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Reseller Terms and Conditions

ENTIRE AGREEMENT: This Agreement is between Innovation First Labs, Inc. extending credit ("Seller") and the Applicant named herein ("Buyer"). These terms and conditions along with the terms and conditions on Seller's invoice and delivery ticket which are incorporated by reference (together referred to as "TERMS") represent the entire agreement between the parties. No other terms, including those on the Applicant's Purchase Order, which are different may add to, modify, supersede or otherwise alter the TERMS without express written approval signed by an authorized representative of the Seller. All other terms are hereby rejected.

RETAIL LOCATION: Applicant agrees to maintain a physical "brick and mortar" retail location which is not a residence.

MAP POLICY: Applicant agrees to honor and adhere to the Seller's MAP Policy (applies only to U.S. dealers and distributors).

PRICING: All MSRP, MAP, wholesale, "As low as", "Special Price" and all other prices on this website are subject to change without notice.

GEOGRAPHIC LIMITATIONS: Applicant agrees that it will not sell Products into countries or markets for which they are not properly labeled. By way of example, if Applicant is located in the United States and buys Products, they will be labeled in accordance with US labeling requirements. The Products will not, however, be labeled for distribution in the EU or Latin America and the Applicant cannot sell or offer the US marked Products in any such markets.

PAYMENT: Applicant agrees to pay for the products according to the TERMS. Payment TERMS are net 30 days from date of invoice. No early payment discounts are offered. If applicant fails to make any payment to Seller when due, the Applicant's entire account(s) with Seller shall become immediately due and payable; and Seller may repossess and remove any such product without notice or demand or may require the Applicant to assemble the collateral and make it available to allow Seller to take possession. All past due amounts are subject to a service charge of 1.5% per month, or at Sellers option, up to the maximum rate permitted by law. If Applicant is in default for non-payment, then in addition to other remedies, Applicant agrees to reimburse Seller all costs of collections, including reasonable attorneys' fees.

SECURITY: To secure payment and performance of all obligations, Applicant hereby grants Seller a Purchase Money Security Interest in all inventory, equipment, and goods distributed by Seller, whenever sold, consigned, leased, rented or delivered, directly or indirectly, to or for the benefit of Applicant by Seller, wherever located, now owned and hereafter acquired. The security interests extends to all repossessions and returns; and all proceeds from the sale, lease, or rental; and all existing or subsequently arising accounts and accounts receivable, chattel paper, general intangibles, and supporting obligations which may from time to time hereafter come into existence during the term of this Security Agreement. Seller's security interest is explicitly limited to outstanding obligations between Seller and Applicant.

WARRANTY: The Applicant's sole and exclusive warranty, if any, is that provided by the Product's Manufacturer. SELLER MAKES NO EXPRESSED OR IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES, WILL SELLER BE LIABLE FOR INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER'S LIABILITY, IF ANY, SHALL BE LIMITED TO THE NET SALES PRICE RECEIVED BY SELLER.

DEFECTIVE MERCHANDISE: Prices to resellers assume that resellers will be financially responsible for defective or damaged product representing up to 3% of the quantity purchased. If such products exceeds the 3% allowance, resellers may contact the Seller for a Return Material Authorization (RMA). The remedy for an RMA is at the sole discretion of the Seller and may include replacement product or a credit to the Buyer's account.

MERCHANDISE QUANTITIES: We reserve the right to limit quantities.