SALES CONTRACT & WARRANTY

This Sales Contract & Warranty (“Contract”) is entered into by Litespeed Racing Inc. (“Seller”) and the customer (“Buyer”) (collectively the “Parties”) identified in the Invoice to which this Contract is appended. 

1. Sale of Custom Wheels.  Seller agrees to manufacture and sell, and Buyer agrees to purchase custom wheels as described (“goods”) in the Invoice.  The wheels will be manufactured to the specifications stated in the Invoice.  Buyer is responsible for ensuring the specifications are accurate.  Seller is not responsible for verifying the fit to any vehicle, including, but not limited to, bolt pattern, brake clearance, and wheel offset.  

   1. Prior discussions, negotiations, estimates, and/or approximations related to the goods are not material terms to this Contract and not binding unless expressly stated in the Invoice.  Any specification for the goods not stated in the Invoice is deemed not to exist.

   2. Buyer acknowledges that the goods are custom-made specifically for Buyer and are not intended for resale.  As such, the goods have little to no market value outside of their intended use by the Buyer. The Buyer agrees that Seller shall not be liable for any inability to resell or otherwise dispose of the Goods.

2. Payment.  Buyer shall pay and is obligated to pay the total price for the goods covered by this Contract as specified in the Invoice once the order is accepted by Seller.  Buyer shall pay an initial non-refundable deposit to Seller.  Payment of the deposit shall be deemed acceptance of the order by Seller.  The Seller shall have no obligations under this Contract until the order has been accepted.  Unless otherwise stated in the Invoice, Buyer shall pay any outstanding balance within ten (10) days of notification that the wheels are available for delivery to Buyer.

   1. Buyer agrees and acknowledges that the non-refundable deposit shall not be subject to any credit card chargeback.  The Buyer acknowledges and agrees that once the deposit is made, it is considered earned by the Seller and will not be returned under any circumstances, including but not limited failure to complete the purchase.  The Buyer further agrees to waive any rights to dispute or initiate a chargeback through their credit card issuer for the deposit amount.

3. No Right to Cancellation.  Buyer acknowledges and agrees that once Seller has accepted an order, Buyer shall have no right to cancel.  All sales are final. Buyer waives any right to rescind, cancel, or otherwise terminate the purchase of the goods for any reason, except as may be expressly provided in this Agreement or required by applicable law. 

4. Delivery. 

   1. Shipment:  Unless the Parties agree to an In-Person Pick-Up (Section 4.2), Seller is authorized to send the goods to the Buyer by putting the goods in the possession of a carrier and make such a contract for their transportation.  Risk of loss and title to the goods shall pass to Buyer when the wheels are duly delivered to the carrier.  Repairs to products damaged during shipment shall be limited by any shipment insurance proceeds or additional payment by Buyer.

   2. In-Person Pick-Up:  Upon the mutual agreement of the Parties, Buyer may choose to take delivery of the goods at an agreed place of delivery.  Seller will put and hold the goods at Buyer’s disposition and give Buyer any notification reasonably necessary to enable Buyer to take delivery.  Tender shall be at a reasonable hour, and the goods will be kept available for a period reasonably necessary to enable Buyer to take possession.  Risk of loss and title to the goods shall pass to Buyer upon tender of delivery.

5. Inspection & Rejection.  Buyer shall have the right to inspect the goods before accepting them.  The Parties agree that Buyer will inspect the goods at Seller’s normal place of business during normal business hours, and as mutually agreed upon by the Parties.  Buyer’s right to rejection is limited to goods that fail to confirm with the specifications stated in the Invoice, or because of manufacturing defects.  Goods sold as a set (e.g., four (4) custom wheels) are not subject to a complete rejection unless each individual wheel in the set is nonconforming.

   1. Seller shall have the right, at its sole discretion, to either replace or repair the nonconforming goods.  Seller shall bear the costs associated with the replacement or repair of the nonconforming goods.  Buyer shall bear all costs associated with delivery of the non-conforming good to Seller.  The replacement or repair of the goods shall be completed within a reasonable time frame.  This right to cure is in addition to any other rights or remedies available to the Seller under this Agreement or applicable law.  

6. Limitation of Manufacturing Defects.  Each wheel is hand-finished.  Inconsistencies in the finish (e.g., orange peel, swirls) may result due to the nature of it being a hand finished product.  Such inconsistencies are not manufacturing defects.  Any surface of the wheels that is not visible when a tire is mounted on the wheel may have a “B level finish.”  Any inconsistency in a B level finish is not considered a manufacturing defect.  

   1. Variations in color and/or finish will not be considered a manufacturing defect.  Visual representations of color, metallic, or finish may not exactly match the finished product.  Seller shall not be liable for any discrepancies in the color, metallic, or finish of the goods delivered compared to the color specified in any samples, descriptions, or representations.  Seller cannot guarantee and assumes no liability that the goods will exactly match an image or a swatch.  Buyer acknowledges that variations in color may occur due to manufacturing processes, materials, or other factors beyond Seller’s control, and agrees that such variations shall not constitute a breach of this Contract nor a manufacturing defect.  Buyer is responsible for verifying the color and finish prior to placing an order.  

   2. Photographs, videos, and marketing material may have been edited to enhance the appearance of a product.  Seller shall not be liable for any discrepancies between the appearance of the product in such materials and the actual product, as these materials are for illustrative purposes only and do not constitute a warranty or representation of the goods’ actual condition or features.  Buyer acknowledges that these variations shall not constitute a breach of this Contract nor a manufacturing defect.

7. LIMITED WARRANTY.  Seller guarantees to the original consumer purchaser of the goods that it will repair or replace any manufacturing defect.  This guarantee is good for three (3) years from the date title conveys.  (See paragraph 4.)  THERE IS NO OTHER EXPRESS OR IMPLIED WARRANTY ON THIS PRODUCT.  Buyer shall be responsible for the delivery to Seller of any good(s) requiring warranty service.

   1. This Guarantee Does Not Extend to Consequential Damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

   2. Warranty Exclusion for Normal Wear and Tear.  Seller expressly disclaims any warranty, whether express or implied, for normal wear and tear of the goods.  Buyer acknowledges that normal wear and tear is not covered under any warranty provided by Seller, and the Seller shall not be liable for any defects or damages resulting from such normal wear and tear.  This exclusion applies notwithstanding any other provisions in this Agreement or any representations made by Seller or its agents.

   3. Warranty Exclusion: Seller expressly disclaims any and all warranties, whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, with respect to the goods when used for professional or commercial purposes.  Seller warranties only that its original designed wheel will meet or exceed the specified load test.  Any modifications to the Seller’s original design may alter the load the goods are capable of withstanding.  Buyer expressly acknowledges and agrees that any modifications to the Seller’s original design excludes the goods from any load guarantees and warranties.  This exclusion of warranties shall apply to the fullest extent permitted by law.

   4. Non-Assignment of Warranty.  Buyer acknowledges and agrees that any warranties provided by the Seller in connection with the sale of goods under this Agreement are personal to the Buyer and may not be assigned, transferred, or otherwise conveyed to any third party. Any attempted assignment or transfer of such warranties without the Seller's consent shall be null and void.

8. Limitation of Liability.  Notwithstanding any other provision of this Contract, Seller's liability for any claim, whether in contract, tort, or otherwise, arising out of or related to the custom goods sold under this Contract shall be limited to the replacement of the defective product or the refund of the purchase price paid by the Buyer, at the Seller's sole discretion. In no event shall the Seller be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, even if the Seller has been advised of the possibility of such damages.  This limitation of liability shall not apply to damages resulting from the Seller’s gross negligence or willful misconduct.

   1. Acknowledgement of Dangers and Risks.  Buyer acknowledges, understands, and agrees that the installation of custom wheels is a significant modification to the original design and engineering of the vehicle as specified by the manufacturer.  Such modifications can dramatically and unpredictably alter the vehicle’s performance characteristics, including but not limited to: steering response, suspension travel, braking distances, ride height, load-bearing capacity, and the functionality of electronic safety systems such as the Anti-lock Braking System (ABS), Traction Control System (TCS), and Electronic Stability Control (ESC). These alterations constitute a potentially dangerous activity that can lead to premature wear of vehicle components, structural failure, loss of vehicle control, and can significantly increase the risk of an accident resulting in serious personal injury, disability, death, and/or property damage. The installation of these Products may void all or part of the vehicle’s manufacturer warranty.
      Always inspect wheels before engaging in high-speed driving, track driving, or racing for signs of cracking or damage to wheels. Never use wheels that are damaged.

   2. Assumption of All Risks. Buyer freely, voluntarily, and knowingly accepts and assumes all risks associated with the purchase, installation, and use of the goods. Buyer understands that the risks may be caused by their own actions or inactions, the actions or inactions of others, or the condition in which the activity takes place. Buyer assumes full responsibility for any and all damages, injuries, or losses that they may sustain as a result of installing custom wheels.

   3. In consideration for the sale of the goods, Buyer hereby agrees to release, waive, discharge, and hold harmless Seller, its owners, officers, employees, agents, and assigns from any and all liability, claims, demands, losses, or damages of any kind whatsoever arising out of or related to the purchase, installation, or use of the goods.  This release applies to any claim, whether caused by the negligence of Seller or otherwise.

   4. Indemnification.  Buyer agrees to indemnify and hold Seller harmless from any and all claims, actions, suits, procedures, costs, expenses, damages, and liabilities, including attorney’s fees, brought as a result of Buyer’s use of the goods, and to reimburse Seller for any such expenses incurred.

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WARNING

No wheel, regardless of its design or load rating, has an unlimited capacity for speed or load.  Exceeding a wheel’s load rating may cause sudden wheel failure, possibly leading to loss of vehicle control and serious personal injury or death.

1. Right to Substitute.  The manufacturing of these goods relies upon third-party suppliers.  From time-to-time suppliers change their products without advanced notice.  Should a product necessary to manufacture the goods no longer be available, Seller has the right to substitute a different product.  When reasonable and practical, Seller and Buyer will agree on the substitution.  A substitution may result in a change to the total price and will be adjusted at Seller’s sole discretion.  Buyer shall have no right to cancel this Contract due to a required substitution.    

2. Choice of Law & Venue.  This agreement is to be construed according to the laws of the State of California, including the California Uniform Commercial Code.  The Parties hereby agree that any legal action or proceeding arising out of or relating to this Contract, shall be brought exclusively in the courts of the Superior Court of California, County of Orange.  Buyer and Seller each irrevocably submits to the exclusive jurisdiction of Superior Court of California, County of Orange in any such action or proceeding and waives any objection to venue laid therein.  This clause shall not limit the right of the Parties to seek enforcement of a judgment or order in any other jurisdiction.

3. Class Action Waiver: Buyer and Seller agree that any dispute or claim arising out of or relating to the goods or this Contract, including any breach thereof, shall be resolved on an individual basis and not as a plaintiff or class member in any purported class, collective, or representative proceeding.  The Parties expressly waive any right to maintain any class action, collective action, or other representative action against each other in any forum.  If this waiver of class or representative action is deemed unenforceable, then any purported class, collective, or representative action shall proceed as a bench trial without a jury.

4. Amendments.  This Contract may only be amended by a writing: a) signed by both Parties; or b) acknowledged by both Parties, as modifying this Contract.

5. Severability.  If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall continue full force and effect.

6. Mediation.  The Parties agree that as a condition precedent to commencing any litigation related to this contract in which the damages demanded exceed $12,500, the Parties shall first informally attempt to resolve in good faith any disputes through nonbinding mediation.  Mediation shall be conducted in Orange County, California.  The Parties shall equally split the cost of mediation.  Either party may demand mediation by sending a written notice to the other party.  The Parties will mutually agree upon a mediator and schedule the mediation within 30 days of service of the notice.  The Parties recognize that the above procedure is of mutual benefit in getting settlement discussions off the ground.  Each party understands its obligations under the above dispute resolution provisions and intends such provisions to be valid, binding, enforceable, and irrevocable.  Neither party considers these obligations to be vague or in any way unenforceable, and neither will contend to the contrary in the future.

7. The Parties agree to attempt to resolve in good faith any disputes arising out of or relating to this Contract, in which the damages demanded exceed $12,500, through mediation before initiating any legal action.  by a mutually agreed upon mediator.  The costs of mediation shall be equally born by the Parties, and each party shall bear its own costs.

8. Integration of Contract.  This document constitutes the full understanding of the Parties, and no term, condition, understanding or agreement purporting to modify or vary the terms of this document shall be binding unless made in writing as set forth in paragraph 10.

9. Force Majeure.   Seller shall be liable for any failure or delay in performing any of its obligations under this Contract if such failure or delay is caused by an event beyond Sellers’ reasonable control, including but not limited to acts of God, war, terrorism, civil commotion, governmental actions, fire, flood, epidemic, pandemic, or other natural disasters.  Seller will reasonably notify Buyer of the occurrence of such an event and use reasonable efforts to mitigate the effects of the force majeure event.  A force majeure event shall not be a basis for Buyer to cancel or terminate the purchase of goods.

10. Waiver.  No waiver by either Party of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts.  Any waiver must be in writing and signed by the party granting the waiver to be effective.