Read These Terms and Conditions - The terms and conditions stated in this document supersede any and all other agreements or obligations involving Michael Enterprises (the "Company"), the customer named on this invoice (“Buyer”) and the goods that are the subject of the Company’s invoices, including but not limited to any terms or requirements that may be stated or referenced in Buyer’s purchase orders, vendor guidelines and any other documents that pre-date or post-date this invoice, as well as any obligations that otherwise may be imposed by law or equity.

Acceptance and Prices - Acceptance of Buyer’s orders by the Company shall be made solely at the Company’s discretion at the Company’s facilities in Michigan, and all transactions with the Company are deemed to have been made in the State of Michigan and governed by Michigan law.

Performance - The Company shall be obligated to furnish only the goods described in this invoice. The duty to perform under any order on the part of the Company and the price thereof is subject to credit approval and is also contingent upon strikes, accidents, fires, the inability to procure materials from the usual sources of supply, the requirements of the United States Government (through the use of priorities or preference or in any other manner) that the Company diverts either the material or the finished product to the direct or indirect benefit of the Government, or upon any like or unlike cause beyond the control of the Company. If Buyer’s credit is declined, or upon the occurrence of any such event as aforesaid, the Company may delay performance or, at its option, renegotiate prices and terms and conditions of sale. If the Company elects to renegotiate and the Company and the Buyer are unable to agree on revised prices or terms, the order shall be canceled without any liability.

Taxes - To the prices and terms quoted add any gross receipts, sales, or use tax, either Federal, State, or Local, payable on the transaction under any applicable statute.

Limited Warranty and Liability - The Company warrants, to Buyer only, that the goods shall be free from defects in materials and workmanship. This Limited Warranty, as well as any implied warranty, shall expire sixty days from date the Company shipped the goods at issue to Buyer.

For warranty claims or service, Buyer must first obtain a return authorization from the Company and ship the goods to the Company at Buyer’s expense. Buyer’s sole remedy under this Limited Warranty or any implied warranty shall be limited to the repair or replacement, at the Company’s option, of the subject product or parts thereof. In no event shall the Company or its agents, employees, successors or assigns be liable for anything in excess of the price paid by Buyer for the product, and the Company shall not be liable for any incidental or consequential damages or for any cost of transporting or shipping the product, whether the claim is based upon contract, warranty, negligence or product liability, including, without limitation, loss or damage to property other than the warranted product itself, loss of use of any property, or other economic losses. Neither the Company nor any distributor shall be liable for contribution or indemnification, whatever the cause. Warranty rights and remedies may not be assigned or transferred. -

The Company’s warranty obligations shall be limited, to the greatest extent allowed by law, as provided in this Limited Warranty. Some states do not allow limitations on how long an implied warranty lasts and/or the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusion may not apply to you. This Limited Warranty gives you specific legal rights, and you may also have other rights which vary from state to state. -

Warranty Disclaimer - The Company’s Limited Warranty as stated herein is given in lieu of all other warranties, express or implied, including THE IMPLIED WARRANTY OF MERCHANTABILITY, any implied warranty of fitness for a particular purpose and any implied warranties otherwise arising from course of dealing or trade.

Product Labels and Warnings - The Company may provide any or all goods with California Proposition 65 labels or other labels, instructions or warnings. Buyer shall comply with all applicable laws and shall deliver all goods to the consumer with all packaging, labels, warnings, tags, instructions and other documents that are provided by the Company for distribution with the goods. Buyer shall cooperate with the Company and participate in all programs that the Company may announce from time to time with respect to labels, warnings, product upgrades, recalls and safety.

If any goods are designated as not tested, labeled or otherwise qualified for sale or distribution in any particular nation, state or locale, then Buyer assumes sole responsibility for any liabilities or obligations arising from sales or distribution into that state or locale. -

If Buyer makes internet sales to California purchasers or ships to a California address, Buyer shall display any Proposition 65 warnings that accompany the goods to each California purchaser and recipient by a clearly marked hyperlink on the product display page, or otherwise prominently display the warning to the purchaser before the purchaser completes his or her purchase of the product, in addition to shipping the product with any and all warnings provided with the product. A general warning elsewhere on Buyer’s website that is not directly associated with the product by a link or some other method is not acceptable. -

If Buyer makes catalog sales, any Proposition 65 warning message must be provided to California customers in the catalog in a manner that clearly associates it with the item being purchased. -

If Buyer makes in-store sales in California or ships to California, Buyer shall provide all customers either the original box with any Proposition 65 warning labels attached, or an adequate notice by the retail display. The Company will provide additional copies of the box warning stickers upon request if Buyer sells any goods without the original box. -

Intellectual Property - Buyer acknowledges the validity of and ownership of all patents, trademarks and copyrighted materials used by the Company in connection with the goods, including any marks or terms ascribed by the Company to individual products or their features. Buyer shall do nothing that might prejudice or adversely affect the validity, value or ownership of the Company’s intellectual property, and Buyer shall cooperate with the Company in protecting and enforcing its intellectual property rights.

Minimum Advertised Price - The Company has a minimum advertised price (MAP) policy that will be communicated separately.

Authorized Locations and Internet Sales - Buyer understands and agrees that managing the locations and modes of sale of the Company’s products promotes a healthy marketplace by supporting resellers who will stock appropriate levels of merchandise and provide proper marketing and support for the goods. Company goods may be sold or otherwise offered by Buyer only at the fixed retail locations identified in Buyer’s purchase documents and approved by Seller, or via the Internet in accordance with Company online sales policies that the Company may announce from time to time. Buyer agrees that the Company may, in its absolute discretion, prohibit or restrict the sale of certain merchandise via the Internet or via certain Internet channels, and Buyer agrees that the Company may refuse to sell merchandise to any Buyer who violates any Company policies. Notwithstanding anything to the contrary, the sale or shipment of Company goods by Buyer to resellers or others intending to sell Company goods is expressly prohibited and shall be a breach of this Agreement.

Shipment Dates - Shipment dates are estimates only. No contract will be made to ship in a specified time unless in writing, signed by an officer of the Company. Shipments shall be f.o.b. factory or warehouse at named shipping point with title passing to the buyer upon delivery to the carrier by the Company.

Returns - Goods must not be returned except by permission of the Company, and when so returned will be subject to discount and restocking fees.

Payment - Payment terms for goods shipped hereunder will be net 30 days unless contrary terms appear on the face hereof or unless otherwise expressly agreed to in writing by the Company. The Company reserves the right to add to any account outstanding for more than 30 days a service charge of 1½ percent of the principal amount due at the end of each month, or the maximum allowable legal interest rate, if a lesser amount.

If Buyer pays by credit card, Buyer authorizes the Company to charge Buyer’s card immediately for the full amount of this invoice and for any future orders by Buyer. -