PRICES: Prices are subject to change without notice. Display Rack prices are NET prices - no discounts will be applied. Final prices will only be as set forth in any Sales Order made by, or Purchase Order accepted by, Tsukineko, LLC (the “Agreed Order”).

ITEMS, QUANTITY, SHIPMENT, AND OTHER SPECIFIC TERMS: The specific product(s), quantity, delivery method, shipment location and other product specific terms shall only be set forth in an Agreed Order. Purchase Orders from Customer, or counteroffers to Sales Orders of Tsukineko, will be deemed accepted by Tsukineko only when executed in writing by an authorized officer of Tsukineko. Any terms and conditions set forth in any Purchase Order by a Customer, or any confirmation of a Sales Order by Customer, or in any other document or agreement presented by Customer which are in addition to or different from these terms and conditions shall not be part of any agreement between Tsukineko and Customer except only for the product description, prices, quantity, delivery method, shipment location and other product specific terms specified in any Agreed Order.

PAYMENT: Orders without established credit approval must be, at Tsukineko’s option, prepaid by Cash, MasterCard, Visa, or Check. Customers with established credit approval must pay the purchase prices in full within 30 days of the Tsukineko Invoice Date. For all past due accounts, Customer agrees to pay a finance charge of 1.5% per month, or the maximum rate which is allowed by law if less, commencing 5 days after the payment due date. All products to be ordered by Customer will be exclusively for a business purpose, and not for Customer’s personal, family or household purpose. Customer will pay $25 for each returned check. Tsukineko reserves the right, upon notice to Customer, to modify customer terms (such as credit limit, discounts, pricing, and payment terms) should Tsukineko in its sole discretion determine the Customer’s credit history or prospects for future payment are unacceptable to Tsukineko.

MINIMUM ORDER FOR RETAILERS: There is a $150.00 minimum for opening orders. Thereafter, all re-orders are subject to a minimum of $100.00. Minimum quantities for all orders are 2 pieces per item, except for display sets (36 pc and greater), racks and bulk items.

MINIMUM ORDER FOR DISTRIBUTORS: Customers who are distributors for Tsukineko will maintain the minimum order quantity and minimum dollar amount agreed upon from time to time with Tsukineko. Minimums must be observed to maintain distributor status.

FREIGHT: Unless otherwise stated, products sold are to be shipped F.O.B. Tsukineko’s distribution warehouse. Goods lost or damaged after Tsukineko delivers them to the shipper are the responsibility of, and at the sole cost and risk of, Customer. Unless otherwise agreed by Tsukineko in writing, all orders will be shipped at Customer’s expense via UPS Ground, or similar delivery method upon Customer’s request.

WARRANTY AND DISCLAIMER: Tsukineko warrants only that the products are, at the time of delivery by Tsukineko to the carrier, manufactured in accordance with any product specifications provided by Tsukineko to Customer from time to time, and that such products will be delivered to Customer free of all liens. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO OTHER WARRANTY IS EXPRESSED OR IMPLIED, AND TSUKINEKO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER SHALL DETERMINE THE SUITABILITY OF THE PRODUCT FOR THEIR INTENDED USE AND THE CUSTOMER SHALL ASSUME ALL RISK AND LIABILTY IN CONNECTION WITH THE USE OR PERFORMANCE OF PRODUCTS. DAMAGES AND WAIVERS OF CLAIMS: TSUKINEKO SHALL NOT BE LIABLE FOR, AND CUSTOMER HEREBY WAIVES ALL CLAIMS FOR, INJURIES TO PERSONS OR PROPERTY, AND IN NO EVENT SHALL BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONTINGENT, CONSEQUENTIAL OR COMMERCIAL DAMAGES, LOSS OF INCOME OR PROFIT, OR ANY OTHER DAMAGES. TSUKINEKO’S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT SOLD, WHATEVER LIABILITY RESULTS FROM BREACH OF WARRANTY, CONTRACT, TORT OR ANY OTHER CAUSE WHATEVER. CUSTOMER WAIVES ALL CLAIMS AGAINST TSUKINEKO FOR NEGLIGENCE RELATING TO THE MANUFACTURE, SALE, DELIVERY, OR USE OF ANY PRODUCT PURCHASED BY CUSTOMER.

CLAIMS: The Customer must make any claim for shortages, damages, or defects not caused by the shipper, to Tsukineko in writing within fifteen (15) days after receipt of shipment. For transportation-related damage or loss, Customer must report the same at once to the carrier. Tsukineko shall have a reasonable time, but not less than twenty (20) days, from the date of notice of shortage, damage, or defect if Tsukienko is liable to cure. All due dates are determined by the date Tsukineko sent the invoice or received notice. No claim or action may be brought against Tsukineko relating to any order for sale of any products more than one year after the date the order is made or accepted by Tsukineko.

RETURNS: No returns will be accepted at any location except at Tsukineko’s main distribution center without obtaining prior written authorization by Tsukineko. All returns must be accompanied with a pre-authorized credit number. All claims and returns must be made within 20 days of receipt by Customer of the products. No credit will be given for any product that has been altered, damaged or used. All merchandise authorized for return must be shipped prepaid and will be subject to a 25% handling and restocking charge.

LEGAL FEES: In the event either party employs an attorney to prosecute or defend and claims or cause of action arising out of or relating to this Agreement or and Agreed Order, the prevailing party therein shall have the right to recover, and the losing party shall pay, all reasonable attorney’s fees and costs therein incurred.

CUMULATIVE REMEDIES: All of Tsukineko’s rights hereunder are separate and cumulative, and no one of them, whether or not exercised, shall be deemed to be an exclusion of any of the other rights and shall limit or prejudice any other legal or equitable right that Tsukineko may have.

WAIVER: No waiver by either party of any default shall be deemed a waiver of any subsequent default.

CHOICE OF LAW, JURISDICTION, AND VENUE: This Agreement and any Agreed Order shall be governed by and construed in accordance with the laws of the State of Washington, excluding the conflict of laws provisions. The Buyer irrevocably submits to the exclusive jurisdiction of the state and federal courts located in King County, Washington, in any proceeding relating to this Agreement or any Agreed Order.

NOTICES: All notices and other communications given pursuant to any Agreed Order shall be in writing and shall be deemed to have been given if delivered personally, sent by facsimile (with confirmation), or delivered by a commercial service (with confirmation) to the parties to the addresses or facsimile numbers set forth in the Agreed Order, or at such other addresses or facsimile number as a party may designate by like notice to the other. Any notice or other communication shall be deemed to be given (a) on the date of personal delivery, or (b) on the date of confirmed delivery by facsimile or commercial delivery service.