TERMS AND CONDITIONS OF SALE

All sales made by Cleo & Cat Corporation (“Seller”) to any customer (“Buyer”) are subject to the following terms and conditions:

1.  Binding provisions. Unless otherwise agreed in writing, no terms and conditions other than the terms and conditions contained herein shall be binding upon Seller. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's purchase order, which are different from or in addition to the terms and conditions herein shall not be binding on Seller, whether or not they would materially alter this document. Buyer’s acceptance of these terms and conditions shall be made by either (i) Buyer providing a purchase order to Seller in any form or (ii) Buyer’s acceptance of any products offered by Seller or (iii) if products are shipped to Buyer or (iv) an invoice is presented by Seller in connection with the products sold or (v) Buyer makes payment for products sold by Seller, whichever occurs first.   

2. Ordering. All purchase orders are subject to acceptance by Seller. Unless rescinded/cancelled by Seller within 2 working days on account of a default by the Seller or any prior or continuing breach by the Buyer, the acceptance of a purchase order results in an enforceable contract of sale between Buyer and Seller.

3. Payment Terms. Unless otherwise agreed in the face of the purchase order, Buyer agrees to pay for the products 50% upon placement of a purchase order by Buyer and 50% upon Delivery. All past due amounts are subject to service charges at the rate agreed upon by the parties, otherwise at the maximum contract rate permitted by law. 

4. Taxes. The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer.

5. Delivery. Seller will deliver all products under the purchase order FCA, Seller’s point of shipment, as defined in Incoterms 2000 (“Delivery”). The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the purchase order. Claims for products damaged or lost in transit should be made by Buyer to the carrier, as Seller's responsibility ceases upon Delivery or upon tender of goods to Buyer or Buyer's representative.  Seller will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no backcharge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including, but not limited to, liability for Seller's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Seller.

6. Title and Risk of Loss.  Title to the products and risk of loss shall transfer to the Buyer upon Delivery.

7. Inspection and Acceptance of Products. Claims for damage, shortage or errors in shipping must be reported within one (1) day following receipt of the products by Buyer, otherwise products will be deemed accepted.

8. Returns:  No returns are allowed on any custom made orders. Returns will only be allowed for exchange if products are damaged or shipped in error as provided in Section 7.  Seller reserves the right to deny any return. For purpose of this Section “damaged” shall mean cracks, missing stones or beads and/or broken parts only.

9. Warranty.The product sold is a finely hand crafted piece of art. Seller therefore cannot guarantee exact color match across dye lots, styles or sizes from one order to the next. The Seller will make every effort to match a customer's order as closely as possible, and inform the Buyer immediately if color variation is deemed by the Seller to be substantially different between items shown in Sellers promotional material and/or website. Colors shown on Sellers promotional material, including Seller’s Website may vary slightly from the actual final artwork. Seller disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to  the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose.

10. Copyrights. Cleo & Cat  and its logo are registered trademarks/copyrights owned by Cleo & Cat Corporation. All the products sold are copyrighted designs owned by Cleo & Cat Corporation.

11. Limitation of Liability.In no event shall seller be liable hereunder for any indirect, special, incidental, punitive or consequential damages (including but not limited to loss of revenue or profits, any failure to realize savings or other benefits, loss of reputation) whether based on contract, tort or any other legal theory, even if seller has been advised of the possibility of such damages.
In no event shall seller's liability hereunder exceed the amounts received by seller pursuant to this agreement for the products giving rise to the claim, even if seller is advised of the possibility of such damages.

12. Severability. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance herefrom.

13. Entire Agreement. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Seller's authorized representative. All sales of Products shall be governed solely by the terms and conditions contained herein.

14. Governing Law.  Any sale of Seller’s Products shall be governed in all respects by the laws of Florida (excluding choice of law provisions). All actions, regardless of form, arising out of or related to the sale of the Products sold hereunder must be brought against Seller within the applicable statutory period, but in no event more than one (1) year after the date of invoice.  Seller and Buyer consents to the jurisdiction of the state and federal courts sitting in Miami, Florida, U.S.A.
Cleo & Cat Corporation
Confidential proprietary / 2009