ACCEPTANCE: By accepting or filling this Purchase Order, Seller agrees to Buyer’s terms and conditions, which shall prevail over inconsistent provisions in any form or other paper submitted by Seller. Any different or additional terms or conditions in Seller’s quotation or acknowledgement shall constitute a counter-offer and no contract shall exist unless accepted in writing by Buyer. This Purchase Order shall constitute the entire agreement between parties unless modified in writing by Buyer, provided however, that where express provisions on the front of this Purchase Order or in any other written agreement between Buyer and Seller expressly referenced on the front of this Purchase Order are inconsistent with any terms and/or conditions of paragraphs 1 through 19 here of, then said express provisions shall prevail.

CASH DISCOUNT: The latter date of either the receipt of the invoice or receipt of the goods by Buyer shall be used as the commencement date for computing prompt pay discounts, unless agreed otherwise in writing.

QUANTITY: If this Purchase Order is for Promotional Products the quantity tolerance is -0% + 5% unless specified on the front of the Purchase Order. Purchase Order will not be considered complete unless Seller ships at least the quantity ordered and Buyer will not accept or pay for quantity in excess of 5% over-runs, unless specified in writing. If this Purchase Order is for Catalog Publishing Paper the quantity will be NOT LESS THAN quantity specified. All other goods are to be shipped in the exact quantity specified by Buyer in the Purchase Order and no minus or plus variances from the exact quantity specified will be acceptable. All quantities shipped by Seller to Buyer, for other than Promotional Products or Catalog Publishing Paper, in excess of the quantities specified by Buyer may be shipped back by Buyer to Seller at Seller’s sole expense.

QUALITY: Goods delivered under this Purchase Order shall be subject to Buyer’s approval not withstanding prior inspection and testing. All or any part may be returned at Seller’s expense for transportation and insurance both ways if found within a reasonable time from date of their opening to be defective or not in accordance with the Purchase Order. Any payments made by Buyer for the unacceptable goods must be promptly refunded to Buyer. Acceptance of all or part of the goods or payment therefore, or failure to notify Seller promptly, shall not waive or affect Buyer’s right to cancel or return all or part of the goods, or recover damages, or recover upon Seller’s warranties or agreements of indemnity. Seller warrants that the goods sold hereunder are new unless specified otherwise, conform to specifications, are fit for the purposes represented by Seller, merchantable, of highest quality and workmanship and free of defects.

DELIVERY: Seller shall notify Buyer immediately of any situation that may delay or threaten to delay the timely performance of this Purchase Order. Buyer may cancel all or any part of this Purchase Order or may refuse to accept, or may return at Seller’s expense, any goods if Seller fails to deliver all or any part of the goods in accordance with Buyer’s terms. Acceptance of part of the Purchase Order shall not oblige Buyer to accept later shipments nor affects Buyer’s right to return goods already accepted. Partial deliveries are not authorized without prior approval.

PRICE: The prices herein shall not be increased without Buyer’s written consent. Seller agrees that if at any time during the life of this Purchase Order, Seller shall quote or sell at lower prices similar goods and/or services under similar conditions and in similar quantities, such lower prices will be substituted for the prices named herein.

PATENT, COPYRIGHT & TRADEMARK INDEMNITY: Seller warrants that the goods sold hereunder, the method of manufacture thereof, and the use of such goods where a representation of suitability for such use; expressly implied has been made, do not infringe any United States or foreign letters, patents, copyrights or trademarks, and agrees to indemnify Buyer against any damages assessed against or incurred by Buyer, including damages, costs ad expenses in any suit against Buyer alleging such infringement provided Buyer gives Seller prompt notice in writing of the institution of any such suit and permits Seller, if it so elects, to enter and defend, settle or otherwise terminate such suit.

ASSIGNMENT: Seller shall not assign orally, in writing or by operation of law, in whole or in part, to any person, firm, corporation or government agency, its rights, interest, or obligation under this Purchase Order without prior written permission of Buyer.

WORK ON BUYER’S PREMISES: If this Purchase Order covers the performance of labor on Buyer’s premises, Seller agrees to indemnify and protect Buyer against all liability for injury or damages or any person or property arising out of the performance of this Purchase Order. Seller further agrees upon request to furnish a certificate from its insurance carrier showing that it carries Workman’s Compensation, Public Liability and Property Damage Insurance coverage in form and amount, which in Buyer’s opinion are adequate.

ART, DESIGN AND SAMPLES: All art proprietary design, information and data furnished by Buyer to Seller is Buyer’s exclusive property, shall be used by Seller only for Buyer’s work, shall be kept confidential, and shall be returned promptly at Buyer’s request. Samples of completed Purchase Orders or speculative samples utilizing supplied art or design cannot be used for catalog photos or displayed at tradeshows or submitted for competition without prior written approval from Buyer.

PACKAGING EXTRAS: No extra charge for special packing, labeling, crating, or storage will be accepted unless there is a written agreement to such charges.

COMPLIANCE WITH LAWS AND REGULATIONS: Seller shall comply with Federal and all applicable State, County and local laws, ordinances and regulations. This includes but is not limited to The Federal Occupational Safety and Health Act of 1970 and the Fair Labor Standards Act of 1938, as amended, and all standards and regulations issued there under.

E.P.A.: The Seller warrants that they have complied with the Environmental Protection agency Toxic Substances Control Act’s reporting regulation and any and all pre-manufacturing reporting required with regard to either the goods shipped or any of the goods constituent ingredients.

F.D. & C. GUARANTEES: In the event that goods ordered herein are food, drugs, devices or cosmetics, Seller guarantees that for the purpose of Section 303c of the Federal Food, Drug and Cosmetic Act, no commodity or article listed herein which falls within the scope of said Act is adulterated or misbranded within the meaning thereof or is an article of goods which may not, under the provisions of Section 404 or 505 of said Act, be introduced into Interstate commerce.

PROPOSITION 65 COMPLIANCE: Supplier warrants that all goods sold Buyer are in full compliance with California’s Proposition 65 and contain the appropriate required labeling for sale by the Buyer and use by the End Users of Buyer’s Client in the State of California. When Proposition 65 labeling is required, Seller will advise Buyer in advance of this Purchase Order being processed.

INTERACTION WITH CLIENT & MARKETING: If the goods subject to this Purchase Order are to be sold by Buyer, acting as Sales Distributor for the Seller, to a Buyer’s Client, then the Seller shall not contact Buyer’s Client directly. In the event the goods are drop shipped directly to Buyer’s Client or when the original packaging must be retained to protect the goods in shipping to Buyer’s Client, Seller shall not show Seller’s name or phone number on any packaging or packing lists. Seller shall not insert any invoice or product literature with goods.

INSTRUCTIONS, DEEVIATIONS, CHANGES: Oral correspondence by Buyer or Seller must be confirmed in writing to be valid. Acceptable forms of communication include mail, Internet e-mail and fax transmissions.

“FORCE MAJEURE”: In the event of war, fire, flood, strike, labor trouble, accident, riot, act of governmental authority, act of God, or any other contingencies beyond the reasonable control of the party affected interfering with the partial or total production, supply, transportation, or consumption of the goods sold hereunder, or with the supply of any raw material used in connection therewith, the quantities so affected may be eliminated from the Purchase Order without liability, but the Purchase Order shall otherwise remain in effect. Neither party shall be liable to the other for failure to partially or totally perform for the quantities so affected. The party claiming the force majeure event must immediately notify the other party when the event occurs.

GOVERNING LAWS: The interpretation, construction, effect and performance of these Terms and Conditions and any agreement of sales resulting from its acceptance, is to be governed by the laws of the State of New Jersey without reference to any rules of conflict of laws.

VENUE: The parties agree that the venue for any action, injunctive application or dispute determinable by a court of law arising out of this AGREEMENT shall be the Sate of New Jersey and that the state courts therein shall have jurisdiction over the subject matter and the parties.