TERMS AND CONDITIONS OF SALE

GENERAL; ACCEPTANCE

1. Customer (also referred to at times as “You”) and AMMEX Corporation (“Seller”) (collectively “the Parties”) desire to enter into an agreement by which Customer purchases from Seller the merchandise described on Customer’s purchase order (the “Purchase Order”). Seller has agreed to sell Customer the merchandise described on the Purchase Order provided Customer agrees to: a) all terms set forth on Seller’s invoice to Customer for the merchandise set forth in the subject invoice, including AMMEX^®, AMMEX^® PROFESSIONAL, GLOVEWORKS^®, X3^®, and GLOVEPLUS^® branded products (the “Merchandise”) and b) these Terms & Conditions (“T&Cs”), which are incorporated herein. Such invoice terms and these T&Cs are referred to collectively herein as the “Agreement.” Customer agrees that each and every shipment of Merchandise shall be governed exclusively by the terms of the T&Cs and the subject invoice. Unless otherwise agreed to in writing by the Parties, by purchasing Merchandise from Seller, Customer communicates its agreement to abide by these T&Cs. Any provisions in the Purchase Order, Customer’s subsequent purchase orders, billing statements, acknowledgment forms or similar documents which are inconsistent with the provisions of the T&Cs or any invoice from Seller shall be deemed waived by Customer and are of no force or effect.  Until such status is otherwise revoked by Seller in Seller’s sole and absolute discretion, you will be considered an “Authorized Distributor” of the Merchandise.

DELIVERY AND FREIGHT

2. Freight Policy – US

1. 1. Seller pays freight only (Pre-Paid) on orders greater than $2,500 on a single purchase order for shipment to a single location located anywhere within the lower-48 states. Customer will be responsible for all accessorial charges/services required to deliver the shipment. All such charges will be added to Seller’s invoice.
   2. All sales shall be deemed to take place at the applicable Seller’s distribution facility, and both transfer of title for shipped/purchased Merchandise and the risk of loss for said Merchandise shall be deemed to take place at the applicable Seller’s distribution facility.
   3. Seller reserves the right to make all carrier and routing decisions when it pays the freight.
   4. All delivery dates quoted are estimates only. 
   5. For any orders less than $2,500, Seller will ship best-way and charge Customer for freight (pre-paid and add). 
   6. All freight and delivery charges from Seller’s warehouse shall be paid as a separate item and are not included in Seller’s price unless specifically so stated. 
   7. Consignee-collect shipments will be allowed using Customer’s carrier and account number and transfer of title for purchased Merchandise and the risk of loss for said Merchandise shall be deemed to take place when Customer’s carrier picks-up said Merchandise at Seller’s distribution facility. 
   8. Seller has option to make partial deliveries and Customer shall accept these unless otherwise specifically agreed to by Seller. 
   9. Seller has the right to periodically update freight pricing based on market conditions without notice to customer. 

3. Freight Policy – Canada

1. 10. For shipments originating from Seller’s Toronto warehouse, Seller pays only freight (Pre-Paid) on orders greater than CA$2,500 on a single purchase order for shipment to a single location located anywhere within Canada.  Customer will be responsible for all accessorial charges/services required to deliver the shipment. All such charges will be added to Seller’s invoice. 
   11. For shipments originating from Seller’s US warehouses, Seller pays freight (Pre-Paid) on orders greater than CA$2,500 on a single purchase order for shipment to a single location located anywhere within Canada. 
   12. From US warehouses, Seller will ship to Customer’s designated freight forwarder at a designated border crossing. In all cases, including when Seller is paying freight, Customer is responsible for all costs to import shipment into Canada, including but not limited to forwarding fees, transportation, handling, taxes, and duties. Customer clears Customs and is importer of Record.  
   13. All sales shall be deemed to take place at the applicable Seller’s distribution facility, and both transfer of title for shipped/purchased Merchandise and the risk of loss for said Merchandise shall be deemed to take place at the applicable Seller’s distribution facility. 
   14. Seller reserves the right to make all carrier and routing decisions when it pays the freight.
   15. For any orders less than $2,500, Seller will ship best-way and charge Customer for freight (pre-paid and add). 
   16. Consignee-collect shipments will be allowed using Customer’s carrier and account number and transfer of title for purchased Merchandise and the risk of loss for said Merchandise shall be deemed to take place when Customer’s carrier picks-up said Merchandise at Seller’s distribution facility. 
   17. Seller has the right to periodically update freight pricing based on market conditions without notice to customer. 

PAYMENT

4. The purchase price for the Merchandise shall be paid in accordance with the terms set forth in the subject invoice from Seller to Customer, as well as these T&Cs. In the event Customer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to Customer’s financial responsibility, Seller may decline to make further deliveries, except upon receipt of cash or satisfactory security. Past due balances are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by applicable law, whichever is less. Customer shall pay all costs, fees, including attorney’s fees, and expenses incurred by Seller in collecting monies due or to become due hereunder, regardless of whether a lawsuit is filed. 

RETURNS

5. Return Policy
   
   1. A Return Material Authorization (RMA) number must be obtained from the Customer Service Department and is required for any return. All returns shall reference the RMA number, include the RMA document provided by Customer Service, and be returned within 30 calendar days of approval. 
      
      1. Unauthorized returns will not be credited and will be either refused or returned collect to the sender. 
      2. Seller, in its sole discretion, may refuse any return.
      3. Return of Defective or Damaged Merchandise shall comply with Section Damage and Shortage below.  Defective Merchandise means any item of Merchandise that is defective or otherwise not saleable in the ordinary course because it is damaged upon delivery from Seller to Customer, or worn, torn, or mismatched upon delivery from Seller to Customer rendering it not of first quality. 
      4. Seller will cover costs of returns due to shipping error or Defective Merchandise, when applicable. Please note the same authorization process is required so please call AMMEX Customer Service to obtain a Return Authorization Number. 
      5. Return of non-defective merchandise will not be authorized, nor credit issued for (a) discontinued items, (b) product that is more than 12 months old measured from original invoice date, (c) product not in sellable condition nor in original Seller unopened packaging, (d) partial cases or partial inners, or (e) factory direct shipments. 
      6. Approved returns of non-defective merchandise must ship prepaid and are subject to a 15% handling and processing charge. Handling fee may be waived if an order of equivalent size is placed. 

NO PRICE PROTECTION AND NO INVENTORY PRICE/COST PROTECTION

6. All products are sold at a fixed price. No credits for subsequent price reductions will be provided for any reason after products are delivered. Seller expressly disclaims any obligation to provide Customer with any price protection on past purchases on existing inventory. 

NO MOST-FAVORED TERMS

7. In the event that Customer’s purchase order, terms, and/or any other contract document contains a “most-favored terms” provision, Customer acknowledges that such a term is not enforceable against Seller. Seller expressly disclaims any obligation to provide Customer with the same or better terms than offered to any of its other customers.

DAMAGE AND SHORTAGE

8. Damage and Shortage Policy

1. 1. Customer must refuse all damaged or Merchandise shipped in error at the time of receiving said Merchandise. 
   2. If Customer or consignee signs a delivery receipt with no exceptions, it acknowledges receiving a complete shipment. 
   3. It is Customer’s responsibility, prior to signing POD, to inspect freight upon delivery and confirm the following: 
      
      1. Seller’s Shrink-wrap and Security Tape are intact,
      2. Confirm the piece counts are correct, 
      3. Inspect for any visible damages, defect, evidence of tampering, or other non-conformance. 
   4. If there are any discrepancies with these guidelines the Customer is required to do the following: 
      
      1. Damage or Shortage Identified at time of Delivery: Mark the delivery receipt “damaged”, list the affected item numbers and quantities, and sign the POD. 
      2. Provide photos showing any and all damage to Merchandise and packaging.  
      3. Refuse the damaged Merchandise. 
      4. Notify Customer Service within 72 hours of shipment delivery attempt and request a Return Material Authorization (phone (800) 274-7354; fax (425) 251-8656). If attached phone numbers do not work, please contact Seller using toll-free numbers provided on www.ammex.com website. 
   5. Damage or Shortage Concealed and Identified after time of Delivery: 
      
      1. Any concealed damages must be documented and communicated to Customer Service within ten (10) business days from receipt of goods. Damaged merchandise returned must be accompanied with a Return Material Authorization number. 
      2. Anything submitted after that time frame will be declined and no credit will be issued. 
      3. Short payments on invoices are not authorized. 
   6. Failure to fulfill terms of this policy may result in invoice adjustment being declined. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Customer of such claim irrespective of whether the facts giving rise to such claim shall have been discovered or whether processing, further manufacture, other use, or resale of the Merchandise shall have taken place. 
   7. In any event, do not resell any Merchandise found to be damaged, defective, tampered-with or otherwise non-conformant. 

TAXES

9. Customer shall be responsible for all sales and use taxes related to its purchase of the Merchandise.

INDEMNIFICATION

10. Indemnification. Customer agrees to indemnify and hold Seller harmless from any claim brought by Customer’s customer against Seller. 

LIMITS OF LIABILITY

11. It is understood and agreed that Seller’s liability whether in contract, tort, warranty, negligence or otherwise shall not exceed the amount paid by Customer. Under no circumstances shall Seller be liable for special, indirect, punitive, or consequential damages. The price stated on the subject invoice for the purchased Merchandise is a consideration limiting Seller’s liability. No action, regardless of form, arising out of the transactions under each invoice may be brought by Customer more than one year after the date of each invoice. 
12. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY IN NO EVENT SHALL SELLER EVER BE LIABLE TO CUSTOMER FOR ANY CLAIM FROM CUSTOMER THAT IT (A) SOLD PRODUCT(S) AT A LOSS, (B) LOST PROFITS, AND/OR (C) LOST OPPORTUNITIES. 

WARRANTY

13. WARRANTIES. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE SELLER SHALL NEVER BE HELD TO BE OBLIGATED OR LIABLE UPON OR UNDER ANY GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS UNDER ANY STATE’S UNIFORM COMMERCIAL CODE IN ANY MANNER OR FORM. CUSTOMER IS MAKING THIS PURCHASE AFTER AND IN RELIANCE ON ITS FULL AND COMPLETE EXAMINATION OF THE MERCHANDISE, AND NOT BY REASON OF ANY REPRESENTATION AS TO ITS MERCHANTABILITY, SPECIFIC ATTRIBUTES OR OTHERWISE, MADE BY OR ON BEHALF OF THE SELLER. 

NO WAIVER

14. Seller’s failure to insist upon performance of any of the terms and conditions herein, or to exercise any right or privilege, or Seller’s waiver of any breach hereunder shall not thereafter waive any of the terms, conditions or provisions, whether of the same or similar type. The invalidity, in whole or in part, of any provisions hereof shall not affect the validity of any other provision.

ASSIGNMENT

15. This Agreement is not assignable or transferable by Customer, in whole or in part, except within the written consent of Seller, which consent may be withheld.

MERCHANDISE ALLOCATION

16. When in the opinion of Seller there is a period of shortages of supply of Merchandise for any reason, Seller may allocate its available supply among any or all of its various customers upon such basis as Seller shall deem fair and practicable, with no liability on its part for failure to deliver the quantity or any portion therein specified to Customer. If questions, issues or concerns arise please call Seller’s finance department at 1-800-274-7354. 

Authorized customers

17. If Customer is located in the United States, Customer is authorized to sell Merchandise only to End Users and Authorized Resellers in the United States. 

1. An “End User” is any purchaser of the Merchandise who is the ultimate user of the Merchandise (whether for business or consumer use) and who does not intend to resell the Merchandise to any third party. 
2. An “Authorized Reseller” is an individual or business entity that (1) purchases Merchandise and resells the Merchandise as part of a commercial enterprise, (2) has received and abides by the AMMEX Corporation Authorized Reseller Policy for the United States (the “Reseller Policy”), and (3) has not had its Authorized Reseller status revoked by Seller or been identified by Seller as ineligible to become an Authorized Reseller. 
3. If any customer or prospective customer of yours that purchases or seeks to purchase Merchandise for purposes of resale is not yet an Authorized Reseller, you must immediately provide the Reseller Policy such customer/prospective customer.  If such customer/prospective customer accepts the terms in the Reseller Policy, you may thereafter sell Merchandise to such customer, which shall thereafter be an Authorized Reseller unless and until Seller revokes such status.  A copy of the currently-effective Reseller Policy is available for download at https://www.ammex.com/reseller-policy. 
4. Notwithstanding anything to the contrary in these T&Cs, you shall not sell Merchandise to any entity that operates a third-party marketplace website, including, but not limited to Amazon, Walmart, or Target. 
5. You shall not sell to Amazon, Walmart or Target without Seller’s direct approval. 
6. You must cease or suspend sales of Merchandise to any customer promptly upon request of Seller. 
7. You must distribute policies, Merchandise information, educational materials, and other information to your Authorized Reseller customers as requested by Seller from time to time. 

18. You must restrict your customer-order shipments to shipping addresses located within the country where Seller has delivered its products to you unless otherwise approved by Seller. You agree to distribute Merchandise only to the country of purchase or initial shipment, and in the case of distributor sales to Authorized Resellers, not to entities you know or have reason to know intend to sell the Merchandise outside the country of purchase or initial shipment. Exporting of products to other countries requires express permission of Seller on a case-by-case basis. At no time shall Seller or its affiliates be liable for any or all claims arising from the importation of products not specifically authorized by Seller. You assume all responsibility and hold Seller and its affiliates harmless from any claim brought by any third party who purchased Merchandise inconsistent with this provision.

CUSTOMER RESPONSIBILITIES

19. Customer and its affiliates may not list or resell any of Seller’s Merchandise on any online marketplace without Seller’s prior written consent. 
20. With the purchase of Seller’s Merchandise, Customer must adhere to Seller’s Intellectual Property and Brand Guidelines, which can be reviewed at https://www.ammex.com/ip-and-branding-guidelines/. 
21. Customer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time.  Customer shall not make any warranties or representations concerning the Merchandise except as expressly authorized by Seller.  Customer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Seller’s business and/or (b) related to the marketing and sale of the Merchandise.  Customer shall represent the Merchandise in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Seller or the Merchandise.  Customer shall not advertise Merchandise not carried in inventory. 
22. Customer agrees to adhere to all of the obligations described in any Distribution Agreement or similar agreement entered into between Customer and Seller in addition to these T&Cs.  
23. Additionally, Customer will adhere to the following terms and conditions: 

1. 1. Maintain accurate and up-to-date company information and disclose all retail locations that carry Merchandise throughout the term of your reseller relationship with Seller, upon Seller’s request and provided in writing within 3 days. Qualifying retail locations can only be one of the following: your physical brick & mortar store(s), your Permissible Public Website (as defined below), or temporary storefronts (events, trade shows, pop up stores, etc.) 
   2. You must provide unit sell-thru information by SKU and by approved retail location upon request. Seller reserves the right to perform an audit of financial statements pertaining to Merchandise sales or the business operations (conduct) to ensure compliance with these T&Cs. 
   3. You acknowledge and agree that Seller or its licensors own all proprietary rights in and to the Merchandise brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Merchandise (“AMMEX IP”).  You are granted a limited, non-exclusive, non-transferable, revocable license to use the AMMEX IP solely for purposes of marketing and selling the Merchandise as set forth herein.  This license will cease upon termination of your status as an Authorized Distributor.  All goodwill arising from your use of the AMMEX IP shall inure solely to the benefit of Seller or its licensors. 
   4. You must comply with Seller’s Intellectual Property and Brand Guidelines and represent yourself as an Authorized Distributor of the Merchandise in all online advertising & sales collateral. Setting up businesses, registering domain names, mobile applications, or social media usernames that contain Seller’s trademarks or intellectual property, or misspellings or confusingly similar variations of Seller’s trademark or intellectual property, is strictly prohibited. To ensure compliance with Seller’s policies, you must only use approved marketing materials, including images and descriptions, for all Merchandise, and must ensure that all Merchandise images and descriptions are accurate and up to date. You can read the entirety of Seller’s Intellectual Property and Brand Guidelines at https://www.ammex.com/ip-and-branding-guidelines/.  Seller reserves the right to review and approve, in its sole discretion, your use or intended use of AMMEX IP at any time, without limitation. 
   5. You must not buy Merchandise from other retailers or distributors, or from other sources not explicitly endorsed by Seller. 

Insolvency

24. Seller may immediately terminate any order from Customer in the event of the happening of the following or any comparable event: (a) insolvency of Customer, (b) the filing of a Revised 9-12-17 voluntary petition in bankruptcy by Customer, (c) the filing of an involuntary petition in bankruptcy against Customer provided such petition is not vacated within fifteen (15) days, (d) appointment of a receiver or trustee for Customer or (e) execution of an assignment for the benefit of Customer’s creditors. 

MERCHANDISE QUALITY CONTROLS

25. You may not alter original Merchandise packaging or Merchandise in any way prior to reselling Merchandise. Without limiting the generality of the foregoing, you may not translate, remove, or modify the contents of any label or literature on or accompanying the Merchandise, nor may you tamper with, deface, or otherwise alter any serial number, UPC code, lot code, or other identifying information on the Merchandise. Removing Merchandise from packaging and reselling Merchandise in a different packaging or under a different name is strictly prohibited. 
26. You must be able to use the standard set of Seller supplied data in product data feeds that you distribute to 3rd party advertising venues unless prior written permission is obtained from AMMEX. 
27. You may resell Merchandise which has been returned in unopened but damaged packaging or opened but unused condition, provided you clearly and accurately advertise the condition of such Merchandise as being “open box,” “damaged packaging,” or of similar condition.  In any event, you may not resell Merchandise which contents which have been used by End Users (i.e., gloves which have been worn). 
28. You must comply with instructions provided by Seller regarding the storage, handling, shipping, disposal, or other aspect of the Merchandise, including instructions provided on Merchandise labels. Except as provided in any such more specific instructions, Merchandise must be stored in cool temperatures, away from direct sunlight, intense artificial light, x-ray machines, and other sources of ozone. 
29. You must not re-SKU, bundle, or unbundle Merchandise, including in your online assortments & data feeds, without receiving prior written permission from Seller. 
30. You agree to reasonably cooperate with Seller in preventing unauthorized exportation of Merchandise and any Merchandise tracking systems that may be implemented from time to time. For Merchandise which incorporates an individualized numerical designation (e.g. serial number) and which are sold in bulk, defined as four (4) or more units in a single transaction, or ten (10) or more units purchased by the same individual within thirty (30) days (“Serialized Bulk Products”), You shall endeavor to request the following information: customer name, customer address, customer phone, product serial numbers, and dates of transaction. The customer information is not required to be transferred to Seller; however, it should be used to identify suspicious purchase patterns. In the event the customer refuses to provide such information, you should reduce the transaction quantity to below the applicable Serialized Bulk Products threshold.
31. You must cooperate with Seller with respect to any Merchandise recall or consumer safety information dissemination efforts. 
32. You must report to Seller any customer complaint or adverse claim regarding the Merchandise and assist Seller in investigating any such complaints or adverse claims. 
33. You must cooperate with Seller in the investigation and resolution of any quality or customer service issues related to the sale of the Merchandise, including disclosing information regarding Merchandise sources, shipment, and handling. 
34. You will not advertise, market, display, or demonstrate non-Seller products together with Merchandise in a manner that would create the impression that the non-Seller products are made by, endorsed by, or associated with Seller. 
35. Seller wants to engage with its distributors through social media. Seller encourages following/liking and will reciprocate in kind. Seller content must be shared and may not be copied and pasted without violating copyright guidelines. You acknowledge and agree that you will not take any action that is in conflict with our rights in or ownership of any Merchandise brand, trademark, copyright, or other intellectual property right. You will not disparage, or post anything that creates negative goodwill about any products, brands, content, and/or person’s affiliated with or employed by Seller. All messaging must be consistent with these guidelines. 
36. You may not conduct any public relations campaigns that cite, show, or communicate anything about Seller without Seller’s written permission, which permission can be refused. In no case will you take any action that is in conflict with Seller’s rights in or ownership of any Merchandise brand, trademark, copyright, or other intellectual property right. 
37. You must be familiar with the special features of the Merchandise marketed for sale and obtain sufficient knowledge to advise your customers on the selection of the Merchandise, as well as any applicable guarantee or return policy.  You must be available to respond to customer questions and concerns both before and after the sale of the Merchandise and respond to customer inquiries promptly. 
38. Except for a drop-shipping arrangement whereby Seller or a Seller-approved third party ships Merchandise on your behalf to customers who order Merchandise, under no circumstances permit orders to be fulfilled in any way that results in the shipped Merchandise coming from inventory other than your own. 
39. You must ensure that any third-party logistics provider engaged to store inventory of the Merchandise is aware of and complies with all Merchandise quality controls and customer service standards described herein or otherwise conveyed by Seller.  You must ensure that any such third-party logistics provider stores all inventory of Merchandise segregated by seller such that no Merchandise provided to the third-party logistics provider are commingled with those owned by any third party.  Seller reserves the right to request additional information regarding the use of third-party logistics providers and prompt provision of such information to Seller is required.  Cooperate with Seller in investigating any concerns related to the Merchandise that may relate to the use of a third-party logistics provider. 

ONLINE SALES

40. With respect to online sales of Merchandise, you are authorized only take orders via Permissible Public Website(s).  A “Permissible Public Website” is a publicly accessible ecommerce enabled web pages hosted on approved websites owned and operated by you. At Seller’s request, you must reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Website(s).
41. Your Permissible Public Website(s) must not appear to be operated by Seller or any third party.
42. Selling on 3rd party sites domestic or international (eBay, Amazon, Alibaba, Walmart Marketplace, etc.), dropship accounts (Buy.com, Newegg.com, Overstock.com, etc.), classified sites (Craigslist.com, Facebook Marketplace, etc.) or direct messages on forums both domestic or international is strictly prohibited. You will include this Section 41 in your terms & conditions/contract with each of your customers/clients and should there be a breach of this provision by any of them you agree to use your best efforts to cause them to comply with it.
43. Anonymous sales are prohibited.  Your full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Website(s) and must be included with any shipment of Merchandise from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.
44. You must ensure compliance for your Permissible Public Website(s) with all applicable privacy, accessibility, and data security laws, regulations, and industry standards, including Payment Card Industry (“PCI”) compliance.
45. You must publish and maintain a publicly accessible privacy policy on the Permissible Public Website(s).
46. You must ensure industry-standard e-commerce security and fraud protection measures are in place for the Permissible Public Website(s), including two-factor authentication, authorized territory shipping restrictions, and customer fraud resolution procedures.
47. Seller product videos are the property of Seller. Seller grants imbed rights to you only for use on your Permissible Public Website, and not on any 3rd party websites at any time. Embedded videos must be embedded in their entirety and may not be edited. All videos embedded must be on accessible, family friendly websites and available free of charge.
48. The Permissible Public Website(s) must have a mechanism for receiving customer feedback, and you shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner.  You agree to provide copies of any information related to customer feedback (including any responses to customers) regarding the Merchandise to Seller for review upon request.  You must cooperate with Seller in the investigation of any negative online review associated with your sale of the Merchandise and to use reasonable efforts to resolve any such reviews.  You must maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted.  Nothing in this paragraph shall be construed to require you to disclose identifying information about your customers to Seller.
49. You are responsible for all fulfillment to its customers who order Merchandise through Permissible Public Website(s), any applicable taxes associated with such purchases of Merchandise, and any returns of Merchandise.

FORCE MAJEURE

50. Force Majeure – Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, pandemics, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.

GOVERNING LAW

51. Governing Law & Forum. Any dispute between the Parties shall be governed by Washington state law, without giving effect to any conflict of law provision. The dispute shall be resolved exclusively in the King County Superior Court (Kent courthouse) and Customer consents to both jurisdiction and venue. The prevailing party in any dispute shall be entitled to recover its attorneys’ fees and costs.

CONFIDENTIALITY

52. Governing Law & Forum. Any dispute between the Parties shall be governed by Washington state law, without giving effect to any conflict of law provision. The dispute shall be resolved exclusively in the King County Superior Court (Kent courthouse) and Customer consents to both jurisdiction and venue. The prevailing party in any dispute shall be entitled to recover its attorneys’ fees and costs.

Entire Agreement

53. Entire Agreement. Each invoice and these T&Cs constitute the entire agreement between the Parties. No modification of any invoice or these T&Cs is valid and enforceable unless it is in writing signed by an officer of AMMEX.  Customer’s purchase, use, advertising, offering for sale, or sale of the Merchandise, use of the AMMEX IP, or use of any other information or materials provided by Seller to Customer will be deemed Customer’s acceptance of these T&Cs.  Seller expressly disclaims any T&Cs provided by Customer in any manner.

OTHER

54. No Agency. Customer acknowledges that it is not an employee, agent, or independent contractor of AMMEX. Customer has no authority to AMMEX.
55. Effective Date. The effective date for the sale of Merchandise under each invoice shall be the actual date of each invoice. All references to dates in these T&Cs shall be calculated using the subject invoice date.
56. Compliance.  Seller may review your activities for compliance with these T&Cs, and you agree to cooperate with any such investigation, including, but not limited to, permitting inspection of your facilities and records related to the sale of the Merchandise.
57. Termination.  Seller reserves the right to terminate Customer’s status as an “Authorized Distributor” with written or electronic notice.  Upon termination of Customer’s status as an Authorized Distributor, Customer shall immediately cease (i) selling the Merchandise; (ii) acting in any manner that may reasonably give the impression that Customer is an Authorized Distributor of the Merchandise or has any affiliation whatsoever with Seller; and (iii) using all AMMEX IP.

TITLES AND HEADINGS

58. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.