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1. AGREEMENT: These Terms and Conditions, the Buyer's Purchase Order and/or the Seller's Quote, shall constitute the entire agreement of the parties ("Agreement") as they become effective upon the Buyer's receipt and acceptance of the Product(s) referenced in the Purchase order, the Seller's Quote or invoice. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, legal representatives and permitted assignees.


2. PAYMENT: Payment is due and payable as set forth on the invoice. A $25 service fee will be assessed for any NSF check. Any amounts unpaid and 15 days past the due date will be subject to a service charge on the unpaid balance at an interest rate interest of 1.5% per month from the date such payment was due or the maximum allowable interest rate under applicable law. The Buyer shall be responsible and liable for all expenses incurred by the Seller in collection, including reasonable attorney's fees.


3. RETURNS: The Product(s) shall be deemed accepted if not refused or returned by the Buyer within 10 days of the Buyer's receipt at the Buyer's expense and risk. Buyer is responsible for claims for error in quantity, weight or number within 10 days after Buyer's receipt of Product. All "Special order" product(s) must be prepaid prior to delivery and are non-returnable. All returns must first be authorized by the Seller's and returned goods must be accompanied by the Seller's Returned Materials Authorization. Returned material must be returned in its original packaging, form and quality. The Buyer assumes all liability for product which is damaged in transit. All Returns received for any reason other than quality, will be subject to a 15% restocking charge. All service fees are nonrefundable.
4. WARRANTIES: The Seller makes no warranty or guarantee, express or implied, including any warranty as to merchantability or fitness for any purpose or use or otherwise, on the product, or any portion or ingredient thereof. Without limiting the foregoing, the Seller is a distributor/reseller and undertakes no investigation regarding the quality or fitness of the product or any portion or ingredient thereof received from its manufacturers or Third-Party suppliers.


5. RISK OF LOSS: Buyer assumes all risk of Product upon shipment released from the Seller's or Seller's partner facility to a carrier. Buyer assumes all responsibilities regardless of the manner of shipment, loss or damage that occurs during shipping.


6. ASSIGNMENT: The Buyer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Seller.


7. LIMITATION OF LIABILITY: In no event shall the Seller be liable to the Buyer or any Third Party for any special, indirect, incidental or consequential damages in connection with, or as a result of the sales, performance, non-performance, delivery, or non-delivery of the product or any portion or ingredient thereof or for any charges or expenses of any nature incurred without the Seller's written consent (except direct damages as provided herein), and the Buyer indemnifies and holds the Seller harmless from any and all such claims by the Buyer or others. The Buyer's exclusive remedy, and the Seller's entire liability for any claim made by the Buyer or others against the Seller is limited to direct damages not to exceed the purchase price for the portion of the product which caused damages.


8. DELIVERY: All delivery dates are estimates and the Seller herein, and the Buyer indemnifies and holds the Seller not responsible for any damages or losses resulting from any delay of any kind, unless there is specific written agreement between Seller and Buyer. The Seller shall not be liable for any default or delay if caused, directly or indirectly, by strikes, picket lines, boycott efforts, fires, floods, freeze, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of government (including without limitation any agency or department of the United States of America or any other country), acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes which are reasonably beyond the control of the defaulting Party. If a Force Majeure Condition interferes with the Seller's delivery of the Product which would cause the cost of the Product to exceed the purchase price, the Seller shall be under no obligation to deliver the Product unless the Buyer agrees to pay such additional costs.


9. TERMINATION/MODIFICATIONS: This agreement may be terminated or modified with Seller's written consent. Buyer shall pay any termination fees based upon actual expenses, costs and reasonable profit loss incurred as a result of the termination.


10. CONFLICTING TERMS: All Quote or Orders accepted by the Buyer shall be subject to the Seller's Terms and Conditions of Sale stated herein and these terms may be changed or amended from time to time by the Seller. Any terms and conditions presented in orders placed by the Buyer which are in conflict with the terms and conditions of this agreement shall be inapplicable to the sale without the express written waiver from the Seller. Acceptance of an order or shipment of Product(s) itself shall not be or deemed to be acceptance of any conflicting or additional terms and conditions.


11. MISCELLANEOUS
(a) Enforcement: If any enforceable term, provision, undertaking or restriction contained in these Terms are held by a court of competent jurisdiction to be invalid, void or unenforceable (in whole or in part), the remainder of the terms, provisions, undertakings and restrictions will remain in full force and effect and will in no way be affected, impaired or invalidated.


(b) Governing Law: Any dispute, claim or controversy arising out of, or between the Parties during the execution of or interpretation of this Agreement shall be resolved by arbitration in accordance with the American Arbitration Association Dispute Resolution Procedures in effect at the time of arbitration. All settlement proceedings will be governed by the laws of the State of California USA. Any cause of action that may arise in any way under this Agreement shall be brought exclusively in the County of Los Angeles. The parties waive any right to a jury trial.


(c) Attorney Fees: Whether by litigation, arbitration or other proceedings, the prevailing party shall be entitled to recover from the other party all costs and expenses associated with such proceedings, including reasonable attorney’s fees. For these purposes, ‘prevailing party’ shall mean the party who is most successful in the proceedings as determined by the trial judge or arbitrator, as the case may be. To be the ‘most successful party’ would require that the party claiming money damages recovers a judgment or award of not less than 70% of the amount of its claim (not including interest, costs or attorney’s fees). If that party does not recover at least that amount, the opposing party will be the ‘prevailing party’ and would therefore be entitled to recover its reasonable attorney’s fees and costs incurred in the proceedings.


(d) Notices: All notices in connection to the term are required to be given in writing and delivered to the address set forth on the Purchase Order by hand or by certified first class mail, postage prepaid, return receipt requested, or by continued fax or e-mail. The date of notice shall be deemed to be the date on which such notice has been sent by fax, received by mail, email or by express delivery service.


(e) No Waiver: All rights and remedies of the Seller shall be deemed cumulative and not exclusive, and the exercise of any such remedy shall not be deemed a waiver of any other right or remedy. No term or condition of this Agreement shall be deemed waived by the Seller, nor shall there be any estoppels against the Seller, except by written consent of the Seller.


(f) Limitations: Any suit or other action based on breach of this Agreement must be commenced within one year from the date of tender for delivery by the Seller.