This contract for the sale of goods is entered by and between INLAND TECHNOLOGY INCORPORATED (Seller) and the Buyer.

The parties agree as follows:

1.       General:

  1.1.        Terms:  These Terms and Conditions are the exclusive contract between Buyer and Seller.  Buyer's commencement of the purchase of products subject to Buyer’s order, shipment of products, or performance of any service subject to an order, shall constitute an acceptance of these Terms and Conditions.  Acceptance by Seller of Buyer’s purchase order is subject to acceptance of the express Terms and Conditions contained herein.  If Buyer holds any writings that conflict with these Terms and Conditions, these Terms and Conditions shall govern the terms contained in other writings and are expressly rejected by Seller.

                  1.2.        Modification(s):  No other terms and conditions apply to any purchase order unless agreed to in writing by both parties. 

2.       Sale of Goods:

                2.1.        Sales Agreement: Pursuant to the terms and conditions of this Agreement, the Seller agrees to transfer ownership and deliver possession to the Buyer, and the Buyer shall pay for and accept from the Seller, the “Goods” listed at such prices in U.S. Dollars as agreed by the Parties in this Agreement.

                2.2.        Prohibition of Unauthorized Repacking for Resale: The unauthorized repacking, relabeling, or modification of Inland Technology's products for resale is strictly prohibited. All Inland Technology products must be sold in their original packaging, with all branding, labeling, and product information intact as provided by Inland Technology. Any attempt to alter the original packaging for resale purposes is a violation of these terms and conditions. Inland Technology reserves the right to take appropriate legal action, including but not limited to the termination of your purchasing and distribution rights, in response to any unauthorized repacking or modification of our products.

3.       Purchase Price:  As consideration for the sale of the goods, the Buyer shall pay to the Seller the purchase price.  Unless stated in writing by the seller, pricing is valid for 30 days from the date of the quote. 

4.       Payment Terms:

                 4.1.         Domestic Terms:  Unless otherwise stated, Buyer agrees to standard payment terms of net 30 days from the date of the Seller’s invoice. The Buyer shall pay a late fee of 1.75% per month if payment for goods exceeds specified number of days permitted. Buyer’s account credit limit is determined by Seller.

                 4.2.          International Terms:  Buyer agrees to pay one half of the full payment in advance with the second half due before shipping.  

                 4.3.          Accounts Past Due:  Accounts past due are subject to suspension or cancellation of open terms.  Delinquent invoices may be subject to a late fee of 1.75% per month if payment for goods exceeds specified number of days permitted.  If it becomes necessary to place the account for collection with an agency or attorney, applicant agrees to reimburse Inland Technology Incorporated for all fees and costs.

                 4.4.           Returned Checks:  In the event of a returned check, the Buyer agrees to pay the Seller a $25.00 fee for each occurrence. 

                 4.5.           Tax:  Buyer agrees to abide by all Seller terms and conditions, to provide a State tax exemption certificate if applicable and to satisfy payment for all taxes as they become due.

5.       Seller’s Representations:  The Seller hereby represents and warrants to the Buyer as follows:

                 5.1.           The Seller has full right, power, and authority to sell the Goods.

6.      Delivery of Goods/Shipping:  The Seller shall deliver the goods per the terms listed below:

                 6.1.         Risk of Loss:  The Seller assumes responsibility for the Goods, and all risk of damage, loss, or delay of the Goods, until the Goods are delivered to or collected by the Buyer, unless shipping via Freight Collect or 3rd Party.  For 3rd Party shipments damaged product must be filed as a claim with the freight carrier.  Once the Goods have been delivered to or collected by the Buyer or the Buyer’s shipping party, the Buyer assumes all responsibility for and risk of damage to such Goods.

7.     Refund and Cancellation Policy:

                  7.1.        No Refunds:  The Seller shall repair or replace any unit or product or part of such Goods that prove to be defective. The Buyer will be assumed to have accepted the Goods unconditionally unless a claim that a Good is defective is made at the time of delivery.     

                  7.2.        Refund Exception:  Products may not be returned without prior written approval from the Seller.  Returns may be accepted if product is unopened unused AND not a specialty item.  Buyer assumes responsibility for paying for the return of product and a restocking fee of 25%.  Refunds will be issued after the product is returned and analyzed by our manufacturing facility.                              

8.     Force Majeure:  The Seller and the Buyer shall not be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Agreement in the customary manner to the extent that such failure or delay is caused by any reason beyond its control, including any act of God. The Party whose performance has been interrupted by such circumstances shall use every reasonable means to resume full performance of this Agreement as promptly as possible.

9.      Representations:

                  9.1.        Authority to Agree:  Each party promises to the other party that it has the authority to enter into this Contract and to perform all its obligations under this Contract.

 10.    Term and Termination:  If one of the parties chooses to end the Agreement prior to product delivery, the Buyer is responsible for paying for all work and all costs incurred up until that date.