All sales are final.

Shipping prices are for the Continental US. Once order is placed expect to receive product in 2-3 weeks. If quicker shipping or outside the Continental US is required, we will provide a quote.

Please call 702-762-7494

TERMS AND CONDITIONS OF SALE
I. Terms and Conditions. These Terms and Conditions of Sale (these “Terms”) apply to the sale and delivery by
Seller to Buyer of the Product as set forth in the Agreement to which these Tenus are attached. These Tenus are
incorporated into the Agreement and, in combination therewith, constitute the entire agreement between the parties
with respect to the sale and delivery of the Product. The Agreement is expressly limited to these Terms, and any and
all tenus or provisions submitted by Buyer which add to, conflict with, or otherwise modify these Tenns or the
Agreement are expressly rejected.
2. Price. The price for the Product shall be as set forth in the Agreement (the “Price”). Unless otherwise stated,
the Price excludes the costs for delivery by the appropriate shipper or courier service and is exclusive of all taxes,
customs, duties and insurance. Any and all current or future taxes, fees, or governmental charges applicable to the sale,
delivery or shipment of the Product that Seller is required to payor collect shall be payable by Buyer either directly or
ifpaid by Seller, paid by Buyer no later than within ten (10) days of the date of invoice from Seller of such additional
costs and not subject to any offset or reduction for any reason.
3. Risk of Loss. Risk of loss of the Product shall transfer to Buyer on the Shipment Date.
4. [nvoices; Payment. Buyer shall be responsible for and pay, if applicable, (a) all taxes (excluding income
taxes) arising out of the sale of the Product, including, without limitation, all federal, state, or local property, license,
privilege, sales, use, excise or gross receipts taxes or other like taxes and tariffs, and (b) all fees and expenses incurred
by Seller in connection with the delivery of Product. Any amounts not paid by credit card shall be due as invoiced and
shall not be subject to offset or reduction for any reason. Product will not be shipped until payment for the Product
and shipping is made in full. All amounts referenced in this Agreement are denominated and shall be paid in United
States Dollars.
5. Title. Notwithstanding delivery of the Product or any other provision of these Tenus, title to the Product
shall not pass to Buyer until Seller has received payment in full for the invoiced amount for the Product and payment
of all other monies then due or owing to Seller. Until such time as title in the Product passes to Buyer, Buyer shall
hold the Product as Seller’s fiduciary and bailee and shall keep the Product separate from those of Buyer and third
parties, properly stored, protected and insured and identified as Seller’s property; provided Buyer shall be entitled to
use the Product as provided in the Agreement. The Buyer hereby grants to the Seller a security interest in the Product
sold to the Buyer and any proceeds therefrom (including accounts receivable), until payment in full for the Product
has been received by the Seller. The Buyer shall sign and deliver to the Seller any document to perfect this security
interest that the Seller reasonably requests.
6. No Warranty. THE PRODUCT IS PROVIDED “AS IS, WHERE IS” AND WITH ALL FAULTS. SELLER
MAKES NO WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, ORAL, WRlTTEN OR
OTHERWISE, lNCLUDlNG, WITHOUT LIMITATION, WARRANTIES AS TO NON-INFRlNGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY
CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRlPTION; ALL OF WHICH WARRANTIES ARE
EXPRESSLY DISCLAIMED BY SELLER AND WAIVED BY BUYER. Seller’s representatives are not authorized
to enter into agreements outside these Tenus or to make any warranties or representations of any kind with respect to
the Product. The Buyer acknowledges that it has not been induced by any statements or representations of any person
with respect to the quality or condition of the Product and that no such statements or representations have been made.
The Buyer acknowledges that it has relied solely on the investigations, examinations, and inspections as the Buyer has
chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete investigations,
examinations, and inspections.
7. Consequential Damages. Limitation of Liability. Notwithstanding anything to the contrary contained in this
Agreement, Seller and Buyer waive all claims against each other (and against each other’s parent company, affiliates,
contractors, subcontractors, consultants, agents and vendors) for any consequential, incidental, indirect, special,
exemplary or punitive damages (including but not limited to, loss of actual or anticipated profits, revenues or product;
or loss of use), and regardless of whether any such claim arises out of breach of contract, tort, product liability,
indemnity, contribution, strict liability or any other legal theory. IN NO EVENT, REGARDLESS OF THE FORM OF
THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE,
STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S CUMULATIVE LIABILITY TO
BUYER EXCEED THE PRICE FOR THE PRODUCT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.
In no event will tbe Seller’s liability exceed the price tbe Buyer paid to tbe Seller for tbe specific Product
provided by tbe Seller giving rise to tbe claim or cause of action. No action arising out of or relating to this
agreement or the transactions it contemplates may be commenced against the Seller more than 12 months after the
basis for such claim could reasonably have been discovered. The Seller will not be liable for any losses, damages,
penalties, or expenses for failure to meet any delivery date. The Seller will not be liable for delays in performance or
for non-performance due to unforeseen circumstances or causes beyond the Seller’s reasonable control.
8. Indemnification. Buyer covenants and agrees to indemnifY, defend and hold harmless Seller and its affiliates,
subcontractors, vendors, officers, directors, employees, agents, consultants and representatives (collectively, the
“Indemnitees”) from and against any and all claims, demands, suits, liabilities, injuries (personal or bodily), causes of
action, proceedings, losses, expenses, damages or penalties, including without limitation court costs and reasonable
attorneys’ fees (collectively, “Claims”), arising or resulting from its use of the Product. If Seller or any other
Indemnitee seeks indemnification from Buyer pursuant to this Section 8, Seller shall give Buyer prompt notice of such
Claim. Buyer shall defend the Indemnitees from any such Claim at Buyer’S sole cost and expense using counsel
reasonably acceptable to the Indemnitees and shall keep the Indemnitees informed as to the progress of the defense of
any such claim or suit. The Indemnitees shall have the right to participate, at their own expense, with respect to any
third party claim, demand, action or proceeding. The Indemnitees shall reasonably cooperate with the Buyer in such
defense at Buyer’s cost and expense. Buyer shall have the right to control the defense and disposition; provided,
however, that, if Buyer assumes control of such defense and the Indemnitees reasonably conclude, based on advice
from their counsel, that Buyer and the Indemnitees have conflicting interests with respect to such Claim, Buyer shall
be responsible for the reasonable fees and expenses of counsel to the Indemnitees solely in connection therewith,
except that in no event shall Buyer be responsible for the fees and expenses of more than one counsel for all
Indemnitees. Buyer shall not agree to any settlement of such action, suit, proceeding or claim that does not include a
complete and unconditional release of the Indemnitees from all liability with respect thereto or that imposes any
liability or obligation on the Indemnitees, without the prior written consent of the Indemnitees.
9. Default; Cancellation and Remedies. The occurrence of anyone or more of the following matters, and the
continuation of the same for seven (7) days after Buyer’s receipt of written notice thereof from Seller, shall constitute
a default under the Agreement (a “Default”): (a) failure by Buyer to observe and perform any covenant, condition or
agreement on its part to be observed or performed hereunder, (b) the insolvency, dissolution, or liquidation ofBuyer,
or the filing of a petition in bankruptcy by or against Buyer or the adjudication of Buyer as bankrupt, or any general
assignment by Buyer for the benefit of its creditors, or the application for, or consent to, the appointment of any
receiver, trustee, custodian, or similar officer by Buyer; or (c) failure (or admission in writing of inability or
unwillingness) by Buyer to pay amounts due and payable to Seller hereunder. In the event of a Default, Seller may
avail itself of any and all rights or remedies available at law or in equity. In any adversarial proceedings between the
Parties arising out of this agreement or the transactions it contemplates, the prevailing party will be entitled to recover
from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including
legal fees and expenses.
10. Cancellation. Additional Remedies for Buyer’s Default. The Agreement is not subject to cancellation except
by mutual written agreement of the parties.
II. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Nevada, without regard to conflicts of law principles or the United Nations Convention on Contracts for the
International Sale of Goods. Each of the parties irrevocably agrees and consents (a) to the exercise of personal
jurisdiction over it by the state or federal courts in Clark County, Nevada; and (b) that if it brings an action, such action
shall be instituted exclusively in one of the courts specified in (a) above. Service of process provided in accordance
with Section 13 below shall be effective and sufficient to establish jurisdiction and venue in such court in any such
action.
12. Assignment. The Buyer may not assign any of its rights under this agreement or delegate any performance
under this agreement, except with the prior written consent of the Seller. Any purported assignment of rights or
delegation of performance in violation ofthis section is void. The Agreement shall be binding upon and inure to the
benefit of the successors and permitted assigns of the Parties hereto.
13. Notices. All notices required hereunder shall be in writing and shall be deemed properly served if delivered in
person or by reputable overnight courier service, or if sent by registered or certified mail, with postage prepaid and
return receipt requested, to the addresses in the Agreement or to such addresses as a party may designate from time to
time pursuant to this Section 13. All notices shall be deemed received on the date of delivery or attempted delivery, if
delivered in person, or if mailed, on the date which is two (2) days after the date such notice is deposited in the mail.
14. Severability. Whenever possible each provision and term of the Agreement and these Terms will be
interpreted in a manner to be effective and valid, but if any provision or term of the Agreement or these Terms are held
to be prohibited, invalid or unenforceable, then such provision or term will be ineffective only to the extent of such
prohibition or unenforceability without invalidating or affecting in any manner whatsoever the remainder of such
provision or term or remaining provisions hereof. To the extent permitted by law, the parties hereto waive any
provision of law that renders any such provision prohibited or unenforceable in any respect. If any of the covenants
set forth in the Agreement or these Terms are held to be unreasonable, arbitrary, or against public policy, such
covenants will be considered divisible with respect to scope, time, and geographic area, and in such lesser scope, time
and geographic area, will be effective, binding and enforceable against the parties hereto.
15. Authority to Execute. Each party represents and warrants to the other that the Agreement has been duly
authorized, executed and delivered by and on behalf of each such party and constitutes the legal, valid and binding
agreement of said parties. This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute
the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.
16. No Waiver. No course of dealing or failure of Seller or Buyer to strictly enforce any term, right or
conditions of this Agreement shall be construed as a waiver of such term, right or condition. No express waiver of any
term, right or condition of this Agreement shall operate as a waiver of any other term, right or condition.
17. Compliance with Laws and Regulations. Buyer is responsible for investigating and obtaining any necessary
regulatory approvals and complying with all applicable federal, state and local laws, codes, ordinances, rules,
regulations, and administrative orders, or equivalents thereof, including, without limitation, export and import laws,
rules and regulations and any and all other product safety laws, rules and regulations.
18. Counterparts; Electronic Signatures; Headings. Agreements between the Parties may be signed in one or more
counterparts, which together will form a single agreement, and may be signed electronically. The headings contained
in these Terms are included solely for convenience of reference and shall not affect the language included herein.
19. Time. Time is of the essence in the performance of this Agreement.
20. Modification. Notwithstanding anything contained herein, these Terms may be modified or changed only by
a written amendment to the Agreement signed by Seller and Buyer.