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TE RMS & CONDITIONS OF SALE







                                                        ACCEPTANCE

           Orders, whether verbal or written, are subject  to acceptance by the seller at its N.Y. office. No terms or conditions
           of buyers order contrary to seller’s terms and conditions shall be binding upon seller unless specifically agreed
           upon by seller in writing. Sellers acceptance of orders shall occur by written acknowledgement or tender of deliv-
           ery of goods and or services the subject hereof (goods), which ever occurs first.
                                                  PRICES AND SALES POLICY

           Until written confirmation of this contract has been received by buyer, all prices are subject to change without pri-
           or notice. We reserve the right to adjust orders to standard package quantities unless otherwise stated on buyers
           purchase order. We reserve the right to make product improvement  without notice. If seller determines buyer’s
           credit is unsatisfactory or there is reasonable doubt concerning buyer’s ability to pay, payment in advance may
           be required or buyer shall provide security for such payment  in an amount and form acceptable to seller. Unless
           otherwise specified by seller, terms are 2% 10 days/net 30 days.

           Cash discounts apply to the value of goods at the net invoiced value
           before transportation charges, taxes and additional duties. Unearned
           cash discounts will be charged back as an unpaid balance to the buyers account. Any past due amount is subject
      TE RMS & CONDITIONS OF SALE
           to a finance charge of 1-1/2% per month (18% per year) on the total past due balance in accordance with the Truth-
           in-lending Act in Title 1 of the Federal Consumer Protection Act effective July 1,1969, and collection costs, includ-
           ing attorneys  fees
                                                           TAXES

           All prices are exclusive of taxes and excises. Sales, use and other taxes, by whomsoever levied, are to be paid by
           the buyer and unless invoiced, are to be paid by buyer direct to the appropriate governmental agency. Buyers are
           required to furnish seller with a copy of their tax exemption of resale certificate, otherwise applicable state sales
           taxes will be charged.

                                               RETURNS AND CANCELLATIONS

           Permission in writing and return authorization must be obtained from seller before any goods are returned. All
           returns must be prepaid , collect shipments will be accepted. All returns made for reasons other than defects are
           subject to a restocking charge. Discontinued goods are `not returnable. Cancellation of orders may be made only
           with the sellers written consent and shall be subject to cancellation charges.

                                                      FORCE MAJEURE
           Anything in this agreement to the contrary notwithstanding, it is expressly agreed that seller shall not be liable for
           any damages resulting from, and buyer shall not have the right to cancel this order because of any delays caused
           in whole or in part by fires, floods, windstorms, tornadoes, wars, riots, insurrections , strikes, lockouts sit-downs,
           slow-downs, or other labor trouble, causing cessation or interruption of operation or by accident, material shortag-
           es, labor or fuel shortages, or inability to procure labor or materials, either on the part of the seller, or because any
           plant, plants or any portion thereof belonging to seller have been commandeered by the legally constituted public
           authority, or because of any priorities or preferences established for the manufacture, assembly or allotment of
           materials by order, decree, or to otherwise of the United States, or by any department, bureau, commission, com-
           mittee, agent or administrator of any legally constituted
           public authority in any plant of seller, or any of its suppliers, or
           resulting from any other cause beyond the control


                                                      GOVERNING LAW

           The entering into, construction, interpretation, performance and discharge of the terms set forth herewith shall be
           governed in accordance with the laws of the State of New York.









                         LEO INTERNATIONAL, INC.                         471 Sutter Avenue
      124                                                                                        Tel:  718-290-8005
                         www.leointernational.com                        Brooklyn, NY 11207      Fax: 718-290-8046
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