Terms and Conditions

This Contract is referred to as a part of “Terms and Conditions” for the purchase of a good and/or services offered by  KEB Homes, LLC, dba Irontown Modular, a Utah limited liability company (“KEB Homes”), to  Purchasing party placing order online (“Purchaser”), for the purchase of a Sweaty Yeti branded structure (the “Structure”) to be constructed, delivered, and installed on Purchaser’s land at the address listed. This Contract, together with any attached  Exhibits, are referred to herein collectively as the “Contract” 1. Execution, Correlation, and Intent:

1. It is the intent of the Purchaser and KEB Homes that the Structure include all items necessary for proper delivery and installation, using additional information provided by Purchaser to accomplish the work.
2. Nothing contained in this Contract shall create a contractual relationship between the Purchaser and any person or entity other than KEB Homes.

2. Purchase Price/Service Fees: 

1. Purchaser agrees to pay KEB Homes the Sale Price as listed on the Purchaser Order (the “Purchase Price”) for the Structure and the work to be performed as provided in this Contract. Allowances are estimates only. If required, KEB Homes shall, upon demand following adding markup of 15%, price changes in known through change orders at a later date.
2. The transportation cost is an estimate. Anticipated costs are included in this estimate and noted in the Purchaser Order. The final transportation cost will not be determined until project is loaded and the extent of the transportation requirements is finalized for any and all additional costs associated with changes to the estimated route, number of personnel, or special loading and unloading requirements as required due to site conditions. Beyond, Offloading or reloading required for any reason, not part of initial bid, may result in an additional charge at $250 per man per hour. Purchaser is responsible for crane services if needed and/or a 2 hour time frame for offloading unless otherwise noted. Additional crane services and fees not part of this estimate will be paid by Purchaser. Transportation price is good for 90 days from date of Contract execution. If Purchaser delays Project for any reason, additional transportation charges will be added and payment scheduled. If Purchaser is to re-sell the modular unit, additional transportation fees will be charged to KEB Homes as listed on the state certificate. Sales tax is collected at the direction of the state and local jurisdictions.
3. KEB Homes may be required by law to collect sales tax on the purchase of the Structure, if so it will appear on the Purchase Order and must be paid according to the payment schedule.   If Purchaser is to re-sale the modular Structure to the end user they will be required to provide KEB Homes with a re-sale certificate. Sales tax is collected at the time of the final payment.
4. Down Payment Policy: All down payments are fully refundable for five (5) days after receipt. After five (5) days from the date of purchase, down payments become nonrefundable. Purchasers have ten (10) days from the date of purchase to provide the remaining balance of funds. Orders that are not fully funded within ten (10) days will be delayed until funds are received in full.
5. Purchaser will provide payment in full to KEB Homes as directed on the Purchase Order.  Structure will not be scheduled for delivery until the final payment is received.  Final payment shall not be withheld for any reason, including minor incomplete items that do not preclude the Purchaser from use of the project or completion of subsequent construction activities.  Purchaser agrees that Irontown Limited Warranty claims will not be addressed until final payment is received.
6. Order Fulfillment: For new products, materials will not be ordered and construction will not begin until funds have been received. For inventory products, shipment will not be scheduled until funds have been received in full.

Key Payment Terms (Summary)

• Down payment is fully refundable within 5 days of purchase.
• Down payment is nonrefundable after 5 days.
• Balance of funds due within 10 days of purchase.
• Orders delayed if balance is not received within 10 days.
• New products: construction begins only after full payment.
• Inventory products: shipment scheduled only after full payment.

3. Default Penalty: Purchaser agrees to pay KEB Homes interest at the rate of 15% per annum on any unpaid balance from the date said balance is due with applicable grace period until paid in full. KEB Homes shall be entitled to reasonable legal fees and costs of payment collection on any unpaid invoice in addition to the above stated interest penalty. 4.  Storage Fees: Should a completed Structure not be able to be received by Purchaser through no fault of KEB Homes, and onsite storage space is available, KEB Homes shall assess a fee of $250 per month. KEB Homes does not guarantee the condition of the Structure in storage. 5.  Responsibilities of KEB Homes: KEB Homes shall have the following responsibilities:

1. As an independent supplier, KEB Homes agrees to build the Structure as per the signed Purchase Order, any change orders, relevant codes and Plans.
2. KEB Homes will arrange the delivery of the Structure to the Site.
3. As indicated by contract documents, KEB Homes is responsible for the following:  weatherproofing and protecting the Structure during transportation, setting the Structure on the foundation as set forth in the Contract Documents.
4. KEB Homes will provide the Structure built in a workmanlike manner in accordance with its own quality control, the Contract Documents, and applicable building codes and regulations. Workmanship will be performed in accordance with the Residential Construction Performance Guidelines for Professional Builders and Remodelers – 4^th Edition, published by National Association of Home Builders.  As described in the Limited Warranty, KEB Homes reserves the right to deviate from plans and contract documents as long as code is met and construction deficiencies are not created as a result of the deviation.
5. KEB Homes reserves the right to build with alternate means and methods that do not violate code or detract from the use and enjoyment of the building.  Means and methods of construction utilized are at the discretion of KEB Homes.
6. Consultant Fees: Should the Purchaser request that KEB Homes to provide services or consultation beyond the scope of this Contract, such services will be provided at a rate of $150/hour for KEB Homes services.  Services required by 3^rd parties will be charged according to the preconstruction agreement rates. These rates are good for ninety (90) days from the effective date of this Contract and then are subject to market conditions.

6.  Responsibilities of Purchaser: Purchaser shall have the following responsibilities:

1. Purchaser shall, or shall designate a representative to, review and approve documents submitted by KEB Homes. If a representative is used, the representative shall be empowered to render decisions and provide information in a timely manner that will not delay the orderly progress of the work.
2. Provide information where and when required.  This may include but is not limited to topographical map and survey, photographs or video of desired location of Structure, local permits as required by local jurisdiction and or HOA.
3. Every change must be approved in writing by KEB Homes and Purchaser prior to that change taking place and will carry a change order fee of $250.
4. Purchaser understands that any change requested by Purchaser may delay the Project. KEB Homes will not be responsible for those delays. Production delays caused by Purchaser or an agent of Purchaser will result in $250 per workday.
5. Purchaser is responsible for items necessary for completion of KEB Homes’ scope of work that are not identified as KEB Homes’ responsibility in the Contract Documents. If Purchaser fails to complete necessary items, Purchaser is responsible for any costs or delays incurred.
6. Purchaser is responsible to make decisions on content of the Structure upon execution of the Contract. Fees and delays may occur for selections made after that point. Delays in production due to the action or inaction of Purchaser or Purchaser’s representatives or agents will incur fees at a minimum rate of $250 per day. KEB Homes reserves the right to default to standard specs for selections not made or changed without resolution after the Purchase Agreement.
7. Purchaser agrees to provide access to the project for KEB Homes and its subcontractors, agents or suppliers necessary to complete the work.  If access is denied or is considered inadequate by KEB Homes, its subcontractors, agents or suppliers, Purchaser will be considered in default of this agreement and KEB Homes will pursue remedies as described in this Agreement.
8. Purchaser agrees to allow KEB Homes to photograph (indoor and outdoor) and use images, renderings, and other documentation of the home for the purpose of sales and marketing
9. Purchaser agrees to inspect the structure for final quality prior to shipment of structure from factory to site and to accept quality of construction of structure at that time, barring any items warrantable under the Limited Warranty. If Purchaser fails to inspect structure prior to shipment Purchaser agrees to accept fit and finish condition of structure as delivered.

7.  Escalation of Price:. The contract price has been determined based upon costs at the date this Contract is signed with some expectation of price fluctuations up or down. Should an individual price or prices of material or labor, including costs affected by fuel prices, rise during construction in excess of Five percent [5%] from price levels at date of contract, KEB Homes shall have the right to make reasonable adjustments to the final contract price as stated in Section 3 of this Contract. In the event that price adjustments are made, KEB Homes shall provide Purchaser with adequate documentation related to the same, which may or may not include hard bid comparison, pricing indices, and/or labor rate comparisons over time.

1. Risk of Loss and Insurance/Protections of Persons and Property:

1. KEB Homes shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: (1) employees employed to work under the scope of work set forth herein and other persons who may be affected thereby; and (2) the Structure to be incorporated therein, whether in storage on or off the Site, under the care, custody, or control of KEB Homes or KEB Homes’ contractors.
2. Purchaser understands that due to the nature of the installation process, incidental damage may occur to finished surfaces during the project which are not the responsibility of KEB Homes.  Repair of minor incidental damage of the Structure and site may be necessary and are the responsibility of the Purchaser.

1. Soil Conditions: KEB Home shall not be responsible for any expenses resulting from the adverse condition of the soil, known or unknown
2. Jobsite Access:  Purchaser shall be responsible for guaranteeing acceptable access to the Site upon which the Structure is to be placed. Any damages to KEB Homes or subcontractors equipment due to lack of adequate access will be the responsibility of Purchaser.
3. Permits, Licenses, Etc.:  Purchaser shall be responsible for any building permits and licenses and shall comply with any and all other regulations as may be required for installation of the Structure. Acceptable assurance and evidence of all necessary licenses and other documents shall be submitted by Purchaser to KEB Homes upon request. KEB Homes shall be responsible for transportation permits from the various states the Structure will travel through. Purchaser shall be responsible for county and city transport permits where required.
4. Default:  If KEB Homes shall be in material default under this Contract, Purchaser shall be entitled to any amounts paid, and Purchaser’s right thereafter to enforce its rights and remedies as provided in this Contract shall not hereby be waived. In addition, Purchaser shall be entitled to any additional remedies afforded by law.. If Purchaser shall be in material default under this Contract, Purchaser’s deposit(s), as well as the Structure, shall be forfeited to KEB Homes, and KEB Homes shall be entitled to any additional remedies afforded by law, including reimbursement for reasonable attorneys’ fees incurred in pursuing such remedies.
5. Limited Warranty:  KEB Homes warrants the materials supplied and work performed hereunder in accordance with the KEB Homes Limited Warranty, which is available upon request. The KEB Homes Limited Warranty is transferable.
6. Complete Agreement; No Oral Agreements:  This instrument constitutes the entire contract between the Parties and supersedes and cancels any and all prior negotiations, representations, warranties, understandings, or agreements that modify or affect this Contract. This Contract cannot be changed except by mutual written agreement signed by both Parties.
7. Contract Validity: If any provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
8. Protection Against Liens and Civil Action:  KEB Homes will provide releases of liens for all applicable work upon payment in full by Purchaser and receipt of lien releases from all suppliers and subcontractors. KEB Homes will require releases of any liens of all subcontractors upon completion of subcontractor work.
9. Dispute Resolution:
   1. Mediation. Before instituting any arbitration in connection with any dispute arising under or relating to this Contract, Purchaser and KEB Homes agree to first participate in good faith in a non-binding mediation to resolve such dispute. The location of the mediation shall located in Utah County, Utah. The attorneys’ fees provision set forth in paragraph 19 above, shall not be applicable in the event that a Party fails to participate in the mediation process prior to instituting any legal proceedings in which such Party later becomes the prevailing party.  If the dispute cannot be resolved between Purchaser and KEB Homes after participating in the mediation in good faith, either party may then institute arbitration pursuant to the terms set forth below.
   2. Arbitration. All disputes arising out of or related to this Contract shall be resolved by private binding arbitration before a single arbitrator, which unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration. The location of the arbitration shall be located in Utah County, Utah.  If the parties cannot mutually agree on the selection of an arbitrator, then a demand for arbitration may be filed with the AAA and the arbitration will be administered by the AAA. The prevailing party in any lawsuit or arbitration shall be entitled to its reasonable attorneys’ fees and costs from the non-prevailing party. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in the court having jurisdiction thereof.
   3. Claims for Consequential Damages. KEB Homes and Purchaser waive claims against each other for consequential damages arising out of or relating to this Contract.