete, the Client and Certified Installer shall perform a final walk-through inspection and execute a Certificate of Completion. If Client is not available when the installation is complete, the Certified Installer shall perform a final walk-through inspection without Client and execute a Certificate of Completion on Client’s behalf. Big Timber will rely on the Certificate of Completion (whether signed by Client or the Certified Installer on Client’s behalf) in paying the Certified Installer for installation.

(iii) The Certified Installer is an Independent Contractor. CLIENT AGREES THAT THE CERTIFIED INSTALLER SHALL PERFORM THE INSTALLATION ACTING AS AN INDEPENDENT CONTRACTOR AND THAT BIG TIMBER SHALL HAVE NO LIABILITY FOR ANY ACT OF THE CERTIFIED INSTALLER. CLIENT FURTHER UNDERSTANDS AND AGREES BIG TIMBER DOES NOT GUARANTEE ANY TIMEFRAMES ASSOCIATED WITH INSTALLATION AND DEFERS TO CONTRACTOR’S SCHEDULE WHEN PLANNING CERTIFIED INSTALLATION.

(iv) Services Not Included. Unless otherwise agreed to by Big Timber in writing, Client agrees that the Price for Certified Installation does not include architectural/engineering services, permit submittal fees (permit running), permit fees, plan review fees, impact fees, foundation work including site preparation or structural changes to the land upon which the Product will be installed (the “Premises”) or any other services beyond the ordinary and routine installation of the Product.

(e) Travel Distance. Big Timber’s network of third-party contractors is limited. Client agrees that additional fees and trip charges may apply for Certified Installation, including lodging, mileage, meals, fuel, or other costs, if the location of the Premises requires a one-way commute of further than 100 miles (“travel distance”) or forty-five (90) minutes (“travel time”). All such additional fees or charges are the sole responsibility of the Client, and shall be paid directly to Big Timber.

(C) Client’s Responsibilities

(i) Client represents and warrants that Client’s Premises is free and clear of debris and vermin, and that any pre-existing physical or environmental hazards or building/zoning code violations are remediated prior to installation.

(ii) Client represents and warrants that, if the Product will be installed on an existing concrete slab, the concrete slab is both square and level, with variations no greater than one quarter of one inch (1/4″) per every 10 feet. Big Timber may, at its sole discretion, elect to delay installation of the Product until the concrete foundation is square and level. Big Timber or its Certified Installer are not responsible for defects in existing foundations, or for verifying the existing foundation is suitable to support the weight of the Product. Client is responsible for any design, engineering, labor, or material costs associated with connections to existing foundations. Client is also responsible for ensuring that any concrete flatwork, pavers, landscaping material, or dirt outside of the existing foundation is at least eight inches (8”) below top of foundation.

(iii) Big Timber or its Certified Installer are not responsible for defects in existing foundations, or for verifying the existing foundation is suitable to support the weight of the Product. Client is responsible for any design, engineering, labor, or material costs associated with connections to existing foundations.

(iv) Client represents and warrants that any security system at the Premises will not interfere with performance of the installation.

(v) Client shall facilitate the location of utility lines and identifying property lines, and shall ensure there are no power lines, cable lines, trees, or other obstructions.

(vi) Client agrees not to impede the delivery of the Product including, but not limited to, moving cars, objects or any other personal property that may be an obstruction.

(vii) Client agrees to provide the Certified Installer with access to the Premises during working hours, and Client also agrees he/she may be responsible for rental costs associated with sanitary facilities, disposal, material protection, or other items.

(viii) Client agrees to provide temporary power to the Premises for construction.

(ix) Client agrees not to allow unattended minors or other observers at the Premises while the Certified Installer is present.

(x) Client agrees to control and keep pets away from the Premises. Big Timber is not
responsible for injuries or property damage associated with pets interacting with the
Product.

(xi) Client agrees that the Premises has clearance of at least three (3) feet from foundation on each side, and three (3) feet above highest point of roof. Client may incur additional costs if there are any obstructions or debris within three (3) feet of the foundation or roof location. Additional charges may apply for elevated work, or any other site conditions that impede the Certified Installer from installing the Product.

(xii) Client agrees to obtain any permits required by local, state, or federal codes or regulations at its sole cost and expense, and shall keep any permits on display at all times. In the event that the Certified Installer determines that a building permit is necessary and Client has not obtained a building permit, or Client has obtained a building permit but the building permit is deficient, the Certified Installer and Big Timber may suspend Installation until the appropriate building permit is issued. Neither Big Timber nor the Certified Installer shall have any obligation to confirm that Client has an appropriate building permit. Client shall bear any costs associated with suspension of work including, but not limited to, de-mobilization and re-mobilization of tools, equipment, or labor, or moving or demolishing the Product.

(xiii) Client agrees that if Client or any of its agents/dependents interferes with, or delays, performance of the Certified Installation, Client may be subject to additional transportation or storage charges, or other resulting charges.

(xiv) Any condition of the Premises that is not in the condition represented or promised by Client, or any other condition that is not as represented, agreed to or promised by Client above, shall be deemed an “Unfit Condition” (as further defined in Section 4(a) below).

(xv) Client is responsible for obtaining any necessary HOA approvals, and is fully liable for any property constraints (such as easements, setbacks, building separation, etc.) that may impact the Product location.

(xvi) Client shall be responsible for any cost impacts related to AHJ inspections, or Certified Installer down time related to such inspections or associated work.

(D) Unfit Conditions. The Price for Certified Installation assumes structurally sound existing sub-structures, sub-grade (soils conditions), or other site conditions. If any condition is not as represented or promised by Client as set forth above, or if there are any defective existing conditions, weaknesses, or other dangerous conditions including, but not limited to, being out of level, being out of square, mold, mildew, rot, asbestos or infestation (collectively, “Unfit Conditions”), then Big Timber or the Certified Installer may, at its sole discretion, suspend any installation until such Unfit Conditions are remedied by Client to Big Timber’s satisfaction at Client’s sole expense. Otherwise, Big Timber may increase the Price by the cost and reasonable profit to Big Timber of having to provide additional products, services, and/or installation services as a result of the Unfit Conditions. If Big Timber elects to increase its Price, Client shall be required to execute a change order reflecting the Price change and shall pay the additional Price upon execution of the change order. In the event that Client does not execute a change order and pay the additional price upon execution of the change order, or if the Client does not correct all Unfit Conditions, then Big Timber shall suspend installation and shall be entitled to retain all monies previously paid by Client and shall have no obligation to restore the Premises to its original condition.

(i) Claims. Client agrees that any claim against Big Timber or the Certified Installer relating to Client’s purchase or the Certified Installation must be made to Big Timber or the Certified Installer within thirty (30) calendar days of the date Client first becomes aware of the issue, or such claim will be deemed waived. Big Timber will attempt resolution of any claim(s) within sixty (60) calendar days of receipt of Client’s notice. Big Timber is not liable for any work not included in the Order.

(ii) CLIENT AGREES TO PROVIDE BIG TIMBER WITH THE EXACT LOCATION REQUIREMENTS AND ORIENTATION FOR PURCHASED PRODUCTS PRIOR TO INSTALLATION. PRICES QUOTED BY BIG TIMBER FOR INSTALLED PRODUCT ASSUME A LEVEL WORK AREA NOT MORE THAN 100 FEET FROM THE POINT OF DELIVERY. IF THE LOCATION, ORIENTATION, OR ANYTHING ELSE RELATED TO THE PRODUCT CHANGES DURING INSTALLATION, CLIENT SHALL BE RESPONSIBLE FOR ANY ADDITIONAL COSTS ASSOCIATED WITH SUCH CHANGES. CLIENT IS RESPONSIBLE FOR CONFIRMING ALL PROPERTY LINES, SETBACK REQUIREMENTS, SUB-GRADE/SOILS CONDITIONS, OR OTHER APPLICABLE PROPERTY CONDITIONS.

  1. E) Punch List / Completion. For orders that include Certified Installation, upon completion the Client is entitled to one (1) punch list with reasonable items for Certified Installer to remedy. Reasonable items included in the punch list shall be agreed upon by the Client and Certified Installer, and may reference the National Association of Home Builders (NAHB) Residential Construction Performance Guidelines, if necessary. The punch/completion walk shall occur within 24 hours of final completion, or as otherwise agreed upon by Certified Installer and Client. If Client is not available within 24 hours of final completion, and no other punch walk schedule has been agreed upon by Certified Installer and Client, Certified Installer may sign the completion certificate without Client present. Certified Installer shall have one (1) week to complete punch list items. After the punch list is complete, any additional work requested by Client that is not considered a warranty claim shall be billed to Client at Certified Installer’s billable rates.
  2. F) Big Timber is NOT liable for issues caused by local/jobsite conditions such as termite infestations, mold growth, tree debris or ice buildup on the roof, improper site drainage, improper foundation placement, corrosive ocean air, or other exposure to natural elements.
  3. PERMITS AND DESIGN

In the event Client’s Product requires a permit, Big Timber offers a flat rate – $1,850.00.00 to create a full set of documents (“Plan Set”) including a site plan, structural drawings and calculations, and (when necessary) a stamp from a licensed third-party structural engineering firm. If Client purchases this Plan Set, Client authorizes Big Timber on Client’s behalf to provide Client or authorized third party agent with the Plan Set to assist Client in obtaining a permit from Client’s local building department. Client’s purchase of the Plan Set authorizes Big Timber to make design decisions on Client’s behalf. Client shall be responsible for paying any permit fees, plan review fees, impact fees, or application fees and taxes to the appropriate governmental agency. If Client does not purchase the Plan Set, and the Product requires a permit or Product modifications to meet municipal codes, Client will be charged on an hourly basis plus any engineering fees (if applicable) and any Product change fees as outlined in Section 3 (Prices and Quotations).

*Plan sets are NOT available for as-built Product.

Client shall be responsible for financially and managerially supporting any additional requirements, if necessary, and shall provide Big Timber any applicable information to support the design and Plan Set. Additional requirements include, but are not limited to, site survey, arborist reviews, geotechnical or soil report, and/or energy consultations or inspections. These additional requirements may also result in an extended project schedule.

While engineered plans can validate the structural integrity of the Product, Client understands that local, regional, state, or federal regulations are updated regularly, and Big Timber does not guarantee that its Plan Set will be approved without comment by the AHJ. Big Timber recommends obtaining all required permits prior to beginning any portion of the Work. If Client fails to obtain all required permits prior to commencing installation of the Product, Client is solely responsible for all resulting fees, expenses, or other costs, including all costs incurred by Big Timber or the Certified Installer, and also for any schedule impacts.

Big Timber will not accept any liability related to any decision to build a structure without a permit when a permit is required. Further, Big Timber cannot guarantee support related to additional engineering, demolition, fines/fees, or any other impacts if a local, regional, state, or other AHJ requires or requests any details or plans related to a building being constructed without a permit. This is regardless of the Big Timber product being purchased with the engineered plans, and regardless of being built per the plans.
Client may be required to pay additional fees and/or a design retainer if a Client’s Order requires custom or enhanced design. These additional design costs shall be quoted individually and added to the Order, and must be paid prior to any such work commencing.
Changes to permitted projects after Client receives the Plan Set, resulting from plan review comments or as requested by third parties, may be subject to additional design/engineering and resubmittal fees, as well as additional plan reviews resulting in an extended schedule.

  1. DELIVERY AND FORCE MAJEURE

Any shipping, delivery, or installation dates provided by Big Timber or Certified Installers are estimates only, and Big Timber does not guarantee that the Product will be shipped, delivered, or installed in accordance with such estimates. Without limiting the generality of the foregoing, Big Timber may delay delivery of the Product without any liability as a result of any delay caused by events outside Big Timber’s reasonable control including, but not limited to, work stoppages, labor difficulties, Big Timber’s inability to obtain necessary materials, components, labor, or manufacturing facilities, or anything else that would in any way impair Big Timber’s ability to deliver the Product in the quantities ordered at the prices quoted. Big Timber shall not be responsible for non-performance or delay as a result of acts of God, war, strikes, riots, pandemic or other public health crisis, weather, vendor back-orders or delays, or any other unforeseen condition or event beyond its control.

QUOTED SHIPPING RATES ARE FOR MAJOR METROPOLITAN AREAS; SURCHARGES FOR RURAL OR LIMITED ACCESS DELIVERIES MAY APPLY AND WILL BE COMMUNICATED TO CLIENT PRIOR TO SHIPMENT.

  1. SHIPMENT AND TITLE

Client is deemed to have received the Product when Client picks up the Product from Big Timber’s warehouse or upon delivery of the Product to Client’s delivery address. Big Timber shall bear all risk of loss and casualty to the Product until such time as the Product has been received or deemed to have been received by Client. Client shall bear all risk of loss and casualty to the Product after the Product has been received or deemed to have been received by Client. If the Product is delivered to Client’s delivery address, Client is solely responsible for, and will insure against, loss or casualty incurred during and after the unloading process at such location. Client is solely responsible to inspect the Product upon receipt for any visible damage incurred during shipping before signing off with the delivery service. If upon inspecting the shipment Client notices visible damage, Client shall notify Big Timber immediately. Adhering to freight law, Big Timber prohibits the rejection of any and all pieces, damaged or undamaged. In the event of concealed damage, Client shall notify Big Timber immediately when such damage is observed. Upon signing the delivery documents, Client is solely responsible for the Product and any and all costs associated with the Product, with the exception of concealed damage. Big Timber strongly recommends discussing insurance recommendations with your insurance agent prior to receipt of product.

  1. RETURNS

After shipment, Product may be returned to Big Timber only with the prior written authorization of Big Timber, and in Big Timber’s sole discretion. If Big Timber authorizes a return, a return authorization number will be assigned to Client by Big Timber. Any returned Product shall be subject to a minimum restocking fee of 30% of the purchase Price. Client will also be responsible for all return shipping costs and labor to re-package any Product.

  1. LIMITED WARRANTY

Big Timber warrants to the original purchaser of the Product that, should there be any defects in the Product material or workmanship during the initial 12 months (one calendar year) from Client’s receipt of the Product, Big Timber will either repair or replace the covered defects. After the initial 12-month period, manufacturer warranties shall apply per the manufacturer warranty terms. Visual imperfections outside the Product’s standard manufacturing and quality specification parameters including scratches, blemishes, or other imperfections, unless readily observable more than six (6) feet away, are not covered. Client must notify Big Timber of any claim of defects in the material or workmanship within twelve (12) months after Client’s receipt of the Product. Such notice must be in writing via Email: support@bigtimberstructures.com, setting forth specifically the basis for the claim, and must include photographs of the defect(s). Failure to satisfy the requirements above shall constitute irrevocable acceptance of the Product. All warranty claim notices must be filled out via Email: support@bigtimberstructures.com. This warranty provides the Client specific legal rights. (Client may also have other rights which may vary depending on state in which he or she resides). Failure to follow the Construction Manual (also known as Installation Guide) or any related instructions or drawings, or any abuse or misuse of the Product including unauthorized alterations, shall immediately void this Limited Warranty. Big Timber is not responsible for damage caused by the location of the Product on or over inappropriate soils or terrain, where manufacturer warranties are excluded or do not apply, or by the use of improper replacement parts. Big Timber is not liable and expressly disclaims all liability for damages due to misuse, using the Product for other than what’s specified in the Order or what’s allowed by applicable codes, neglect, improper maintenance or adjustments, and normal wear and tear of the Product. Big Timber also is not liable for damages related to use of an un-permitted unit when a permit is required. Big Timber reserves the right to change and/or improve the design and/or specifications of the Product without notice or obligation to modify previously produced units. No installation or other instructions, advice, Product information, or marketing materials, whether oral or written, obtained by Client at any time from Big Timber or any vendor or retailer of Big Timber Product shall create any Big Timber express warranty not expressly stated in this Section.

Big Timber is not responsible for corrosion on any metal components (e.g. metal roof, drip edge, metal trim, door hardware, etc.) if Product is installed closer than 1,100 yards (5/8 mile) to any body of salt water.

BIG TIMBER MAKES NO EXPRESS WARRANTIES EXCEPT AS STATED IN THIS SECTION. ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL TERMINATE THREE HUNDRED SIXTY-FIVE (365) DAYS FROM CLIENT’S RECEIPT OF THE PRODUCT. (SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT.)

  1. INDEMNIFICATION

Client agrees to defend, with counsel approved by Big Timber, all actions against Big Timber, its officers, directors, managers, shareholders, members, employees, agents, beneficiaries, successors, and other representatives (the “Indemnified Parties”) with respect to, and to pay, protect, and indemnify and hold harmless all Indemnified Parties from and against, any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands, or judgments of any nature arising from or relating to the injury to or death of any person, or damage to or loss of property, caused by or incurred in connection with Client’s use or misuse of the Product.

LIMITATION OF LIABILITY. IN NO EVENT SHALL BIG TIMBER BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE THESE TERMS AND CONDITIONS OR CLIENT’S PURCHASE OF PRODUCT (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY), EVEN IF BIG TIMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BIG TIMBER’S AGGREGATE LIABILITY WHETHER IN CONTRACT, WARRANTY, OR TORT, INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE, OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, EXCEED THE PRICE PAID BY CLIENT TO BIG TIMBER.

(Certain state laws do not allow the exclusion or limitation of certain damages. If these laws apply, some or all of the above exclusions or limitations may not apply to Client, and Client may have additional rights to those contained herein. In such states, Big Timber’s liability is limited to the greatest extent permitted by law.)

  1. TRADEMARKS AND TRADENAMES

Client acknowledges and agrees that all brand names, trade names, and trademarks incorporated onto or associated with the Product (collectively, the “Marks”) purchased hereunder are the exclusive property of Big Timber and that Client shall not acquire any rights in any of the Marks by purchasing the Product. Client shall not make any use of the Marks at any time except as otherwise authorized by Big Timber in writing.

  1. PROPRIETARY INFORMATION / NON-DISCLOSURE

Client acknowledges and agrees that any knowledge or information, including drawings, designs, specifications, plans, and data, that Big Timber may have disclosed or may hereafter disclose to Client incident to the placing and filling of an Order shall, at all times, remain the exclusive property of Big Timber, and Client shall acquire no interest in, or right with respect to, such proprietary information unless otherwise stated in writing by Big Timber. Client further acknowledges and agrees that such proprietary information constitutes valuable, special, and unique business assets of Big Timber and that Client shall not now, or at any time in the future, use any such information in any manner or disclose any such information to any person or entity, except as expressly permitted in writing by Big Timber.

  1. GOVERNING LAW AND JURISDICTION

ALL MATTERS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR CLIENT’S PURCHASE OF PRODUCT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS OR RULES. EXCLUSIVE JURISDICTION OVER AND VENUE OF ANY SUIT WILL BE IN THE STATE COURTS LOCATED IN ELLIS COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF TEXAS LOCATED IN DALLAS, TEXAS. WHERE APPLICABLE, ARBITRATION SHALL BE GOVERNED BY “EXHIBIT B – ARBITRATION AGREEMENT”.

  1. ENTIRE AGREEMENT

These Terms and Conditions together with the Order constitute the parties’ entire agreement relating to the subject matter hereof and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to such subject matter. No modification to these Terms and Conditions will be binding unless in writing and signed by each party.

  1. NO WAIVER

No waiver of any provision of these terms and conditions or delay by either party in enforcement of any right hereunder shall be construed as a continuing waiver or create an expectation of non-enforcement of that or any other provision or right.

  1. SEVERABILITY

In the event any provision herein should be held unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so that it will be enforceable to the fullest extent permitted by law, and all remaining provisions shall continue in full force without being affected, impaired, or invalidated thereby in any way.

  1. NO ASSIGNMENT

Client agrees that Client may not assign or transfer any of Client’s rights arising out of or related to these terms and conditions or Client’s purchase of Product.

  1. ATTORNEYS FEES

Client agrees that if Client fails to timely pay to Big Timber any sums due hereunder and Big Timber sues to collect such sums, Client shall be liable for reasonable fees, including but not limited to, collection fees and any attorney’s fees incurred by Big Timber.

Client hereby agrees to Order the Product at the stated costs and has read and agrees to the TERMS AND CONDITIONS, incorporated herein under this reference. Client understands and agrees that Big Timber reserves the right to change, discontinue or substitute materials as may be deemed necessary to properly fulfill the Order.