TERMS AND CONDITIONS OF SALE

1. Any of the terms and provisions of Buyer's purchase order, which are inconsistent with the Terms and Conditions hereof shall not be binding on the Seller and shall not be considered applicable to the sale or shipment of products considered herein. Placement of order constitutes acceptance of Terms and Conditions herein ; contract shall become binding upon the Seller receiving Buyer's order or approval of the same by Seller.
2. Any additional costs resulting from government laws or regulations (or from increased costs of raw materials or supplies used in manufacturing the goods hereafter becoming applicable) will be added to any prices set forth in this contract. Any tooling used in the manufacture of any product by the Seller remains the property of the Seller. No rights of ownership or exclusive use will be granted to the Buyer unless previously agreed to in writing by the Seller.
3. This contract may not be cancelled in whole or in part by Buyer without the written consent of the Seller. Seller shall have the right at any time and from time to time to suspend or limit credit on whole or any unfulfilled portion of this contract and Buyer shall have no right of cancellation due to any such suspension or limitation. If Buyer defaults with respect to or repudiates any of its obligations hereunder, the Seller, without any liability on its part and without hereby waiving any rights to damages or other rights it may have, may cancel any undeliverable portion of this contract.
4. Seller shall have the right to ship in one or more shipments.
5. These commodities, technology , or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law prohibited.
6. Standard Terms are Net 20 Days, but may vary based upon situation or Buyer
7. Minimum order value and quantities apply; please contact Seller for specific information
8. Where prices are FOB destination, they are subject to adjustment for changes in freight rates of carriers between date of order placement and delivery of product.
9. Seller prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price of goods specified herein, the amount of any present or future sales, use, excise or other similar tax applicable to sale of goods hereunder shall be paid by the Buyer, or in lieu thereof, the Buyer shall provide Seller with a tax exemption certificate acceptable to the appropriate tax authorities.
10. Where the Buyer, during the term of purchase order, does not release or accept the quantity of each item originally ordered, the Seller reserves the right to:
    1. Re-in voice the quantity released or accepted at an adjusted sales price based on the unit price for the quantity released or accepted.
    2. Ship and invoice the undelivered quantities as originally ordered.
    3. Ship and invoice the number of units in process or completed, at the price on the order.
11. All orders are subject to standard production quantity variance. An over-run or under-run of up to but not exceeding ten percent ( 10%) will constitute fulfillment of order. The Seller will invoice, and Buyer will pay, for the exact amount shipped.
12. Upon Buyer acceptance of proof, any future alteration called for is to be at the expense of the Buyer. Delay in approving proof or request for alteration after acceptance may result in extended delivery date at the Sellers discretion. Alterations to original design may result in increased price to Buyer based upon materials, labor and tooling requirements.
13. Where labels, wraps or other materials are supplied by Buyer an allowance of up to and not exceeding ten percent (10%) is to be provided to cover spoilage in manufacture. Seller is not responsible for defective product provided by Buyer.
14. Stock items purchased from Seller are eligible for return providing the item is a current catalog item and the integrity of product and packaging are intact. Returns must be within twelve (12) months of invoicing, six (6) months of expiration and less than two months of Seller's inventory. A twenty-five percent (25%) re-stocking fee will be applied to all stock item returns. Made-to-Order product is non-returnable.
15. Seller warrants that at the time of delivery to the carrier products of its manufacture are free from defects in material and workmanship. Seller agrees to replace, without charge to Buyer, all products which are defective and returned to Seller, transportation prepaid, within ninety (90) days of shipment of such product by Seller to Buyer. This warranty is in lieu of all other warranties, expressed, implied and statutory, including the warranty of merchantability. Seller's sole liability shall be to replace defective products in accordance with the terms hereof, and in no event shall Seller be liable for consequential damages of any kind.
16. Incorrect product received as the result of Seller shipping inaccuracies will be replaced at no charge to the Buyer, transportation prepaid , providing the discrepancy is reported to Seller within thirty (30) days of invoicing and discrepant product has been returned to Seller.
17. All discrepancies, due to defect or inaccuracy, will require application of credit to original invoice and generation of a new invoice for replacement product shipped to Buyer. All returned product must be in original packaging and is subject to inspection upon receipt, prior to issue of credit.
18. A Return Goods Authorization (RGA) must be issued by Seller prior to all product returns. Buyer is required to label each box/case they are returning to Seller with the assigned RGA number to ensure credit accuracy. A RGA is valid for forty five (45) days.
19. Seller shall not be liable for delays in delivery or failure to manufacture due to causes beyond its reasonable control, such as acts of God, acts or omissions of the Buyer, acts or omissions of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, riot, war, delays in transportation, and inability due to causes beyond its reasonable control to obtain necessary labor materials, or manufacturing facilities . Seller shall have the right to cancel, refuse, or delay shipment of any order for failure of Buyer to promptly meet payments due to Seller.