TERMS AND CONDITIONS OF SALE OF ZINGERLE GROUP USA INC.

Zingerle Group USA Inc. (hereinafter “Seller” or “Zingerle”), 6965 Northpark Blvd, Suite N, Charlotte, NC 28216, United States of America, is part of the internationally active Zingerle Group, which develops, manufactures, and sells garden furniture, pavilions, tensile structures, flags, and other outdoor products. Zingerle sells its products through its own online stores and through a network of dealers. The products are sold under the brand names Mastertent^®, Ecotent^®, Aerise^®, and RUKU1952^®.

Definitions

For purposes of these Terms and Conditions, the following terms (singular or plural) have the meanings set out below:

• “Customer”: the party that has entered into an Agreement with Zingerle.
• “Consumer”: a Customer who is an individual and purchases Products primarily for personal, family, or household purposes. “Business Customer”: any other Customer, including any Customer who purchases Products for resale or for business, commercial, or institutional use.
• “Terms and Conditions”: these terms, which govern the relationship between Zingerle Group USA Inc. and the Customer with respect to the sale and delivery of Mastertent^®, Ecotent^®, Aerise^®, and RUKU1952^® products (“Products”). Unless otherwise agreed in writing, they apply to every sale and take precedence over any other terms proposed by the Customer.
• “Agreement”: the contract for the sale of Products between Zingerle and the Customer, formed in accordance with Section 2.

1. Scope; Acceptance of These Terms

1.1 These Terms and Conditions apply to all quotes, orders, and sales by Zingerle, including sales through the online stores, all future orders placed by the Customer, and each individual delivery. Any deviation or amendment must be agreed in writing and signed or confirmed by email by an authorized representative of Zingerle. These Terms and Conditions do not create a continuing supply, dealership, franchise, or distribution relationship.

1.2 The Customer accepts these Terms and Conditions by submitting a purchase order or offer to Zingerle, by confirming a Zingerle quote, or, in the online stores, by checking the box confirming agreement to these Terms and Conditions at checkout and submitting the order.

1.3 Zingerle’s acceptance of any order is expressly limited to these Terms and Conditions. Zingerle objects to, and rejects, any additional or different terms contained in a Customer’s purchase order, confirmation, or other document, whether or not they materially alter these Terms and Conditions, and no such terms become part of the Agreement unless Zingerle expressly accepts them in a signed writing.

1.4 Zingerle Group USA Inc. sells Products only for delivery to addresses in the United States. Customers located outside the United States should contact the Zingerle Group company responsible for their country, as listed on the Zingerle website.

2. Quotes, Orders, and Formation of the Agreement

2.1 A Business Customer’s written confirmation (including by email) of a written quote issued by Zingerle constitutes acceptance of the quote and forms a binding Agreement. Ownership of brochures, drawings, trademarks, and related intellectual property, including materials accompanying quotes and orders such as images, technical drawings, weight specifications, and dimensions, remains the exclusive property of Zingerle.

2.2 Purchase orders submitted by a Business Customer (other than through an online store) must be in writing, including electronic form. A purchase order is an offer only. It is accepted, and an Agreement is formed, only when Zingerle confirms it in writing, including by mail, email, or through a customer or order portal.

2.3 The Customer acknowledges that no oral understanding, negotiation, or modification with Zingerle’s agents, employees, or staff is binding. An Agreement is formed only when Zingerle transmits the order confirmation described in Section 2.2 or Section 2.6.

2.4 Any defect or nonconformity resulting from inaccurate technical data, measurements, materials, or similar information supplied by the Customer is the Customer’s sole responsibility. Depictions and descriptions of Products in showrooms, at trade shows, in brochures, on websites, in the online stores, and in other visual materials are illustrative only; a variance between the ordered Product and such materials is not a defect, because only the Product actually ordered controls.

2.5 After an Agreement is formed, Zingerle may, in its reasonable discretion and taking into account production progress, accept change requests that the Customer submits in writing. A request amounting to a complete substitution of the ordered Product is deemed rejected. A change request is effective only if Zingerle accepts it in writing; if Zingerle does not respond within two business days, the request is deemed rejected. Any additional costs resulting from an accepted change are borne by the Customer.

2.6 Online stores. In addition to the foregoing, the following applies to orders placed through an online store:

• (a) the Customer may place a Product in the virtual shopping cart without obligation and remove it at any time, and may abandon the process at any time before submitting the order;
• (b) the order button clearly discloses that submitting the order creates an obligation to pay;
• (c) the Customer must check a box confirming that the Customer has read and agrees to these Terms and Conditions before submitting the order;
• (d) submission of the order is an offer by the Customer;
• (e) after the order is submitted and availability of the selected Products has been verified, Zingerle sends an email confirming the order, and this email confirmation is Zingerle’s acceptance and forms the Agreement; and (f) the Customer’s payment method is charged or authorized as described at checkout.

If only part of an order is unavailable and no other grounds prevent fulfillment, Zingerle will promptly notify the Customer and ship only the available Products. Otherwise, Zingerle will notify the Customer by email that the order has not been accepted, in whole or in part, and that no Agreement has been formed for the affected Products, and will refund any amounts already paid for them.

2.7 The parties agree that these Terms and Conditions, orders, confirmations, and notices may be delivered and signed electronically, and that electronic records and signatures have the same effect as paper originals, in accordance with the federal E-SIGN Act and the Uniform Electronic Transactions Act as adopted in North Carolina.

3. Prices, Taxes, Duties, and Payment Methods

3.1 All prices are stated in U.S. dollars and are those set forth in Zingerle’s price list or quote in effect when the order or quote is confirmed. Unless expressly stated otherwise, prices are exclusive of sales, use, and similar taxes and exclusive of shipping, handling, and insurance charges.

3.2 Prices stated in an order relate solely to the Products listed in it. For supplemental orders placed after an Agreement is formed, the prices in effect when the supplemental order is confirmed apply.

3.3 Sales and use tax. Zingerle collects and remits sales and use tax where required by law, based on the ship-to address. A Customer claiming an exemption must deliver a valid exemption or resale certificate to Zingerle before shipment; otherwise the Customer is responsible for all applicable taxes, interest, and penalties.

3.4 Customs duties and tariffs. Prices include import duties and tariffs in effect when the order or quote is confirmed. For Business Customers, if the United States government imposes or increases any duty, tariff, or similar charge on Products or components after the date of the quote and before the Products ship, Zingerle may adjust the price by the amount of the increase on written notice, and the Business Customer may cancel the affected order without liability by written notice within five business days after receiving the adjustment notice. The price of a Consumer order will not be increased after Zingerle’s email confirmation.

3.5 Online stores. Shipping costs vary by item and destination, are calculated once the Product is placed in the cart, and are displayed to the Customer before the order is submitted. Payment may be made only by the methods displayed at checkout (for example, a recognized online payment service, credit or debit card, or bank transfer); the methods actually offered in the online store at the time of the order control.

4. Shipping, Delivery, Risk of Loss, and Inspection

4.1 Products are shipped from Zingerle’s facility in Charlotte, North Carolina, or another location in the United States designated by Zingerle.

4.2 Business Customers. Unless the quote or order confirmation states otherwise, delivery is “FOB Origin” (Zingerle’s shipping point in Charlotte, North Carolina) under the Uniform Commercial Code. Title and risk of loss pass to the Business Customer when Zingerle delivers the Products to the carrier, even if Zingerle selects the carrier, arranges transport, or prepays freight at the Business Customer’s request and on its behalf. The Business Customer bears freight and insurance charges and must pursue any transit-loss or transit-damage claim against the carrier. If a quote or order confirmation states “FOB Destination,” risk of loss passes on tender of delivery at the stated destination.

4.3 Consumers. Risk of loss for Products ordered by a Consumer passes to the Consumer upon delivery to the Consumer or to a person the Consumer designates to accept delivery.

4.4 Delivery dates. For Business Customers, delivery dates stated in an order confirmation are estimates only and are not binding, and Zingerle is not liable for delay caused by events beyond its reasonable control (Section 13), by third parties, or by change requests accepted at the Customer’s request. The Customer acknowledges that certain components and raw materials are sourced from third-party suppliers. Zingerle may make partial deliveries, in which case liability for delay of Products not yet delivered is excluded to the same extent.

4.5 Online store orders by Consumers. Zingerle will ship within the time stated when the order is placed or, if no time is stated, within thirty (30) days after receiving a properly completed order. If Zingerle cannot ship within that time, it will notify the Consumer, give the Consumer a new shipping date, and offer the option to consent to the delay or to cancel the order and receive a refund within seven (7) business days, as required by the Federal Trade Commission’s Mail, Internet, or Telephone Order Merchandise Rule (16 C.F.R. Part 435).

4.6 Unloading and receiving. Unloading the Products from the carrier’s vehicle at the delivery location is the Customer’s responsibility. Zingerle is not liable for breakage, abrasion, or other damage caused by unloading by the Customer or its personnel. If the carrier finds no one at the delivery location to accept delivery, the carrier may leave the Products at the location at the Customer’s risk, or return them to the carrier’s or Zingerle’s facility, and additional costs resulting from the absence of personnel are borne by the Customer. The foregoing does not limit liability that cannot be limited under Section 6.8.

4.7 Inspection. The Customer or its authorized representative must inspect the Products upon delivery and note any visible damage or shortage on the carrier’s delivery receipt. Zingerle may treat the person present at the delivery location as authorized to accept and inspect the Products and to report defects.

5. Payment

5.1 Unless otherwise agreed, payment is due by the payment terms stated in the quote, order confirmation, or invoice (and, in the online stores, at the time of order), without deduction. Agreed payment terms are material and are made for Zingerle’s benefit.

5.2 Late payment. If a Business Customer fails to pay when due, interest accrues on the overdue amount at one and one-half percent (1.5%) per month (18% per year) or, if lower, the maximum rate permitted by law, from the due date until paid, together with reasonable costs of collection. Attorneys’ fees will be recoverable only as permitted by North Carolina law, including N.C. Gen. Stat. § 6-21.2, and only after Zingerle has given the notice required by that statute. If a Consumer fails to pay when due, interest accrues at the legal rate under North Carolina law, and costs of collection are recoverable only as provided by applicable law or awarded by a court. This Section does not limit any further remedy of Zingerle under applicable law.

5.3 If, in Zingerle’s reasonable judgment, a Customer’s creditworthiness deteriorates, Zingerle may demand adequate assurance of performance, suspend or cancel an order, or modify payment terms. If the Customer has not satisfied its payment obligations at the time of delivery (including advance payment, prior deliveries, or contractual security), Zingerle may condition delivery on payment of all outstanding invoices without liability to the Customer.

5.4 If the Customer fails to pay the agreed price when due, Zingerle may, on written notice, cancel the Agreement for the Customer’s breach. In the case of agreed installment payments, a payment default makes the entire balance immediately due without further notice. Zingerle may also demand immediate payment for all deliveries already made, without prejudice to its right to recover additional damages.

5.5 A Business Customer may not withhold, delay, or set off payments due because of a claim or dispute, except for credits Zingerle has agreed to in writing or amounts finally determined by a court. This Section does not limit any right of a Consumer that cannot be waived under applicable law.

6. Limited Warranty; Disclaimer; Limitation of Liability

6.1 Limited warranty. Zingerle warrants to the original purchaser that, under normal use and with proper care and maintenance, the Products will be free from defects in materials and workmanship for the warranty period stated for the specific Product in the applicable brand warranty described in Section 7 or, if no period is stated, for one (1) year from delivery.

6.2 Exclusions. The limited warranty does not cover, and Zingerle is not liable for:

• (a) defects resulting from failure to follow the instructions for use of the applicable Product;
• (b) defects resulting from inadequate maintenance or cleaning, or improper transport or storage (for example, storing Products outdoors or in locations with high humidity);
• (c) normal wear and tear that is unavoidable even with proper use, including time-related discoloration of tent fabric or wood surfaces;
• (d) defects or discrepancies resulting from inaccurate technical information provided by the Customer;
• (e) color variation of tent fabric or wood surfaces from the Pantone references shown in advertising materials or, for identical models, variation within industry-standard tolerances;
• (f) defects or discrepancies resulting from modifications, repairs, additions, or replacements not authorized by Zingerle and performed by a third party.

6.3 Notice of defects. The Customer must report a defect to Zingerle in writing (by email or certified mail, return receipt requested), enclosing the delivery document and a specific description of the defect. Visible defects must be reported within eight (8) days after delivery for Business Customers and within thirty (30) days after delivery for Consumers. Latent defects must be reported within a reasonable time after discovery, and in any event within eight (8) days after discovery for Business Customers, and within the warranty period. A Customer that fails to give timely notice is barred from any remedy for the defect to the extent permitted by UCC § 25-2-607(3)(a) and other applicable law.

6.4 Remedy. Upon timely notice, and subject to confirming the defect, Zingerle will, at its election, repair or replace the defective Product, or refund or reduce the price. Zingerle may inspect the Product on site or require its return, and Products may be returned only with Zingerle’s prior written authorization. Return shipping costs for a Product confirmed to be defective will be reimbursed by Zingerle.

6.5 Exclusive remedy. The remedies in Section 6.4 are the Customer’s exclusive remedies for breach of warranty, to the fullest extent permitted by law. If any such remedy fails of its essential purpose, Zingerle will refund the price paid for the nonconforming Products, and the parties agree that this refund is the fallback remedy to the extent permitted by law.

6.6 DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 6.1 AND THE BRAND WARRANTIES DESCRIBED IN SECTION 7, ZINGERLE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.

Where applicable law does not permit the disclaimer of implied warranties for a Product sold to a Consumer with a written warranty, any implied warranty is limited in duration to the duration of the applicable written warranty, to the extent permitted by law. Some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so some of the foregoing may not apply to you. This warranty gives Consumers specific legal rights, and Consumers may also have other rights that vary from state to state.

6.7 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, ZINGERLE WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF REVENUE, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY. ZINGERLE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO AN ORDER WILL NOT EXCEED THE PRICE PAID BY THE CUSTOMER FOR THE AFFECTED PRODUCTS.

6.8 Exceptions. The limitations and exclusions in Sections 6.4, 6.5, and 6.7 do not apply to, and nothing in these Terms and Conditions limits:

• (i) liability for death or personal injury, and, in the case of consumer goods, any limitation of consequential damages for personal injury, which is prima facie unconscionable under N.C. Gen. Stat. § 25-2-719(3);
• (ii) liability for fraud, willful or wanton conduct, or gross negligence, which cannot be exculpated under North Carolina law;
• (iii) liability under the North Carolina Products Liability Act (N.C. Gen. Stat. Chapter 99B); or
• (iv) any other liability that cannot validly be limited or excluded under applicable mandatory law, including the law of a Consumer’s home state.

6.9 Limitation period. To the extent permitted by applicable law, any action by a Business Customer for breach of the Agreement, including breach of warranty, must be commenced within one (1) year after the cause of action accrued. Consumers retain the limitation periods provided by applicable law.

7. Brand Warranties

7.1 The warranty terms applicable to the various Products, including warranty periods, are available on the websites of the respective brands, and are available for review before purchase. They form part of the limited warranty in Section 6.1. If a brand warranty differs from Section 6, the brand warranty controls as to the warranty period and scope of coverage, and Sections 6.6 through 6.9 continue to apply.

8. Returns and Cancellations

8.1 No statutory right of withdrawal. U.S. federal law does not provide a general right to cancel or return a purchase made through an online store. The Federal Trade Commission’s Cooling-Off Rule (16 C.F.R. Part 429) applies only to certain sales made in person away from the seller’s regular place of business and does not apply to purchases made through the online store.

8.2 30-day return policy (online stores). Zingerle offers the following voluntary return policy for standard Products purchased by Consumers and Business Customers through the online store. Within thirty (30) days after delivery, the Customer may return Products that are unused, undamaged, in their original packaging, and with all identification labels, for a refund of the purchase price to the original payment method. The Customer must first request a return authorization from Zingerle. Unless the return is due to a defect or an error by Zingerle, the Customer bears the cost of return shipping and the risk of loss during return transit. Zingerle will issue the refund within seven (7) business days after receiving the returned Products. Zingerle does not charge a restocking fee, but may deduct the reduction in value if returned Products are used, damaged, or incomplete. If the return is due to a defect or an error by Zingerle, Zingerle pays the cost of return shipping.

8.3 Exclusions. Section 8.2 does not apply to printed Products, custom or modified Products, Products made to the Customer’s specifications, or custom Products already in production, nor to Products ordered by Business Customers through a quote or purchase order, which may be returned only with Zingerle’s prior written agreement or under the limited warranty in Section 6.

8.4 Cancellation before shipment. A Customer may request cancellation of an order before it ships. Zingerle will accept the request if the order has not been shipped and, in the case of custom Products, production has not begun; otherwise Zingerle may decline the request or charge a reasonable cancellation fee that reflects costs already incurred. Any amount refunded because of a cancellation or a delayed shipment (Section 4.5) is refunded to the original payment method within seven (7) business days.

8.5 Nothing in this Section limits any right a Customer may have under the law of the Customer’s home state that cannot be waived by agreement, including a Consumer’s right to reject, or revoke acceptance of, nonconforming Products within a reasonable time under the Uniform Commercial Code.

8.6 The return policy in this Section 8 is also displayed on the online store before the Customer places an order and is repeated in the order confirmation email.

9. Nature of the Agreement

9.1 Although these Terms and Conditions apply to each future delivery, the parties agree that each individual order constitutes a separate purchase agreement, and that no continuing or exclusive legal relationship is created.

10. Governing Law; Venue; Dispute Resolution

10.1 These Terms and Conditions, each Agreement, and the entire relationship between Zingerle and the Customer are governed by the laws of the State of North Carolina, including the Uniform Commercial Code as adopted in North Carolina, without regard to conflict-of-laws principles and without application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.2 The state and federal courts sitting in Mecklenburg County, North Carolina have exclusive jurisdiction over any dispute arising out of or relating to these Terms and Conditions or any Agreement, except to the extent the consumer-protection law of a Consumer’s home state mandates a different venue that cannot be waived by agreement.

10.3 Zingerle does not currently participate in any consumer alternative dispute resolution or mediation program. Nothing in this Section prevents the parties from agreeing to mediation or arbitration on a case-by-case basis.

11. Privacy

11.1 Zingerle collects and processes personal information as described in its privacy notice, which is available through the Privacy link in the footer of the website on which the Customer places the order. By placing an order, the Customer acknowledges having had the opportunity to review the privacy notice.

11.2 Zingerle processes personal information solely to perform the applicable Agreement and related pre-contractual steps, to comply with legal requirements, and, where permitted and with any consent required, for advertising, marketing, and statistical purposes, in each case consistent with applicable U.S. federal and state law.

11.3 Depending on the Customer’s state of residence, the Customer may have rights under applicable state privacy laws. For example, California residents have rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA/CPRA), including the right to know, delete, and correct personal information and to opt out of the sale or sharing of personal information, and residents of a number of other states have comparable rights. A Customer may exercise these rights using the contact details provided in the privacy notice.

11.4 Where personal information is transferred from the European Economic Area to Zingerle Group USA Inc., the transfer is made subject to an appropriate transfer mechanism under Regulation (EU) 2016/679 (GDPR), as described in Zingerle’s privacy notice.

12. Product Use, Installation, and Compliance

12.1 The Customer is responsible for using, installing, anchoring, and maintaining the Products in accordance with Zingerle’s instructions, warnings, and specifications, including weighting and anchoring requirements for tents, pavilions, and tensile structures and wind and weather limits.

12.2 The Customer is responsible for determining whether any permit, inspection, fire-safety certification, or approval is required under local building, zoning, or fire codes for the intended use and for obtaining it. Unless Zingerle has expressly agreed in writing, Zingerle does not provide engineering calculations or certifications for any specific site or use.

13. Force Majeure

13.1 Zingerle is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, war, terrorism, labor disputes, government action (including embargoes, customs holds, and new or increased duties or tariffs), failure of suppliers or carriers, and shortages of materials or transport. Zingerle will notify the Customer within a reasonable time after becoming aware of such an event. If the delay lasts more than sixty (60) days, either party may cancel the affected order by written notice, and Zingerle will refund amounts paid for undelivered Products.

14. General Provisions

14.1 Entire agreement. These Terms and Conditions, together with the applicable quote, order confirmation, and brand warranty, are the entire agreement between the parties for the sale of the Products and supersede all prior or contemporaneous understandings. Amendments are effective only if in writing and accepted by Zingerle.

14.2 Severability; waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. Zingerle’s failure to enforce a provision is not a waiver, and its remedies are cumulative.

14.3 Assignment. The Customer may not assign the Agreement or any rights under it without Zingerle’s prior written consent. Zingerle may assign the Agreement to an affiliate or successor.

14.4 Notices. Notices to Zingerle must be sent to the contact details published on the website of the applicable brand. Zingerle may give notices to the Customer by email at the address provided with the order.

14.5 Language. These Terms and Conditions are written in English, and the parties agree that the English version controls over any translation.