This Agreement by and between the parties named below, is effective as of the _____ day of _________(month) ___ (year) by and between Griffin Distribution, a California Limited Liability Company, with it’s principal place of business at 27525 Puerta Real Suite 300-425, Mission Viejo, CA 92691 and:

Name:                                                                                                                                                        

Address:                                                                                                                                                    

I. TERMS OF AGREEMENT:

These terms and conditions govern the sale of Products by Griffin Distribution Objection to any term herein must be in writing and shall not be deemed timely unless received by Seller within fifteen (15) days from invoice date. Buyer’s failure to object as specified will be deemed conclusive acceptance of all the terms and conditions of this acknowledgement.

II. ORDERS:

All orders placed by Buyer are subject to acceptance by seller. No acceptance by the Seller of any order shall be deemed to be an acceptance of any provision of the Buyer’s purchase order form. No purchase order or written or oral agreement will modify this order, including these terms and conditions, unless specifically agreed to, in writing, by Seller.  Seller may in its sole discretion allocate Products to its Customers. Seller may designate certain Products as NCNR (non-cancelable, non-returnable). 

III. PRICES:

(a.) The prices of the Products are those specified on the front of the invoice. Pricing for undeliverable Product may be increased in the event of any increase in Seller’s cost, change in market conditions or any other causes beyond Seller’s reasonable control. Price quotations, unless otherwise stated, shall automatically expire thirty (30) calendar days from the date issued and may be canceled or amended within that period upon notice to Buyer.

(b.) Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added taxes, and similar taxes. Buyer agrees to pay these taxes unless Buyer has provided Seller with and exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which Product is to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. Buyer agrees to indemnify and hold harmless Seller for any liability for tax in connection withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate on seller’s invoice.

IV. TERMS:

(a.) Corporate standard terms of payment are net thirty (30) days from the date of invoice unless otherwise specified in writing by Seller. Seller may invoice each shipment separately and each shipment shall be considered a separate and individual contract. Buyer agrees to pay such invoice pursuant to its terms without the benefit of setoff or deduction.

(b.) All amounts past due shall bear interest at the rate of 1.5% per month or at the maximum rate allowable by California Law. Seller’s obligation to produce or deliver hereunder is conditioned upon continued good credit of Buyer and upon Buyers’ payment when due of any sum owing by Buyer to Seller under any agreement between the parties. Based on Seller’s reasonable judgment, if Buyer’s financial condition at the time the merchandise is ready for shipment does not justify the terms specified, the Seller reserves the right to change these terms, to require full or partial payment in advance, or to ship the goods C.O.D.

(c.) Seller retains a security interest in the Products delivered to Buyer, and in their accessories, replacements, accessions, proceeds and Products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under this Agreement. If Buyer fails to pay any amount when due, Seller shall have the right to repossess and remove all or any part of the Collateral from Buyer, but not from Buyer’s Customers. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity. Buyer agrees, from time to time, to take any act and execute and deliver any document (including, without limitations, financial statements) reasonably requested by Sellers to transfer, create, perfect, preserve, protect and enforce this security interest.

V. DELIVERY:
Delivery will be deemed complete and risk of loss or damage to the Product will pass to Buyer upon delivery to the carrier. Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller nor shall the carrier be deemed an agent of Seller.  In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Seller to any liability or penalty. If the Product perished while in the custody of the carrier, the Seller shall be deemed to have performed its obligations in full. Seller reserves the right to make deliveries in installments, unless otherwise expressly stipulated herein. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries.

VI. ACCEPTANCE/RETURNS:
Shipments will be deemed to have been accepted by Buyer upon receipt of the said shipments at Buyer’s facility. Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as promptly as possible but in no event later than fifteen (15) days after delivery, at which time Buyers must either accept or reject the Products. Any discrepancy in shipment quantity must be reported within fifteen (15) working days of receipt of the Products. In the event of an over-shipment, Buyer shall have the option to return the Product to Seller at Seller’s expense or alternatively, Buyer may elect to retain the Products (subject to adjustment of invoice price to account for additional items.) Any product returns shall be subject to compliance with Seller’s Return Merchandise Authorization (RMA) policies and procedures as well as applicable restocking charges. Products not eligible for return shall be returned to Buyer freight collect. Return of goods will not be accepted without a properly authorized Return Material Authorization (RMA). Manufacturer return window shall apply for all products distributed.

VII. LIMITED WARRANTY:
Except as provided herein, seller expressly excludes all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. Seller warrants to buyer that all of its products shall be free from defects in material and workmanship during normal use and services.

No agent, employee or representative or the Seller has any authority to bind Seller to any affirmation, representation of warranty concerning the goods sold under this Agreement, and unless an affirmation, representation or warranty made by Agreement, it is not deemed a part of the basis of this bargain and shall not in any way be enforceable. Manufacturer warranty shall apply for all products distributed.

VIII. INDEMNIFICATION:
Buyer will indemnify and hold Seller harmless from and defend Seller against, any loss suit, claim, or damage to persons or property arising out of this Agreement or Buyer’s possession or use of the products provided, or any purchaser’s possession or use of the products provided, which indemnity will survive the termination of this Agreement, provided that such loss, claim or damage was not caused solely by the fault of the Seller.

IX. FORCE MAJEURE:
Seller shall not be liable for its inability to secure sufficient quantities of any Product or failure to deliver due to causes beyond Seller’s reasonable control including, but not limited to, Acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, or shortage of Product, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty.

X. NON-WAIVER:
No course of dealing or failure of either party to strictly enforce any term, right or condition of this Agreement   shall be construed as a waiver of that term, right or condition no shall Seller’s acceptance of a purchase order be deemed as an acceptance of any terms and conditions therein.

XI. ENTIRE AGREEMENT:

This Agreement shall constitute the entire Agreement between the parties with respect to the subject matter of this Agreement and shall not be modified or rescinded, except by a writing signed by Seller and Buyer. The provisions of this Agreement supersede all prior oral and written quotations, communications, agreements, and understanding of the parties with respect to the subject matter of this Agreement. Products furnished and services rendered by Seller are done so only in accordance with these terms and conditions of sale. If any provisions of these terms and conditions of this Agreement are found to be invalid by any court having competent jurisdictions, the invalidity of such provisions shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect. 

Griffin Distribution LLC                                       Company:                                                                             

By:                                                                            By:                                                                                         

               Signature                                                                                      Signature

Name:                                                                      Name:                                                                                     

Title:                                                                        Title:                                                                                      

Date:                                                                        Date: