Tecnifibre USA Inc. (“Tecnifibre USA”) offers certain goods bearing the Tecnifibre trademark for sale to retailers that have been authorized by Tecnifibre USA to make purchases of such products. The submitted credit application will be reviewed by Tecnifibre USA for consideration to be an authorized dealer of Tecnifibre products. If approved as an authorized dealer then the authorized dealer agrees to the terms and conditions set forth herein.

THESE TERMS AND CONDITIONS GOVERN THE SALE OF ALL PRODUCTS BY TECNIFIBRE USA AND APPLY NOTWITHSTANDING ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION.

TERMS AND CONDITIONS

1.    ORDERS:  All orders are subject to acceptance by Tecnifibre USA.  The submission of a purchase order by a Tecnifibre USA sales representative, by an authorized dealer, or the acknowledgment by Tecnifibre USA of receipt of a purchase order shall not constitute Tecnifibre USA’s acceptance of that order.  Tecnifibre USA  may in its sole discretion accept all or any part of an order or substitute comparable product for the items that were ordered.  Tecnifibre USA may at any time refuse to ship product for any reason even if Tecnifibre USA has received payment for the applicable order.  Tecnifibre will in its sole discretion determine which of its products are made available to an authorized dealer for orders, and to determine how to allocate product among authorized dealers.  Tecnifibre USA may cancel an order at any time because the order contains an incorrect price, requests product that the dealer is not authorized to sell, or for any other reason whatsoever.

2.    PRICES:  Tecnifibre USA may correct typographical or other errors in pricing, may reduce or cancel any discounts previously offered to an authorized dealer, and may change its prices at a time.  Each purchase order will be invoiced at the prices prevailing at the time that order is fully recorded into the central ordering system. Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, consular fees, document fees and import duties. If Tecnifibre USA shall be liable for or shall pay any of the foregoing, same shall be paid by authorized dealer to Tecnifibre USA in addition to the price of the products.

3.   TERMS OF SALE:  Authorized dealer will pay for all products by the date specified on the invoice of Tecnifibre USA.  Any sum not paid when due is subject to a service charge of 1.5% per month or the maximum rate permitted by law whichever is lower.  The amount reflected in each Tecnifibre invoice will be the deemed amount stated unless authorized dealer disputes the amount of that invoice in writing within 30 days of when the invoice is due. The authorized dealer will pay the undisputed portion of each invoice. Tecnifibre USA has the right to apply payments and receipts from an authorized dealer at its sole discretion.

4:    SHIPPING; RISK OF LOSS; TITLE:  Tecnifibre USA will ship product FOB from the Tecnifibre USA Inc. Distribution Center or from any other shipping point.  Tecnifibre USA is not responsible for any loss resulting from any delay in shipping or failure to ship. Authorized dealer acknowledges that delivery dates are estimates only and that Tecnifibre USA will not be liable for failure to deliver on such dates. Subject to Tecnifibre USA's right of stoppage in transit, delivery to a carrier will constitute delivery to authorized dealer, and risk of loss will thereupon pass to authorized dealer; however, title shall remain in Tecnifibre USA until payment in full for the products by authorized dealer. Tecnifibre USA reserves the right to make deliveries in installments. Delivery of a quantity which varies from the quantity specified shall not relieve authorized dealer of the obligation to accept delivery and pay for the products delivered. Delay in delivery of one installment shall not entitle authorized dealer to cancel other installments.

5.    RETURNS:  Product that has shipped in accordance with the specifications in the order is not returnable.  If an authorized dealer wishes to return products based upon a claim that they are not defective or that they are not comparable to the items in order, authorized dealer may submit to Tecnifibre USA a request for return; provided, however, that Tecnifibre USA will not approve and return requests received by Tecnifibre USA 30 days or more after delivery of those products to the authorized dealer.  Tecnifibre USA Inc. will not issue any refunds or apply any credits except for items that were approved by Tecnifibre USA Inc. for return.  The authorized dealer will ship returns at its own expense and retain title and risk of loss until receipt by Tecnifibre USA at the designated return destination.  Tecnifibre USA will apply a 10% restocking fee to the authorized dealer for all items that are approved for return by Tecnifibre USA.

6.    GENERAL RESTRICTIONS:  Authorized dealer will not directly or indirectly sell, consign or otherwise transfer product (other than the approved store location or locations) to another retailer, authorized dealer, distributor or broker or under any circumstances where it knows or should know based upon circumstances of the sale, consignment or transfer that the product is intended for resale or likely be resold.

7.    LIMITED REMEDY: DISCLAIMER OF IMPLIED WARRANTIES:  If any product is defective, Tecnifibre USA’s sole and exclusive liability to authorized dealer will be, at the discretion of Tecnifibre USA to (a) repair product, (b) replace defective product or (c) refund the amount the authorized dealer paid Tecnifibre USA Inc. for that defective product.  Tecnifibre USA  expressly disclaims all representations and warranties, express and implied, with respect to the products including the implied warranties of merchantability, fitness for a particular purpose or use, title and non-infringement.

8.    LIMITATION ON DAMAGES AND ACTIONS:  Tecnifibre USA  will not be liable for any loss of profit, interruption of business or any special, consequential, incidental, indirect, special, exemplary or punitive damages suffered or sustained by authorized dealer or any other person.  Any action (other than for failure to pay for goods delivered) must be commenced within one year from the earlier of the date of delivery of the Tecnifibre product. In no event will Tecnifibre USA ’s liability to authorized dealer exceed, for defective product, the amount authorized dealer paid Tecnifibre USA  for the product giving rise to the claim, and for all other claims, the amount authorized dealer paid Tecnifibre USA  within the three-month period preceding the date the claim arose.  These limitations will apply regardless of whether the legal theory of liability for damages arises under contract, tort (including negligence and strict liability), or for any other theory.

9.    SEVERABILITY/WAIVER/CONSTRUCTION:  If a court of competent jurisdiction determines that any provision of this agreement is invalid or unenforceable for any reason, that provision will continue in effect only to the extent it is valid and enforceable and that determination will not affect any other provision unless forced of the remaining Terms and Conditions would be grossly in equitable under the circumstances or would frustrate the primary purpose of these terms and conditions.  Delay or failure to enforce or insist on strict compliance with any of the provisions of these terms and conditions will not constitute a waiver or otherwise modify these terms and conditions, and Technifibre’s waiver of any right related to these terms and conditions on one occasion will not waive any other right, constitute a continuing waiver or waive that right on any other occasion.  Authorized dealer has the opportunity to consult with its attorney and to have these terms and conditions reviewed by its attorney; therefore, no rule of construction or interpretation that disfavors Tecnifibre USA or that favors authorized dealer will apply to this interpretation.

10.  ATTORNEYS’ FEES/GOVERNING LAW/FORUM SELECTION:  Authorized dealer will pay all costs, collection agency fees, expenses, reasonable attorney fees of both in-house and outside counsel (whether incurred prior to, at trial or on appeal) incurred by Tecnifibre USA  in connection with the collection of any past-due sums.  This agreement, and all disputes arising out of this agreement or out of the relationship between Tecnifibre USA  and authorized dealer, will be governed by the laws of the state of Florida.  Authorized dealer irrevocably consents to the jurisdiction of the state and federal courts located in the state of Florida in connection with all actions arising out of or in connection with this agreement and waives any objections that such venue is an inconvenient forum. Authorized dealer will not initiate an action against Tecnifibre USA in any other jurisdiction.

11.  FORCE MAJEURE:  Tecnifibre USA will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Tecnifibre USA’s time for delivery or performance will be extended by the period of such delay or Tecnifibre USA may, at its option, cancel any order or remaining part thereof without liability by giving notice to authorized dealer.

12. LIMITATIONS OF USE. Products are intended for commercial use only. Authorized dealers using or selling products for any other use do so at their own risk, agree that Tecnifibre USA and the manufacturer of the products are not liable, in whole or in part, for any claim or damage arising from such use, and agree to fully indemnify, defend and hold harmless Tecnifibre USA and the manufacturer of the products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with such use.

13. STATEMENTS AND ADVICE. If statements or advice, technical or otherwise, is offered or given to an authorized dealer, such statements or advice will be deemed to be given as an accommodation to authorized dealer and without charge and Tecnifibre USA will have no responsibility or liability whatsoever for the content or use of such statements or advice.

14. INTELLECTUAL PROPERTY. If an order includes software or other intellectual property, such software or other intellectual property is provided by Tecnifibre USA to buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

15.  EXPORT CONTROLS. The sale, resale or other disposition of products and any related technology or documentation are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Authorized dealer agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export any products to any country to which such export or transmission is restricted or prohibited. Authorized dealer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

16.  ENTIRE AGREEMENT:  These terms and conditions contains the entire agreement and understanding between the parties with respect to their subject matter and supersedes prior contemporaneous oral and written agreements, commitments and understandings concerning that subject matter.