Military Agency Group (as “Purchaser”) and associated Purchase Order(s) (“Order(s)”) Terms & Conditions:

1. PRICE: This Order must not be filled at a price higher than shown on the face of the Order. Purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time by Purchaser in connection with this Order. No extra charges of any kind will be allowed unless specifically agreed to in writing by Purchaser. All applicable taxes arising out of transactions contemplated by the Order will be borne by Seller.
2. DELIVERY: Time is of the essence of this Order. All the prices include shipping to the “Ship To” address on the Order, and are F.O.B. Destination Freight Prepaid, unless specifically identified elsewhere in the PO.
3. INSPECTION: All goods will be subject to inspection and test by Purchaser and its customer prior to final acceptance. Final acceptance or rejection of the goods will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Purchaser for them. Purchaser's payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at its expense. Payment, if any, made for any good rejected hereunder shall be promptly refunded by Seller.
4. WARRANTIES: In addition to warranties arising under the Uniform Commercial Code of New York, Seller represents and warrants that (a) all goods are free of any claim of any nature by any third person and that Seller will convey clear title to Purchaser, (b) all goods offered for sale and/or sold to Purchaser (the "Products") shall be genuine and authentic and comply with all federal, state and local laws, ordinances, rules and regulations, including, without limitation, the Food, Drug and Cosmetics Act (21 U.S.C. 301 et seq.) and the rules, regulations and guidelines promulgated thereunder (collectively, the "FDC Act"); the Lanham Act (15 U,S,C. §1051 et seq.) and all its state law corollaries; and the Fair Packaging and Labeling Act (16 U,S.C. §1451 et seq.); all as may now or hereafter be amended (collectively, the “Laws"); (c) none of the Products is or will be adulterated or misbranded within the meaning of any of the Laws, nor shall any of the Products be a product or article that under any of the Laws may not be introduced into interstate commerce or that otherwise may not be sold in its current condition; (d) all of the Products when sold to Purchaser shall be owned solely by Seller free and clear of claims, encumbrances, liens, conflicting interests and restrictions of any nature whatsoever (including contractual) on their title or on the right of Seller to sell them to Purchaser; (e) Seller’s sale of the Products to Purchaser does not and will not violate or conflict with any Law, agreement, contract, settlement, court order, judgment, consent order or other restriction or limitation affecting Seller or any of the Products; (f) the Products have been legally manufactured and/or obtained by Seller, without fraud, misrepresentation, concealment of any material fact, tortious interference with contract, malfeasance or any misconduct whatsoever by Seller or, to the best of Seller's knowledge after due inquiry, by any supplier of the Products to Seller, and (g) to the extent that Seller is a reseller, Seller hereby represents and warrants that it has all rights necessary to sell the goods to Purchaser for resale at retail. All warranties of Seller herein or which are implied or imposed by law shall survive any inspection, delivery, acceptance or payment by Purchaser. If Purchaser reasonably believes that any of the Products may (a) not be not genuine, (b) have been procured by fraud, (c) violate any of the Laws, (d) be short-dated or (d) otherwise do not comply with the terms of this Order, Seller, at Seller's sole cost and expense, shall accept the return from Purchaser thereof and shall promptly refund to Purchaser all amounts paid by Purchaser for such Products. At Purchaser’s option, Purchaser may offset all or part of such amount paid against past or future amounts owed to Seller by Purchaser.
5. INDEMNIFICATION and INSURANCE: Seller, at its sole cost and expense, shall indemnify and hold Purchaser and its customers harmless and shall, upon request, defend each of them (through counsel chosen by or acceptable to Purchaser, but at Seller’s expense) from and against any or all claims, demands, litigation or proceedings of whatever kind, and from and against all direct, indirect, special, exemplary, incidental or consequential damages or penalties of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods, any breach by Seller of any of its obligations or warranties hereunder, or any other act, omission or negligence of Seller or any of Seller's employees, workers, servants, agents, subcontractors or suppliers. Seller shall, upon request, promptly pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys' fees, as incurred by Purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss or damage. Seller shall maintain such insurance (including without limitation commercial general liability insurance and/or advertising injury coverage and/or intellectual property infringement coverage) as will adequately protect Purchaser with respect to this indemnity and hold harmless. Seller agrees to submit evidence of such insurance when requested by Purchaser. PURCHASER'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS ORDER IS LIMITED TO THE AMOUNT PAID BY PURCHASER FOR THE GOODS AND/OR SERVICES. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, PURCHASER SHALL NOT BE LIABLE UNDER THIS ORDER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES EVEN IF PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. EDI: If Seller is on the EDI or EDI to FAX system of Purchaser or of Purchaser’s customer, Seller acknowledges that the terms and conditions herein stated apply to each order placed pursuant to EDI or EDI to FAX, even though these terms and conditions are not separately transmitted with each order.
7. MISCELLANEOUS:

​

1. GOVERNING LAW: The Order, and all transactions relating to it, will be interpreted under and governed by the laws of the State of New York in the United States of America without regard to its conflict of law principles. Purchaser and Seller agree that the exclusive venue for all actions arising in connection herewith will be either (i) the state court in the City and County of New York, or (ii) the federal court for the Southern District of New York, or (iii) the court in which is pending any proceeding subject to indemnification hereunder. The parties agree to submit to each such jurisdiction and to waive any defense of personal jurisdiction and any claim that such courts are an inconvenient forum. Further, the United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) will not apply to the Order or any related transactions.
2. JURY TRIAL WAIVER: The Seller and Purchaser hereby waive trial by jury in any action, proceeding, claim or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way related to this Order.
3. ENTIRE AGREEMENT: This Order is intended by the parties as a final expression of their agreement with respect to such terms as are included in it, and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade will be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.
4. WAIVER; MODIFICATION: No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. The failure of Purchaser to enforce at any time or for any period of time any of the provisions hereof will not be construed to be a waiver of such provisions or of the right of Purchaser thereafter to enforce each and every such provision. Any oral waivers, oral amendments, oral modifications and/or purported oral terminations are of no force and effect.

Military Agency Group (as "Seller") and associated Sales Order(s), Pro Forma Invoice(s), and/or Invoice(s) (collectively “Invoice(s)”) Terms & Conditions:

1. TERMS OF PAYMENT:  All amounts invoiced must be paid within the number of days stated on the Invoice.  If terms are not stated on any Invoice, Net 30 days shall apply. In addition, Buyer shall pay all sales, use, customs, excise or other taxes presently or hereafter payable in regards to this transaction, and Buyer shall reimburse Seller for any such taxes or charges paid by Seller.
2. PAYMENT, PRICE, TRANSPORTATION:  Seller shall have the continuing right to approve Buyer’s credit. Seller may at any time demand advance payment, additional security or guarantee of prompt payment. If Buyer refuses to give the payment, security or guarantee demanded, Seller may terminate the Agreement and/or refuse to deliver any undelivered goods and Buyer shall immediately become liable to Seller for the unpaid price of all goods delivered & for damages as provided in Paragraph 5 below. Buyer agrees to pay Seller cost of collection of overdue invoices, including reasonable attorney’s fees incurred by Seller in collecting said sums. All sales shall be F.O.B. the place of shipment (within the meaning of section 2-319(a) of the Uniform Commercial Code) stated on face of the Invoice, unless otherwise expressly stated on the face of the Invoice.
3. DELIVERY, TOLERANCES, WEIGHT:  Upon due tender of goods for delivery at the F.O.B. point all risk of loss or damage and other incident of ownership pass to Buyer, but Seller retains a security interest in the goods until purchase price is paid. All deliveries are subject to weight at shipping point, which shall govern. Tolerances are as stated on the face of the Invoice or, if not so stated, per industry standard, if any.
4. WARRANTIES:  Seller warrants that goods sold hereunder are merchantable UNLESS manufactured in conformance with Buyer’s particular specification, and that Seller conveys good title thereto. IN NO EVENT WILL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF CUSTOMER HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS PARAGRAPH 4, SELLER GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED HEREIN, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THIS STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SELLER FOR DAMAGES INCLUDING BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY GOODS SOLD HEREUNDER. Seller specifically does not warrant the accuracy or sufficiency of any advice or recommendations given to Buyer in connection with the sale of goods hereunder.
5. DEFAULT:  Buyer shall be liable for Seller’s damages including loss of reasonable profits, caused by Buyer’s default hereunder. If Seller, upon Buyer’s default, repossesses or retains any goods sold hereunder, Seller’s damages shall be the contract price of the goods plus freight, storage, handling & all other disposal costs incurred, less the then-current reasonable scrap value of the goods, if any.
6. REMEDIES:  If goods supplied are not merchantable, Seller at its option may replace them or refund the purchase price upon their return. Buyer shall not return goods until Seller has had reasonable opportunity to investigate goods, and then only after receiving Seller’s written shipping instructions. THIS SHALL BE BUYER’S EXCLUSIVE REMEDY. Buyer waives all claims arising from breach by Seller unless Seller receives written notice of breach from Buyer within 90 days after Buyer receives goods. In no event shall Seller be liable for any special consequential, or contingent damages resulting from Seller’s Breach of Warranty, delay or performance or any other default hereunder. Buyer further agrees that Seller will not be liable for any lost profits nor or any claim or demand against Buyer by any other party.
7. FORCE MAJEURE:  Seller shall not be liable for any damages resulting from: any delay or failure of performance arising from any cause not reasonably within Seller’s control; accidents to, breakdowns or mechanical failure of machinery or equipment, however caused; strikes or other labor troubles, shortage of labor, transportation, raw materials, energy sources, or failure of usual means of supply; fire; flood; illness, epidemic, or pandemic; war, declared or undeclared; insurrection; riots; acts of God or nature or the public enemy; or priorities, allocations or limitations or other acts required or requested by Federal, State or local governments or any of their sub-divisions, bureaus or agencies. Seller may, at its option, cancel this Agreement or delay performance hereunder for any period reasonably necessary due to any of the foregoing, during which time this Agreement shall remain in full force and effect. Seller shall have the further right to then allocate its available goods between its own uses and its customers in such manner as Seller may consider equitable.
8. INTELLECTUAL PROPERTY INDEMNITY:  Seller shall hold Buyer harmless (excluding costs of defense, including attorneys’ fees) for liability of Buyer for damages determined in any action against Buyer based on a claim that Buyer’s sale or use of goods normally offered for sale by Seller, supplied by Seller hereunder, and while in the form, state or condition supplied by Seller, constitutes infringement of any intellectual property law or right; provided Seller shall receive prompt written notice of the claim or action, and Buyer shall give Seller authority, information and assistance at Seller’s expense. Buyer shall hold Seller harmless (excluding costs of defense, including attorneys’ fees) for liability of Seller for damages determined in any action against Seller based in a claim that the manufacture or sale of goods hereunder constitutes infringement of any intellectual property law or right, if such goods were manufactured pursuant to Buyer’s designs, specifications and /or formulae, and were not normally offered for sale by Seller; provided Buyer shall receive prompt written notice of the claim or action and Seller shall give Buyer authority, information and assistance at Buyer’s expense. BUYER AND SELLER AGREE THAT THE FOREGOING CONSTITUTES THE PARTIES’ ENTIRE LIABILITY FOR CLAIMS OR ACTIONS BASED ON INFRINGEMENT OF ANY INTELLECTUAL PROPERTY LAW OR RIGHT.
9. LIMITATION OF LIABILITY:  SELLER'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS INVOICE (NO MATTER THE SOURCE OF OR REASON FOR ANY SUCH LIABILITY) IS LIMITED TO THE AMOUNT PAID BY BUYER FOR THE GOODS AND/OR SERVICES. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, SELLER SHALL NOT BE LIABLE UNDER THIS INVOICE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. WAIVER, MISTAKE:  Seller’s waiver of any provision herein or any breach hereof, shall not constitute a waiver of any subsequent breach thereof, nor of any other provision herein. Seller may correct any errors herein, on any Invoice issued to Buyer, or on its published price sheets, and such correction shall operate to amend these Terms and Conditions.
11. GOVERNING LAW:  The Invoice, and all transactions relating to it, will be interpreted under and governed by the laws of the State of New York in the United States of America without regard to its conflict of law principles.  Buyer and Seller agree that the exclusive venue for all actions arising in connection herewith will be either (i) the state court in the City and County of New York, or (ii) the federal court for the Southern District of New York, or (iii) the court in which is pending any proceeding subject to indemnification hereunder or (iv) the American Arbitration Association.  The parties agree to submit to each such jurisdiction and to waive any defense of personal jurisdiction and any claim that such courts are an inconvenient forum. Further, the United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) will not apply to the Invoice or any related transactions. 
12. JURY TRIAL WAIVER:  The Buyer and Seller hereby waive trial by jury in any action, proceeding, claim or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way related to this Invoice. 
13. ENTIRE AGREEMENT:  This Invoice is intended by the parties as a final expression of their agreement with respect to such terms as are included in it, and is intended also as a complete and exclusive statement of the terms of their agreement.  No course of prior dealings between the parties and no usage of the trade will be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. 
14. WAIVER; MODIFICATION:  No claim or right arising out of a breach of this Invoice can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party.  The failure of Seller to enforce at any time or for any period of time any of the provisions hereof will not be construed to be a waiver of such provisions or of the right of Seller thereafter to enforce each and every such provision.  Any oral waivers, oral amendments, oral modifications and/or purported oral terminations are of no force and effect.
15. CONFLICTING PROVISIONS:  Buyer expressly WAIVES all provisions contained in any of Buyer’s correspondence or forms involved in this sale which negate, limit, extend or conflict with provisions herein and agrees that this Agreement constitutes the entire contract between Buyer and Seller except as expressly negated, limited or extended by Seller IN WRITING and signed by an officer of Seller.
16. ARBITRATION FOR CLAIMS EXCEEDING $2,000.00:  Any and all disputes relating to this Agreement or its breach in which the amount in controversy exceeds Two Thousand ($2,000.00) Dollars shall be settled by arbitration in New York, NY, before a single arbitrator and otherwise in accordance with the then current rules of the American Arbitration Association pertaining to commercial disputes, and judgement upon the award entered by the arbitrator may be entered in any Court having jurisdiction hereof. Costs of arbitration, including reasonable attorney’s fees incurred in arbitration as determined by the arbitrator, together with any reasonable attorney’s fees incurred by prevailing party in Court enforcement of the arbitration award after it is rendered by the arbitrator, shall be paid to the prevailing party by the party designated by the arbitrator or Court. The arbitrator is directed to strictly apply the law of the State of New York without giving effect to any principles of conflict of laws.  Should one party either dismiss or abandon its claim or counter-claim before hearing thereon, the other party shall be deemed the "prevailing party" pursuant to this Agreement. Should both parties receive judgement or award on their respective claim, the party in whose favor the larger judgement or award on their respective claim, the party in whose favor the larger judgement or award is rendered shall be deemed the "prevailing party" pursuant to this Agreement.  This provision shall in no way effect or limit any rights Seller may have to seek a preliminary injunction in court, or to enforce any security granted by law including but not limited to statutory right to repossession, garageman’s lien, warehouseman’s lien, mechanic’s liens, stop notices, or suit on payment bonds.
17. SERVICE CHARGE:  A service charge of 18% per year (prorated) will be made on past due accounts.
18. EDI:  If Buyer is on the EDI or EDI to FAX system of Seller, Buyer acknowledges that the terms and conditions herein stated apply to each Invoice placed pursuant to EDI or EDI to FAX, even though these terms and conditions are not separately transmitted with each Invoice.
19. Deposits made towards any purchase order(s) are non-refundable and will be applied to final payments owed.