MILITARY PETS, INC. 

Terms and Conditions of Sale

Prices

Price for MILITARY PETS, INC.’s products ordered, sold or shipped hereunder (“products”) will be as specified by MILITARY PETS, INC. as the order date, F.O.B., MILITARY PETS, INC. or warehouse or other place of business. Prices do not include any taxes. Buyer agrees to pay all taxes, or provide MILITARY PETS, INC. with a tax exemption certificate acceptable to the taxing authorities.

Terms of payment

All payments shall be made in U.S. Dollars, subject to approval of buyer’s credit F.O.B. Factory after the date of the invoice. Payments are accepted in U.S. dollars in the form of cash, check, money order, credit, factored credit or money transfer. If buyer fails to comply with any payment terms, or in the judgment of MILITARY PETS, INC. the financial condition of buyer does not justify a shipment on credit. MILITARY PETS, INC. requires a partial payment of 50% of total order in advance and shall be entitled to cancel any order then outstanding, declare immediately due and payable all unpaid amounts or products previously shipped to buyer, be relieved of any further obligation hereunder, and be entitled to receive payment of a cancelation charge pursuant to paragraph 6. In addition to MILITARY PETS, INC. shall be entitled to receive interest on all delinquent amounts from the due date of payment, payable at the lesser of one and one half percent per month, or the highest rate permitted under applicable law.

Delivery

Any promised delivery date is only the best estimates of when the products will be shipped and is not of the essence of this contract. MILITARY PETS, INC. assumes no liability for loss, damage o consequential damage of any nature due delay. Unless otherwise provided herein, delivery will be F.O.B. MILITARY PETS, INC. warehouse or other place of business. If the buyer fails to accept the products or any portion there of promptly delivery, MILITARY PETS, INC. may either: (a) demand payment of all sums which would be due had the products been accepted, and transport and store the products at the costs and risk of the buyer, in which case buyer shall pay all charges for transportation demurrage, storage and other charges incurred, or (b) terminate the contract immediately upon notice to buyer, and recover all expenses, losses and damages incurred as a result of such termination.

Transportation and Risk of Loss

When special buyer involving greater expense than customary specifies packing, a charge may be made to cover the extra expense. MILITARY PETS, INC. assumes no responsibility for delay damage; breakage or destruction after delivery has been made to the carrier. All claims for delay, damage or destruction, should be made by buyer to the carrier. Risk of loss or damage to the products shall pass to the buyer, and MILITARY PETS, INC. responsibility for loss or damage shall cease immediately, upon delivery of the products in good order to the carrier F.O.B. MILITARY PETS, INC. warehouse of to place of business.

Cancellations and Acceptation

Orders entered upon MILITARY PETS, INC. records cannot be cancelled without MILITARY PETS, INC. written consent. Any cancellation of an order by buyer shall be subject to a cancellation charge based upon expenses incurred and commitments made by MILITARY PETS, INC. which since impracticable or extremely difficult to ascertain. Shall be deemed 10 %( ten percent) of the price products. Alterations of any order after acceptance by MILITARY PETS, INC. shall be subject to reasonable charge to be determined by MILITARY PETS, INC.

Returns

No products may be returned to MILITARY PETS, INC. for credit without the prior written consent of MILITARY PETS, INC., which may be conditional upon buyer’s payment of any outstanding balance owing to MILITARY PETS, INC. and MILITARY PETS, INC. restocking charges. MILITARY PETS, INC.’s only obligation and buyer’s sole remedy for nonconforming products shall be the replacement of any nonconforming product returned to MILITARY PETS, INC. subject to the following conditions: (a) the returned products must have been shipped by MILITARY PETS, INC. directly to buyer, (b) returned products must be undamaged, unused and in their original packaging, folded and packed in the same manner as received by buyer, (c) if the products are tampered with or subject to misuse, negligence, alteration, accident or repair by unauthorized personnel, MILITARY PETS, INC.’s obligation to accept the returned product shall immediately cease, (d) buyer shall be responsible for transportation charges both to and from MILITARY PETS, INC.’s warehouse or other place of business for all returned products, (e) returned products must be accompanied by a copy of buyer’s credit memo stating the quantity, stock number, color, size, date of purchase and other pertinent information; and (f) authorization sticker has been place visibly and legibly on the outside box containing the returned goods. The return authorization number will be valid only for the specific products referenced therein, for 30 (thirty) days from the date issued, and will automatically expire if the products are not returned within the 10-day period.

No Warranties

MILITARY PETS, INC.  The products are sold AS IS with no warranty that has the valid title to the products or that the products will be free from defects in material and workmanship. 

MILITARY PETS, INC. HERBEBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OF IMPLIED WHETHER WRITTEN OR ORAL. INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WMA INC. MAKES NO WARRANTY THAT THE PRODUCTS SHALL BE DELIVERED FREE FROM ANY CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT. Buyer hereby acknowledges and agrees that the buyer has purchased the products AS IS, with no express or implied warranties whatsoever.

Security Interest

Security in and title to the products shall remain in MILITARY PETS, INC. until buyer’s payment in full for the products, whether by cash, check, credit, factored credit, money order or money transfer has been presented for payment and honored in accordance with its terms. Buyer agrees to perform all acts and execute and deliver all documents, including without limitation to Uniform Commercial Code (UCC) financing statement necessary to affect MILITARY PETS, INC. security interest in the products. Buyer hereby irrevocably appoints MILITARY PETS, INC.  as its true  and lawful attorney in its name, place and stead to make, execute, acknowledge, file record and deliver all such documents, which power of attorney is expressly copied with an interest. Buyer will assist MILITARY PETS, INC. in preparation of such documents as requested.

Subsequent Transfers

Buyer shall not pledge, hypothecate, sell, or otherwise transfer the products before the title to the products has passed to the buyer; provided buyer may sell the products to retail consumers for full value in the ordinary course of business, in which case the proceeds of such sale shall be used immediately to pay MILITARY PETS, INC. in full for the products.

Limitation of Liability, Indemnification

(a)    MILITARY PETS, INC. ’s liability on any claim of any kind relating to this contract or the manufacturer, sales, delivery, resale, or use of the products, shall in no event exceed the price applicable to the products, which give rise to any such claim. In no event 

(b)    MILITARY PETS, INC. is liable for any special, consequential or incidental damage of any nature.

(c)    MILITARY PETS, INC. shall not be liable for any loss, damage, or delay resulting from acts of God, such as fire, strike, civil or military authority, accidents or delays in transportation, insurrection or riot, applicable governmental laws, regulations, or restrictions, or from any inability or delay beyond.

(d)    MILITARY PETS, INC.’s control to obtain necessary labor, materials, components, or manufacturing facilities, in which case, automatically and without notice, MILITARY PETS, INC. shall be relieved from all of its obligations hereunder. Delivery of any order and any portion there of by MILITARY PETS, INC. to buyer shall constitute a waiver of all claims for delay.

(e)    Buyer agrees to indemnity, defend and hold harmless   MILITARY PETS, INC. and its subsidiaries, affiliates, shareholders, directors, officers, employees, agents, and representatives from and against any an all claims causes or actions, demands or charges, including without limitation attorney fees. Relation to the manufacture, sale, delivery, resale, or use of the products, MILITARY PETS, INC. performance here under.

Retail Sales Only

Buyer represents and warrants to MILITARY PETS, INC. that all products purchased by buyer are for resale to retail consumers only at buyer’s retail sale of place of business. Buyer acknowledges that the foregoing representation and warranty is intended to induce MILITARY PETS, INC. into accepting buyers orders and agreeing to sale products to buyers, and the event of breach, without limiting the rights or remedies of MILITARY PETS, INC. MILITARY PETS, INC. may immediately cancel all orders by buyer, refuse to do any further business with buyer, declare all outstanding amounts owing from buyer to be immediately due and payable, are upon written notice from MILITARY PETS, INC. the buyer will return all existing inventory Products to MILITARY PETS, INC. in exchange for which MILITARY PETS, INC. will reimburse for all amounts paid from buyer to such products, minus applicable set-off amounts owing from buyer, in minus a reasonable restocking charge.

Trademarks

Buyer acknowledges and agrees that buyer has no right to use any MILITARY PETS, INC. trademarks or logos including the world-renowned USA ARMED FORCES MILITARY MASCOTS trademark, without the express prior written consent of MILITARY PETS, INC. buyer representative and warrants that all advertisements featuring MILITARY PETS, INC. trademarks or logos, or making reference to USA ARMED FORCES MILITARY MASCOTS, or its products will be subject to MILITARY PETS, INC. prior written approval. Buyer agrees to make all changes requested by MILITARY PETS, INC. or in the alternative will not run any advertisement that has not been approved in writing by MILITARY PETS, INC.

Generals

(a)    The existence, validity, construction and effort of this contract shall be determined in accordance with the laws of the state of California. Buyer hereby submits to personal jurisdiction of all the federal and state courts of California, and waves any defense that buyer might otherwise have such jurisdiction. The invalidity or unenforceability of this contract of any provision hereof shall not affect the validity or enforceability of any remaining provisions of the contract in the same jurisdiction, or the validity or enforceability of the entire contract in other jurisdiction.

(b)    MILITARY PETS, INC. rejects and will not be bound by any printed matter on any of the buyer’s forms or orders which impose terms or conditions different than those provided herein, and buyer’s acceptance of this contract of any products shall be deemed an acceptance of the terms and conditions hereof.

(c)    MILITARY PETS, INC. shall be entitled to deliver products in one or more installments. Each shipment of products shall be considered a separate and independent transaction, and buyer shall not be entitled to any right of offset on account of payment for any prior or subsequent shipment.   

(d)    Any failure at any time by MILITARY PETS, INC., to enforce any provision of this contract shall not constitute a waiver of such provision, or prejudice. MILITARY PETS, INC.’s right to enforce such provision at any subsequent time.

(e)    Buyer may no assign this contract for any business or any benefits hereunder without the prior written consent of MILITARY PETS, INC. MILITARY PETS, INC. may freely assign this contract.

(f)     Buyer hereby acknowledges that buyer has not relled on any representation other than the terms and conditions herein to induce buyer to enter this contract

(g)    All notices hereunder shall be in writing, and shell be deemed delivered upon receipt by hand delivery, fax transmissions, or first class registered or certified mail, postage prepaid to the other party at the address listed herein, or such other address pursuant to written notice by either party.

(h)    If MILITARY PETS, INC., or buyer institutes legal action with request to any provisions of this contract, the prevailing party shall be entitled to reimbursement of all cost and expresses, including, attorney’s fees, and court cost, weather limiting the generality of the foregoing of MILITARY PETS, INC. Institutes collection procedures, buyer agrees to pay all cost in collection, including, but not limited to collection fees. Attorney fees, and court cost, weather or not a legal action has been commenced.

(i)     This contract constitutes the entire agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements and negotiations. This contract can be modified or waved only in writing, signed by buyer and a duty authorized officer of MILITARY PETS, INC. No agent, employee or representative of MILITARY PETS, INC. shall have any authority to bind MILITARY PETS, INC. or wave, or modify any of the provisions of this contract.