This Agreement ("Agreement") contains the all of the terms and conditions that apply to the purchase of products from Bokoo Corporation ("Bokoo").

Terms of Sale:

The purchase price for the products is due and payable in full at the time of placement of the order. Unless we otherwise agree in writing you may not change or cancel (in whole or in part) any purchase order which is accepted by us. If we do agree to allow you to cancel an order we may assess a 20% restocking fee. If we deliver an order that contains a portion of the products ordered, then that order shall be deemed fulfilled in accordance with the terms of the applicable purchase order, but you shall only be required to pay for that portion of the products actually delivered. All of your obligations to make payments under this Agreement shall be absolute and unconditional, and notwithstanding any provisions contained herein or any other documents to the contrary, none of such obligations shall be subject to any set off or counterclaim under or with respect to this or any other agreement. This Agreement applies to all orders for products accepted by us. No order shall be binding upon us until we send you confirmation of such order through e-mail. If any proceeding is brought by or against you under bankruptcy or insolvency laws, we shall be entitled to cancel any order then outstanding.

Price:

The price payable for all products shall be payable in United States Dollars.

Taxes:

In addition to the price payable by you to us, you shall be solely responsible for and shall pay to us all taxes, duties, fees, charges or other assessments of any nature assessed by any governmental authority relating to any sale, delivery, transfer, use, import, export or possession of any product sold in connection with this Agreement (except for taxes assessed based upon our net income).

Limited Warranty; Limitation of Liability

OUR CUSTOMERS ARE IMPORTANT TO US. CONSEQUENTLY, IN THE UNLIKELY EVENT THAT A PRODUCT IS DEFECTIVE, WE WILL, AT OUR EXPENSE AND OUR ELECTION, REPLACE SUCH PRODUCT OR REFUND PAYMENT FOR IT. THIS IS YOUR SOLE REMEDY. DAMAGES RESULTING FROM NEGLIGENT OR INTENTIONAL MISUSE OF PRODUCTS SHALL VOID THE ABOVE LIMITED WARRANTY. EXCEPT AS STATED ABOVE, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS, INCLUDING, BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF INFORMATION DELIVERED TO YOU, OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, INTENDED USE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. WE WILL NOT BE LIABLE FOR INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL PUNITIVE OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR ARISING IN CONNECTION WITH THIS AGREEMENT OR YOUR PURCHASE OR ATTEMPT TO PURCHASE PRODUCTS, OR OF ANY OTHER OBLIGATIONS RELATING TO THE AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY (WHETHER CLAIMS ARISE IN CONTRACT, TORT, PERSONAL INJURY, PRODUCT LIABILITY OR OTHERWISE) OF BOKOO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES), AND YOUR SOLE AND EXCLUSIVE REMEDY, ARISING WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT, SHALL NOT EXCEED THE AGGREGATE OF YOUR PURCHASE PRICE WITH RESPECT TO ANY PRODUCTS AS TO WHICH THERE IS A DISPUTE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE. YOU HEREBY REPRESENT AND WARRANT TO US THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTE YOUR LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS.

Except as stated above and subject to the other terms of this Agreement, any other claims or disputes with respect to any products or shortage or discrepancy must be reported within 48 hours of receipt by you of such products. You expressly agree that any failure on your part to make any such claim in a timely manner shall complete acceptance by you of the products and constitute a complete bar to any claim by you with respect to such products. Damage due to shipping problems are the responsibility of the carrier and claims must be filed with the carrier. Under no circumstances will credits, refunds, or replacements be permitted without our advance written authorization. Unauthorized returns will be returned at your expense and need not be accepted by us. After the expiration of such 48 hour period, you shall have no further right to reject any products.

Miscellaneous:

Any telecopied signature shall be deemed a manually executed original. We reserve, until full payment has been received, a purchase money security interest in the products sold. We shall not be liable for any delay in performing our obligations under this Agreement, if and to the extent such delay is caused by circumstances beyond our reasonable control. These circumstances shall include, but not be limited to, any delay caused by any act or omission of another party, acts of God, war, civil unrest, riot, insurrection, theft, vandalism, floods, windstorm, labor disputes, freezes, governmental or regulatory actions or inactions, inability to obtain materials, or delay of essential materials or services. In such event the date of our performance may be extended for a period equal to the time lost due to such delay; and we shall not be in default as a result of any such occurrence. You acknowledge that you are responsible for all acts and omissions of the carrier, and that you shall be deemed to have designated the carrier even if we have made arrangements on your behalf with the carrier. This Agreement will be governed by the laws of the United States and the State of Florida, without reference to rules governing choice of laws. You agree that all disputes, issues and controversies relating to this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and that the exclusive situs of such arbitration shall be in Miami-Dade County, Florida with an arbitrator(s) resident in such County. In the event of any default by you, we may decline to make further shipments without in any way affecting our rights under this Agreement. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable, such holding or action shall be strictly construed and the unenforceable provision shall be deemed severable from the remainder of the Agreement to the extent permitted by law, and the validity or effect of any other provision of this Agreement shall remain binding with the same effect as though the void parts were deleted. We may change our policies and operating procedures and the terms of this Agreement at any time. You understand and agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf or to otherwise bind us. This Agreement may not be amended without the prior written consent of both parties making express reference to this Agreement.

You Understand this Agreement:

YOU ACKNOWLEDGE THAT YOU HAVE READ AND FULLY UNDERSTAND THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS, AND THE LEGAL CONSEQUENCES OF THIS AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND US. BY PLACING AN ORDER FOR PRODUCTS FROM US YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS AND CONDITIONS AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS.