Chester Fields Bronzes, Inc.

Purchase and Sale Agreement

Cougar Pride

Seller:Chester Fields Bronzes, Inc. / Purchaser:
15204 East Bella Vista Lane / Address:
Veradale, WA99037
Tel:509.926.7049
Fax:509.926.2273 / Tel:
/ Fax:

Purchase andSale. Chester Fields Bronzes, Inc., a Washington corporation, (“the Company”), hereby agrees to sell and the above-named Purchaser hereby agrees to purchase the Sculpture listed below pursuant to the terms of this Agreement. Shipping dates are estimated based upon approximate foundry casting time. Purchaser acknowledges that the actual shipping date may be later than the approximate shipping date depending upon Sculpture size and foundry capacity.

Title and Number / Height / Purchase
Price / Recommended
Retail
Sales Price / Approximate
Shipping Date
½ Life Size Cougar Pride / 29.5" / $18,500 / $18,500 / 3.5 Months from
Standard Edition of 20, 4 Artist Proofs, 1 Master Copy / Date of purchase
Special Terms: Black Granite Base
Cast at T.HunterBronze inWalla Walla, WA

Purchase Price, Payment and Shipment. The Total Purchase Price for the Sculpture listed above is $25,000. Purchaser agrees to pay a non-refundable payment of fifty percent (50%) of the Total Purchase Price upon execution of this Agreement and agrees to pay the remaining unpaid balance of the Purchase Price of a Sculpture prior to the Company’s tender of delivery of the Sculpture to Purchaser. In addition, Purchaser shall be responsible for and pay all costs of shipping and insurance related thereto. The Company shall pay for custom crating and packaging of each Sculpture. If The Company cannot provide this sculpture in the time period then the purchaser will have the option of a full refund. The Company reserves the right to create this composition in different sizes, and in such derivative editions as shown in the Certificate of Authenticity. See the reverse side of this Agreement for additional terms relating to payment and shipment. Purchaser shall be responsible for any sales, use or other transfer taxes imposed on the sale by any state and shall indemnify and hold Seller harmless from any such claim. The Total Purchase Price does not include any applicable taxes.

Please Read the Terms on the Reverse Side of This Agreement Before Signing. By signing below, each party agrees to be bound by the terms stated on the reverse side of this Agreement. This Agreement shall not be binding upon the Seller until signed by its President.

Chester Fields Bronzes, Inc. / Purchaser
By: / By:
Date: / Date:
Print Name: / Print Name:

CHESTER FIELDS BRONZES, INC.

PURCHASE ANDSALE AGREEMENT

Chester Fields Bronzes, Inc. is pleased you have chosen to purchase a Chester Fields’ Sculptureal Bronze Sculpture (“Sculpture”). We are proud to offer our finely crafted bronze Sculptures for sale pursuant to the terms of this Purchase and Sale Agreement (“Agreement”).

Throughout this Agreement, the terms “we” or “us” or “our” refer to Chester Fields Bronzes, Inc., and the terms “you" or “your” refer to the Purchaser.

■Sculptures. You agree to purchase and we agree to sell each Sculpture listed in this Agreement. Each Sculpture shall be signed by Artist Chester Fields in his customary manner and shall be identified by title, size, and number within the edition. We represent that we have title to each Sculpture free and clear of any liens or encumbrances.

■Purchase Price and Payment. You agree to pay the Purchase Price of each Sculpture as set forth in this Agreement. Unless we agree otherwise, you shall pay us at least fifty percent (50%) of the Purchase Price of each Sculpture as a non-refundable payment at the time you execute this Agreement. You shall pay us the remaining unpaid balance of the Purchase Price of a Sculpture prior to our tender of deliver of the Sculpture to you. Your payment of the Purchase Price shall be in cash only, including cashier's or personal check.

■Shipment and Tender of Delivery. We expect to tender delivery of the Sculpture to you on the Approximate Shipping Date set forth on the front side of this Agreement. We agree to notify you when the Sculpture is complete and ready for shipment to you. You shall make arrangements and be fully responsible for taking possession of the Sculpture upon making the final payment, including costs of shipment from the foundry and installation of the Sculpture. Our tender of delivery to you shall be effective upon our delivery of the Sculpture to the carrier at the foundry. We will not deliver the Sculpture to the carrier until we receive full payment of the Purchase Price and full payment of shipping costs and insurance, if necessary. If you fail to make full payment of the Purchase Price and full payment of the costs of shipping and insurance within thirty (30) days after receiving notice that the Sculpture is complete and ready for shipment to you, we may, at our discretion, retain any and all amounts paid to us and forfeit any and all of your rights to the Sculpture.

■Passage of Title and Risk of Loss.Title to each Sculpture and risk of loss shall pass to you upon your full payment of the Purchase Price and our tender of delivery of the Sculpture to you.

■Materials Used.EachSculpture is cast in bronze. Depending upon the edition, a Sculpture may also contain stainless steel, gold and/or silver plated accents, and a custom marble base. An acid patina is applied to the bronze surface with a hot torch and sealed with a hot wax to prevent darkening. All Artist Proof Sculptures have diamond eyes. Diamond embellishments are available upon request. We, on behalf of the Artist, reserve the right to modify the materials used in creating each Sculpture.

■Death or Disability of Artist. This Agreement shall not terminate because of the death or disability of Artist. In the event Artist should die or become disabled before this Agreement is completed, we shall be entitled to all our rights and benefits hereunder, and to complete our performance under this Agreement.

■Copyright Reservation. We reserve every right available at common law and/or under the Federal Copyright Act to control the making and distribution of copies or reproductions of Sculptures. No Sculpture may be reproduced without our prior written consent. All reproductions in catalogues, brochures, advertisements, and other promotional literature shall carry the appropriate copyright notice. You agree to take such other actions as we may reasonably request to protect our copyright.

■Derivative Editions. We, on behalf of the Artist, reserve the right to create this composition in different sizes and in such derivative editions as shown in the Certificate of Authenticity.

■ Authenticity. We represent that each Sculpture is an original creation of Artist Chester Fields. We will sign and deliver to you a Certificate of Authenticity setting forth our copyright reservation, limited edition guarantee, and limited warranty.

■ One (1) Year Limited Warranty. We guarantee each Sculpture for one (1) year after the date of casting or after the date we tender delivery of the Sculpture to you, whichever is later, against any defects in the patina or any unnatural patina discoloration; against any defects in the gold or silver plating; and against any cracks in the welds. This warranty is conditioned upon you performing the recommended cleaning and maintenance. Our obligation under this warranty is limited to replacement or repair of any portion of the Sculpture that, in our opinion, is defective. This warranty shall not apply in the event the Sculpture is altered or repaired by anyone other than us (or our authorized agent) or in the event the Sculpture is subject to misuse or abuse. We make no other warranties, express or implied, which extend beyond the warranty expressly stated herein. We shall not, under any circumstances, be liable forconsequential or incidental damages for breach of warranty.

■ Written Notice. Any notice required to be made or given to either party shall be in writing and addressed to such party at the address or facsimile number stated on the front side of this Agreement. Either party may change addresses by giving written notice to the other party. Written notice shall be deemed to have been given seventy-two (72) hours after posting when sent by first class mail and on delivery when sent by hand or to a designated facsimile number.

■ Assignment. Neither party may assign this Agreement or any of the rights under it without the prior written consent of the other party.

■Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without giving effect to any law or principle of law which would require application of the law of a jurisdiction other than the state of Washington.

■Entire Agreement. This Agreement is a complete and final expression of terms, conditions and covenants between the parties. This Agreement supersedes all prior or contemporaneous oral or written negotiations, agreements and contracts between the parties. No waiver, modification, or alteration of any of the terms of this Agreement shall be valid unless evidenced in writing signed by each party.

■Jurisdiction/Venue.Washington courts shall have jurisdiction over the parties and any action arising out of this Agreement and the venue shall be in Spokane County, Washington.

■ Costs and Attorney Fees.In the event that either party deems it necessary to employ an attorney or take any action to enforce or protect the provisions of this Agreement, regardless of whether or not a lawsuit is commenced, the defaulting or non-prevailing party shall pay the non-defaulting or prevailing party’s reasonable attorney’s fees and costs, in addition to any costs, expenses, or other remedies authorized by statute.

■Time of the Essence. Time is of the essence under this Agreement.

■ Waiver. The failure of either party to insist, in any one or more instances, upon the performance of any term of this Agreement, shall not be construed as a waiver or relinquishment of the right to future performance of such term, and the obligation of such future performance shall continue in full force and effect.

■ Savings Clause. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provisions shall be fully severable. This Agreement shall be construed and enforced as if such illegal or otherwise unenforceable provision had never comprised a part hereof. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected.

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