TWISTED US SALES, INC.

TERMS AND CONDITIONS

1. THESE TERMS AND CONDITIONS

1.1 These Terms and Conditions are incorporated and merged into any Order between you and us and contain the standard terms and conditions for Twisted US Sales, Inc.’s provision of products and/or services to you. The Terms and Conditions hereof may be supplemented by individual terms, requirements and conditions applicable to specific products whether these are vehicles, vehicle modification, service, repairs, maintenance, vehicle parts, merchandise or any related services.

1.2 Why you should read them. Please read these terms and conditions carefully before you submit your order to us. These terms and conditions tell you how we will provide products and services, how we will invoice you, how you and we may change or terminate any contract, what to do if there is a concern with certain services or products as well as other pertinent information pertaining to the products and services to be provided to you.

2. INTERPRETATION

2.1 Definitions. In these Conditions, the following definitions apply:

“Business Day” means a day other than a Saturday, Sunday or public holiday in the United States when banks in New York are open for business;

“Conditions” means these terms and conditions as amended from time to time;

“Contract” means the contract between us and you for the supply of goods and/or services in accordance with these Conditions;

“Goods” means the merchandise, vehicle part(s), and/or vehicle(s) to be supplied by us as set out in the relevant Order;

“Goods Specification” means any specification for Goods provided, in writing, by us to you including, without limitation, such information provided in quotations, orders or emails;

“our“, “us“, “we”, “Twisted” means Twisted Sales US, Inc, a corporation organized under the laws of the State of Ohio whose address is at 3770 Southpointe Parkway #335, Oxford, Ohio 45058;

“Order” means the order(s) placed by you for our Goods and/or Services;

“Services” means the vehicle modification, restoration, maintenance and other related services to be supplied by us to you as set out in a Service Specification or relevant Order;

“Service Specification” means the description or specification for the Services provided in writing by us to you including, without limitation, in quotations, orders or emails;

“you“, “your” means the person or firm or company who purchases the Goods and/or Services from us.

2.2 Interpretation. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporation or an unincorporated body;

(b) a reference to a party includes its personal representatives, executors, heirs, successors and permitted assigns;

(c) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(d) a reference to a writing or correspondence includes e-mails.

 

3. OUR CONTRACT WITH YOU

3.1 Your Order constitutes an offer by you to purchase Goods and/or Services in accordance with these Conditions.

3.2 Your Order shall be deemed to be accepted only when (i) we confirm your order and (ii) any deposit that is required by us ,on acceptance of the order, is received by us and the funds have been fully processed and are available for use by us. At this point and on this date a Contract shall come into existence and be legally binding and enforceable between you and us.

3.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not specifically stated in the Contract or these Terms and Conditions.

3.4 Any samples, drawings, descriptive matter or advertising issued by us and any illustrations or descriptions of the Goods and/or Services contained in our catalogues or brochures are issued or published for the sole purpose of giving a general idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.

3.5 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.6 Any quotation given by us shall not constitute an offer and is only valid for a period of 21 Business Days from its date of issue.

 

4. PROVIDING THE GOODS AND SERVICES

4.1 When we will provide the Goods and Services:

(a) If you order Goods, we will provide you with an estimated delivery date for the Goods.

(b) If you order Services, we will begin the Services on the date agreed with you, in writing, when your Order was signed by us and subject to the payment of any deposits and/or interim payments stated in the Order. Further, we will provide you with an estimated completion date for the Services.

4.2 We are not responsible for delays outside our control. If our supply of the Goods and/or Services is delayed by an event outside our reasonable control then we will contact you promptly to let you know and we will take reasonable steps to minimize the effect of the delay

4.3 We may change the Goods and Services offered or suspend supply of such Goods and/or Services:

(a) to reflect changes in relevant laws and regulatory requirements; and

(b) to implement technical adjustments and improvements.

4.4 We reserve the right to amend the Goods Specification or Service Specification if required by any applicable federal, state or local statutory or regulatory requirements.

 

5. SUPPLY OF SERVICES

5.1 We shall provide the Services to you in accordance with the Service Specification in all material respects.

5.2 We shall endeavor to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

5.3 We shall have the right to make any changes to the Services that are necessary to comply with any applicable law or safety requirement, or that do not materially affect the nature or quality of the Services. We shall notify you , in writing, in any such event.

5.4 We will provide the Services to you using all reasonable care and skill.

 

6. YOUR OBLIGATIONS

6.1 You shall:

(a) ensure that the terms of your Order and the Goods Specification and/or Service Specification are complete and accurate;

(b) co-operate with us in all matters relating to the Services;

(c) provide us, our employees, agents, consultants and subcontractors with access to your vehicle, premises and other facilities as we deem necessary to provide the Services;

(d) provide us with such information and materials as we require to supply the

Services, and ensure that such information is accurate in all material respects; and

(e) obtain and maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to commence.

6.2 If the performance of any of our obligations regarding the Services is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Your Default“):

(a) we shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the

performance of any of our obligations to the extent Your Default prevents or delays the performance of any of our obligations;

(b) we shall not be liable for any costs or losses sustained or incurred by you, known or unknown, arising directly or indirectly from our failure or delay to perform any of our obligations; and

(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

 

7. PRICE AND PAYMENT

7.1 We require funds that are fully processed and are available for use by us before we will release any Goods or completed Services to you. Please note that checks and some credit card payments take several days to clear into our account; it is your responsibility to allow sufficient time for your payment to clear before you can receive your Goods/Services from us. Your payment depends on what Goods and/or Services you are purchasing as follows:

Type of Goods or Service	Payment requirements
Goods other than vehicles	We invoice when we have agreed upon terms of an Order with you. Payment is required before delivery of the Goods to you.
Twisted custom build	Payment of a non-refundable deposit of $5,000.00 is required to complete acceptance of an Order. Payment of 50% of the total value of the works (incl. all applicable taxes) is required ten (10) weeks prior to commencement of any work or ordering of bespoke items. Balance of payment is due upon completion of the work. Balance of the payment for any bespoke items shall be due upon our receipt and notice to you thereof.

 

7.2 Any Contract for work to your own vehicle is subject to the condition that the vehicle will be inspected when it arrives at our facilities. If it is found to be unsuitable for the work requested to be performed, we will either agree on a fee for rectification work to bring it up to an acceptable standard or arrange for you to collect the vehicle, in which case the non-refundable deposit will cover our inspection costs.

7.3 We will accept payment for vehicles and any associated modification services from third party finance providers that you have chosen to use. Please note that the terms of payment for Goods and Services (condition 7.1) still apply even if a third-party finance provider is being used. You will at all times be liable to make any payments due. It is your sole responsibility to ensure that your chosen finance provider will settle invoices in accordance with the Contract. You should note that some finance providers do not pay out funds until the vehicle is completed and available for you to take delivery and that they do not fund deposit payments or interim payments, which we require under the Contract. You

must ensure that if you are using third party finance, the necessary funds are in place at the appropriate time to settle in full the non-refundable deposit invoices and interim payment invoices. We reserve the right to recover from you any costs or expenses incurred by us in connection with either late and/or underpayment of monies owed to us by you relying on third party finance.

7.4 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the prime lending rate stated in the Wall Street Journal or equivalent source if such is no longer available. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

 

8. DELIVERY OF GOODS

8.1 Where we have provided Goods or Services to your vehicle you shall collect the vehicle from a location as agreed between us before delivery (“Delivery Location”) within three (3) Business Days of us notifying you that the Goods are ready. Where it is agreed that you will not collect your vehicle from our premises and we agree to deliver to another location, we will agree on a charge with you for this service. Where you have ordered parts from us they will be delivered to a preferred address for which a postage/courier charge will be payable by you, in advance.

8.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

8.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, your failure to provide us with adequate delivery instructions for the Goods, your failure to provide any relevant instruction related to the supply of the Goods, or the Goods are properly delivered to the Delivery Location as instructed or agreed and are lost or stolen therefrom.

8.4 If you fail to accept or take delivery of the Goods within ten (10) Business Days of us notifying you that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 11th Business Day following the day on which we notified you that the Goods were ready; and

(b) we shall store the Goods until delivery takes place and charge you for all related costs and expenses (including insurance).

8.5 If, twenty-five (25) Business Days after we notified you that the Goods were ready for delivery you have not taken delivery of them, we may resell or otherwise dispose of part or all of the Goods.

8.6 The risk of loss in the Goods shall pass to you on notification by us to you that the Goods are ready for pick up and you fail to do so, or completion of delivery or attempted delivery by us in accordance with these Conditions.

8.7 Title to the Goods shall not pass to you until we receive payment in full (in cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

8.8 If payment of the Goods is by credit card or charge card and you dispute the charge after delivery and request the credit card company to chargeback the payment, you shall be liable for all interest, charges, costs and fees related to our having to dispute this chargeback provided we prevail.

 

9. LIMITATION OF LIABILITY.

9.1 Nothing in these Conditions shall limit or exclude our liability for:

(a) death or personal injury caused by our intentional misconduct or the gross negligence, or the gross negligence of our employees, agents or subcontractors; or

(b) for any liability that, by law, cannot be limited or excluded.

9.2 Subject to condition 10.1:

(a) we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, any indirect, incidental or consequential loss, special or exemplary damages arising under or in connection with the Contract; and

(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:

(i) in relation to the Goods, to the price of the Goods in the order to which the breach relates; and

(ii) in relation to the Services, to the price of the Services in the order to which the breach relates.

9.3 Except as expressly and specifically provided in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract, including the implied warranty of merchantability.

 

10. TERMINATION

10.1 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:

(a) you fail to pay any amount due under the Contract on the due date for payment and remain in default not less than seven (7) days after being notified in writing to make such payment;

(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Goods and/or Services;

(c) you do not, within a the time provided for in Section 8 above or within a reasonable time if not stated in these Conditions, allow us to deliver the Goods to you or collect them from us; or

(d) you do not, within a reasonable time, allow us access to your vehicle to supply the Services;

(e) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within fourteen (14) days of being notified in writing to do so;

(f) your financial position deteriorates to such an extent that in our sole judgment and opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

10.2 Without limiting our other rights or remedies, we may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between you and us if you fail to pay any amount due under the Contract on the due date for payment.

10.3 On termination of the Contract for any reason:

(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied, but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt. If you fail to pay an invoice pursuant to this condition and you have ordered a vehicle from us and it has not been released to you by us, we may sell the vehicle on your behalf at a reasonable market rate and deduct any sums due to us;

(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiration; and

(c) conditions which expressly or by implication have effect after termination shall continue in full force and effect.

 

11. PERSONAL DATA

We will deal with your personal data in accordance with our privacy policy which is available on our website – www.twisted.co.

 

12. VARIATION

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us.

 

13. CONFIDENTIALITY

You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by us or our

employees, agents or subcontractors, and any other confidential information concerning our business, products and services which you may obtain.

 

14. FORCE MAJEURE

14.1 We shall not be liable to you as a result of any delay or failure to perform its obligations under the Contract as a result of an event beyond our control (a “Force Majeure Event“). A Force Majeure Event shall included but shall not be limited to the following: : (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) embargoes or blockades; (f) action by any governmental authority; (g) national or regional emergency; (h) epidemic or pandemic; (i) strikes, labor stoppages, or slowdowns or other industrial disturbances.

14.2 If an event beyond our control prevents us from providing any of the Services and/or Goods for more than twelve (12) weeks, we shall, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving written notice to you.

14.3 A Force Majeure Event shall not be grounds for failure to comply with any payment obligations under the Contract.

15. NOTICES

15.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally or sent by prepaid first-class certified mail, return receipt requested or other next working day delivery service, or by commercial courier, or e-mail.

15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 15.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery; or, if sent by e-mail, one Business Day after transmission.

15.3 The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action.

 

16. OTHER IMPORTANT TERMS

16.1 We may transfer our Contract with you, so that a different organization is responsible for supplying your product or service.

16.2 You may transfer only your rights or your obligations under these Conditions to another person if we agree to this in writing.

16.3 Our Contract is between you and us. No other person can enforce it and neither of us will need to sign-off on terminating or changing it. There are no third party beneficiaries stated or implied in the Contract.

16.4 Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.5 Even if we delay in enforcing the Contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you are not permitted to do, but that does not mean we cannot do it later and we are not waiving this right to enforce the Contract.

16.6 If we fail to insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

16.7 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remainder of these Conditions or the Contract. If any provision or part-provision of these Conditions or the Contract is deemed deleted under this Condition 16.7 the parties shall negotiate in good faith to agree to a replacement provision that, to the greatest extent possible, achieves the intended result of the original provision.

16.8 If either party seeks to enforce its rights under the Contract by legal proceedings, the non- prevailing party shall pay all costs and expenses incurred by the prevailing party, including without limitation all reasonable attorney’s fees and costs.

16.9 These Conditions are governed by the laws of the State of Ohio. Any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Ohio. We both irrevocably agree that the courts of Ohio shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).