1. Binding Effects of the Company-Vendor Agreement:

a. Terms and Conditions contained herein constitute the Agreement between the applicant, herein referred to as “Vendor,” and ShopTheFarms.com, LLC, a Texas Limited Liability Company, located at 3208 International Place, Irving, TX, 75062, USA, herein referred to as “Company,” and are binding on both Vendor and Company as of the time of approval of the application by Company.

b. By checking the box next to “I agree to the Terms and Conditions of the Company-Vendor Agreement” on the application and successfully submitting it to the Company, Vendor agrees that Vendor clearly understands, accepts and agrees to all of the provisions of the Terms and Conditions of the Company-Vendor Agreement contained herein, and that the Terms and Conditions will remain binding on Vendor and Company for as long as Vendor and Company continue doing business with one another.

2. Application Process:

a. Vendor hereby warrants and affirms that the information provided to Company during the application process is all true and correct.

b. For the application to be accepted by Company, all of the required fields of the submitted application must be correctly and completely filled on the website by Vendor.

c. Company reserves the right to reject Vendor’s application for any reason it deems appropriate.

d. Company will notify Vendor as to whether the application has been accepted or denied. Such notification will be sent to the email address of the person in charge of the business transactions of Vendor, as designated by Vendor on the application.

e. Company may ask Vendor to provide more information, if Company deems such information necessary for the approval of Vendor’s application.

3. Vendor’s Privacy:

a. Company reserves the right to verify the validity of any or all of the information provided by Vendor; and, Vendor hereby authorizes and consents to Company’s verifying such information by utilizing whatever means Company deems appropriate.

b. Vendor authorizes Company to utilize any or all of the information provided to Company by Vendor to better its business.

c. Vendor authorizes and consents to Company’s utilization of the information provided to Company by the Vendor in creating Vendor’s Profile page on the website.

d. Vendor authorizes and consents to Company’s sharing of the information provided by Vendor with third parties to the extent Company deems necessary to conduct its business.

e. Company will always seek to protect the information regarding Vendor and its business on the website by taking reasonable precautions to avoid any potential hackers from hacking into Company’s database; however, Vendor clearly understands and hereby accepts and agrees that Company cannot guarantee this protection and thus to hold Company harmless and not liable for any damages that Vendor may receive or incur due to information regarding Vendor being hacked.

4. Account Security

a. For Account-security purposes the Vendor will be required to utilize a unique User Name and a Password on the Website to access the User Account, which will initially be determined by the Vendor at the time of submission of the Application for the User Account. Upon approval of the User Account, the Vendor will later have the ability to alter the Password as desired. Forgotten passwords will be automatically emailed to the Vendor by the Website, upon verification of the Vendor’s authenticity by the Company. Such emails will be sent to the email address provided on the Website by the Vendor as the email address of the person in charge of business transactions in the Business of the Vendor.

b. Vendor is hereby recommended by the Company to not share the user name or password with any third party, unless the third party in question is authorized to conduct business on the website on behalf of Vendor and view Vendor’s business-related information.

c. The Company will record the Password into a hidden database that is not visible to or retrievable by any user of the Website, including the Vendor; therefore, the Vendor is solely responsible to know the Password to successfully be able to login to its Account on the Website.

d. Upon acceptance of the application, some of the information obtained by Company from the application will be populated on the profile page of Vendor on the website.

e. Vendor will be allowed by Company to update the profile page at any time; however, some of the information on the profile page that is deemed by Company vital to the integrity of the information on the account and/or verification of account authenticity may be hidden from Vendor and/or protected by the website against any editing by Vendor.

f. If Vendor forgets the user name, Vendor must contact Company to retrieve it.

5. Sales:

a. Upon acceptance of Vendor’s Application, Company will give access to Vendor on the Website, so that Vendor can start offering its products or services to Company’s Clients on the Website.

b. All products and/or services will be offered on the Website to Company’s Clients; however, Vendor will not directly invoice Company’s Clients. Instead, all products and/or services will directly be invoiced to Company, where the same will be invoiced by Company to its Clients.

c. Vendor under no circumstance will pursue a direct business relationship with any of the Clients of Company, unless Vendor can provide solid evidence to Company of a relationship to have existed between Vendor and that particular client of Company prior to Vendor’s receiving an order on the website from the Client in question.

6. Approval of Products or Services:

a. Before Vendor can offer a product or service on the website, Vendor must obtain Company’s approval to do so, which will require Vendor to add the product or service in question to the list of products or services currently offered by Vendor on the website and submitting it to Company’s approval. Such a request must contain all of the following criteria:

i. For Grower Products:

1. Category of the product;

2. Type of product;

3. Color of the product;

4. Variety name of the product, if any;

5. Weight, size and/or length of the product;

6. Grade of the product;

7. Wrapping parameters of the product;

8. Packing parameters of the product;

ii. For Freight Forwarder Services:

1. Point of service.

b. Before approving the addition of a product or service to the existing list of products or services offered on the Website by Vendor, Company may ask to sample the product or service in question.

c. Company reserves the right to block Vendor from accessing the Website, or offering its products or services on the Website for any reason it deems appropriate.

d. Any incorrect data submitted by Vendor regarding products or services offered on the Website can potentially cause logistical errors and/or miscalculations of shipping costs, as well as creating difficulties in packing of the products according to order specifications; therefore, Vendor clearly understands and hereby accepts and agrees that Vendor to the extent possible will pay utmost attention to the accuracy of submission of such data on the Website.

7. Vendor’s Obligations and Responsibilities:

a. General:

i. Any order on a product or service offered by Vendor on the website that is confirmed by Vendor has to be satisfied by Vendor; and, in unexpected cases in which a product or service cannot be satisfied by Vendor as confirmed, Vendor will always act timely and responsibly in terms of communication with Company and taking the necessary steps to the extent possible to ensure continuation of Client satisfaction.

ii. Vendor clearly understands, accepts and agrees that any confirmed order by Vendor on any product or service that is not satisfied as confirmed may cause Vendor’s ratings on the website to be reduced, which may cause reduction of volume of business conducted on the Website by Vendor, as ratings of all vendors, products, and services are published on the Website and viewed by the Clients of Company.

b. Growers:

i. Vendor will always give priority to satisfaction of standing orders.

ii. Products must be packed exactly as specified in the final packing lists confirmed on the Website both by Vendor and the Clients who place the orders. In the unexpected cases where products cannot be packed as confirmed, Vendor will immediately notify the Company; and, Vendor will never knowingly ship orders with inaccurate packing lists.

iii. Orders have to be confirmed on a group-by-group basis; and, no group of any order can be partially satisfied.

c. Freight Forwarders:

i. Vendor clearly understands and hereby accepts and agrees that any order that is delayed more than 48 hours to arrive at its drop-off destination will potentially constitute a financial liability on Vendor, unless Vendor finds a way to ensure arrival of said cargo to its final destination within 24 hours of the original ETA.

ii. In a case where cargo does not arrive within 24 hours of the original ETA given to the clients at the time of ordering, the Company upon request from the Client may credit the Client’s accounts for up to the full purchase amount of the delayed portion of the order, while Vendor will compensate the Company for only the cost of the product and freight, unless the delay in question occurs due to unavoidable circumstances, such as weather delays or natural disasters.

iii. Vendor will always be solely responsible for safety of cargo, meaning that any lost or severely damaged cargo will constitute a financial liability on Vendor in the form of compensation paid to Company, limited to the amount of the total cost of the product to Company, including the freight paid on that product.

8. Invoicing, Payments, and Credit Terms:

a. The website will provide Vendor with the list of orders placed by the clients of Company against the products and services offered for sale by Vendor on the website; and, Vendor will to determine the manner in which the Company will be invoiced by Vendor for such orders, as Vendor will be required and allowed by the website to assign invoice numbers to orders on a box-by-box basis.

b. Once a box or a group of them is/are assigned an invoice number and shipped by Vendor, the invoice will appear on Vendor’s account history on the Website as accounts payable on Company to Vendor.

c. Company will pay Vendor only based on the open and due balance shown on the account history of Vendor on the Website.

d. Vendor will be responsible to make sure that Vendor’s own records match Company’s records on the Website. If Vendor believes there to be an error on the account history of Vendor on the Website, Vendor must contact the accounting department of Company with a written explanation and seek resolution of the matter.

e. Unless a different payment term is agreed upon, Company by default will pay Vendor on the last day of each month on the entire open balance of the previous month, using the method of payment agreed upon between Company and Vendor.

f. If Vendor requests that Company pays Vendor via wire transfer, Vendor may be charged by Company for payment-related expenses. Such charges may be considered by Company as credits to Vendor’s account and deducted from the payments to Vendor.

9. Credits Related to Complaints:

a. All products and services will be sold by Company with a 100% satisfaction guarantee, meaning that Company will always stand behind the products and services offered on the Website by Vendor.

b. In the cases of a credits requested by the clients of Company, Company will examine each and every case to determine the cause of the problem reported on the Website by the client or other reporting parties. After a careful examination of a said case, if Company concludes to find Vendor at fault, Vendor will be required by Company to compensate Company for any said loss. The amount of this compensation will not exceed the total cost of the product to Company, which may include the freight and tariff paid on said product.

10. Ratings:

a. Company’s website keeps an overall record of all complaints from all clients and based on this information continuously rates all of its vendors and the products and serviced offered by them on the website.

b. Vendor will be allowed by Company to view not only its own ratings on the website, but also the ratings of the products or services it has sold on the website.

c. Vendor hereby clearly understands, accepts and agrees that Company has an obligation to its clients to maintain a certain standard for products and services offered on the website and therefore at any time may not only reduce the ratings of Vendor on the website due to extensive number of complaints received on the products or services provided by Vendor, but also block the Vendor from being able to continue offering products or services on the website.

11. Website Malfunction:

a. Vendor clearly understands, accepts and agrees that the Company cannot guarantee the website to function properly at all times and therefore will not keep the Company liable for any problems or damages, whether they are financial or not, that Vendor may experience, receive, or incur as a result of a possible malfunctioning of the website.

b. If the website malfunctions during the course of business, Company will immediately attempt to manually take care of business; however, due to the volume of the business at the time, some of the notifications of problems or credit requests may not reach Vendor, or reach Vendor later than usual.

12. Agriculture-related Issues (for Growers):

a. Company will expect the products that are shipped by Vendor to Company’s clients to be in good standing with the agriculture departments of the importing countries and not receive routine inspections.

b. Company realizes that Agriculture departments of importing countries randomly inspect products from all growers; however, Vendor clearly understands and hereby accepts and agrees that, if Vendor’s products start receiving not random but routine inspections, causing Company to start incurring extensive financial damages that are out of the ordinary, Vendor at Company’s sole discretion may be required by Company to compensate Company for such losses, even if the products in question have been contaminated by acceptable bugs and/or diseases according to final inspection reports. Such compensation amounts may consist of but be not limited to “release fees.”

c. Company reserves the right to reject fumigated products and require Vendor to compensate Company for its related losses. In such cases, amounts of requested compensations will not exceed the total costs of the products to the company, calculated as total landed costs of said products to Company at where products are disposed post inspection, totals including costs of products, tariff, freight charges, and cargo agency and other agriculture department fees that are payable by Company.

1. Binding Effects of this Company-Client Agreement:

a. The Terms and Conditions contained herein constitute the Agreement between the Client Applicant, or Client, hereinafter referred to as the “Client,” and ShopTheFarms.com, LLC, a Texas Limited Liability Company, located at 3208 International Place, Irving, TX, 75062, hereinafter referred to as the “Company,” and become binding on both the Client and the Company upon acceptance of the Application by the Company.

b. By checking the “I read, understood and agree with the Terms and Conditions” box on the Application and successfully submitting the Application to the Company, the Client states that the Client clearly understands, accepts and agrees to all of the provisions of the Terms and Conditions and their binding effects on both the Client and the Company, which will always overwrite all other agreements between the Client and Company for as long as the Client and Company continue doing business with each other and at least one of the parties agreeing herein continues to have a financial liability to the other party.

2. Definitions:

a. Agreement: This Company-Client Agreement.

b. Terms and Conditions: Provisions of the Agreement.

c. Company: ShopTheFarms.com, LLC, a Texas Limited Liability Company, located at 3208 International Place, Irving, TX 75062.

d. Client Applicant or Client: The person and/or entity accepting and agreeing to the provisions of the Agreement.

e. Clients: All of the Clients of the Company.

f. Application: The document that is completed and submitted on the Website by the Client Applicant for the purpose of obtaining a user account on the Website.

g. Website: The Website and the intermediary tool of the Company through which the Company conducts the sales and distribution of its Product to the Clients.

h. Product: All or any Products traded in the floral industry.

i. Business: The Business of the Client and as whom/what the Client is doing business.

j. Account: An active component of the Website that allows the Client to purchase Products from the Company on the Website.

k. User Name: The login credentials the Client will use on the Website in conjunction with a designated Password to be able to login to its Account.

l. Password: The security code the Client will use on the Website in conjunction with a designated User Name to be able to login to its user Account.

m. Client Profile: The profile page of the Client on the Website on which the Website records and saves the Client’s Account information.

n. Order: Represents the total of what is ordered on the Website by the Client from the Company in one Order Session and under one order number.

o. Suborder: Subsection of an Order that is submitted by the Client on the Website and distributed to a particular Vendor of the Company by the authorization and on behalf of the Company.

p. Vendor: A vendor of the Company, not a vendor of the client, who grows and/or supplies some of the Products sold by the Company to the Clients on the Website.

q. First Item: The First Item that is purchased on the Website as a part of an Order Session.

r. Shipment Method: Any one of the Methods of Shipment that is offered to the Client on the Website by the Company and selected by the Client at the time of Ordering Product.

s. LT: Lead Time in days. Estimated number of days the Product travels between the time of shipping and arrival at the final destination, based on the day of the week and the time of the day on which and Order is submitted.

t. ETA: Estimated Time of Arrival. Estimated day of the week on which Product is expected to arrive at the final destination, based on the day of week and the time of the day on which the Order is submitted.

u. Shipment Tracking: A feature of Website that offers the Users the ability to track and monitor shipment-related activities per Order.

v. Satisfied: Parts of Orders that are confirmed, successfully packed, and shipped by the Growers. Orders may be partially satisfied.

w. Unsatisfied: Parts of Orders that are not successfully confirmed, packed and/or shipped by the Growers. Orders may be partially unsatisfied.

x. Credit Card: Credit Card used by the Client to purchase Products on the Website.

y. Landed Price: The final price paid by the Client for a product, landed at the location designated by the Client at the Point of Sale (POS).

z. Packing List: The list on the Website of the Company that displays how the Product is packed.

3. Requirements on the Client and Verification of the Client’s Business by the Company:

a. The Company is a wholesaler of Products, and as such does not charge sales tax to its clients; therefore, the Client is legally required to possess a valid Resale Certificate and the necessary permit to resell fresh-cut flowers. The Client hereby acknowledges that upon receipt of the application, the validation of the Client’s Resale Certificate and the nature of the Client’s business will both be verified by the Company.

4. Application Acceptance and Notification:

a. For the Application to be accepted by the Company, all of the required fields of the Application must be correctly completed by the Client. The Company reserves the right to reject the Application or delay its approval based on any missing or incorrect information, or inconclusive verification process.

b. For the Application to be accepted by the Company, the Client’s name, the Client’s Business’ name, physical address and taxpayer identification number, or depending on the legal formation of the Client’s Business the social security number, must all be true, valid and verified by the Company.

c. The Company will notify the Client Applicant as to whether the Application is accepted or denied. This notification is sent by the Website to the email address of the principal person in charge of the business transactions at the Business of the Client, as designated and supplied on the Application by the Client Applicant.

d. If the client chooses to apply for Credit (“charge account”) on the Website, the client will be required to fill, print and mail the form for” Certification of Information and Authorization of Verification” and “Individual Personal Guaranty,” which is found on the Website of the Company and is available to the Applicant at the time of applying for a User Account on the Website. If the Client’s business has more than one partner, then a separate printout of this form should be filled, signed by and mailed in for each partner, for the application for credit to be deemed valid by the Company.

5. Usage of Applicant or Client Information, Client and Company Privacy, and Credit Reports:

a. The Client hereby warrants and affirms that all information provided to the Company by the Client is true and correct and the Client is authorized to provide such information.

b. The Company reserves the right to verify the validity of any or all of the information provided by the Client to the Company; and, the Client authorizes and consents to the Company’s verifying such information in the manner the Company deems appropriate.

c. For cases in which Client is applying for a credit limit and payment terms at the Company, Client hereby authorizes and consents to the Company’s obtaining credit reports of the Client and using the information obtained from the reports in determining whether to accept or deny the Application in terms of awarding Credit to the Client.

d. If a credit report of the Client obtained by the Company is found unsatisfactory by the Company, thus causing denial of credit to be extended by the Company to the Client, the Company will notify the Client via email of the results of the credit check with respect to the Client’s Application; however, the Company will not be obligated to provide the Client with a copy of any credit report obtained.

e. The Client authorizes and consents to the Company’s utilizing any or all of the provided information on the Application to better its business and/or improve its customer service practices.

f. The client authorizes and consents to the Company’s utilization of information provided by the Client in creating a Client Profile on the Website.

g. The client authorizes and consents to the Company’s sharing of information provided by the Client with third parties to the extent the Company deems necessary in order to conduct its business; however, any tax-id or social security number provided by the Client to the Company will be kept confidential and will not be shared by third parties, except for the purpose of evaluating the credit worthiness of the Client.

h. Any Credit Card information provided by the Client to the Company for the purpose of purchasing Products on the Website will only be provided by the Company to a designated third-party company providing the secure website environment for financial transactions to take place on the Website and used only for the purpose of the validating and approving purchases on the Website by the Client. The Company will not maintain any record related to the Credit Card information provided to the Company by the Client via Company’s Website portal, other than the last four digits of the Credit Card in question, which will be utilized by the client and all authorized users of the Website and only for the purposes of identifying Credit Cards.

6. User Name, Password, Profile Page and Account Security:

a. For Account-security purposes the Client will be required to utilize a unique User Name and a Password on the Website to access the User Account, which will initially be determined by the Client at the time of submission of the Application for the User Account. Upon approval of the User Account, the Client will later have the ability to alter the Password as desired. Forgotten passwords will be automatically emailed to the Client by the Website, upon verification of the Client’s authenticity by the Company. Such emails will be sent to the email address provided on the Website by the Client as the email address of the person in charge of business transactions in the Business of the Client.

b. The Company will record the Password into a hidden database that is not visible to or retrievable by any user of the Website, including the Client; therefore, the Client is solely responsible to know the Password to successfully be able to login to its Account on the Website.

c. For Account-security purposes, The Client is hereby recommended by the Company to not share the User Name or Password with any third party, unless the third party in question is authorized to not only purchase Products on the Website but also permitted by the Client to have access to the information provided to the Company by the Client on the Website.

d. Upon acceptance of the Application, information that is obtained by the Company from the Application will be populated on the Profile Page of the Client on the Website.

e. The Client can update its Profile Page at any time; however, some of the information on the Profile Page that is deemed by the Company to be vital to the integrity of the Account and/or verification of Account authenticity may be hidden from the Client and/or protected by the Website against any editing.

f. If the Client forgets the User Name, the Client must contact the Company to retrieve or change the User Name.

7. Catalogue, Ordering of Products, Selection of Shipment Method, Selection of Payment Method, Order Submission, Order Management and Confirmations:

a. The Catalogue only lists the Products that can be purchased on the Website, however it does not by any means represent availability of any of the Products listed, as the availability of Products always depends strictly on market conditions and is subject to change at any time.

b. The Client can have several Order Sessions is progress and an Order Session may contain one or more Suborders to be distributed to several Vendors of the Company.

c. At the time of submitting an Order, the Client will be required by the Website to pay for the Order by choosing a payment method, which will have to be one or a combination of two payment methods. The client will be able to pay for Orders on the Website by choosing to charge the amount of the submitted Order to a Credit Card determined by the Client and/or to its charge account with the Company, provided that the amount(s) to be charged to the Client’s Credit Card and/or charge account is/are allowed by the Credit Limit of the Client on the Client’s Credit Card and/or charge account with the Company.

d. The Client’s charge account or Credit Card account will not be charged when the Client submits an Order by an approved Payment on the Website. The funds, amount of which will be equal to the Order total, however, will be blocked on the Client’s Credit Card and/or charge account with the Company, until the Product(s) on the Order is/are shipped by the Vendor(s) of the Company.

e. On the day of shipping of a successfully-submitted Order on the Website, any dollar amount blocked on the Client’s Credit Card and/or charge account by the Company in association to that order will automatically be released and replaced by the Company with an exact dollar amount that will be equal to the shipped portion of the Order. Any Product ordered and not shipped will not be charged to the Client, unless an error occurs that will be remedied by the Company by issuance of a credit to the Client’s charge account and/or Credit Card, whichever one is required.

f. For an Order in which a combination of both payment methods have been used by the Client at the time of submission of that order the Credit Card selected by the Client for the payment approval on that Order will be charged first when releasing the blocked amount and replacing it with the actual amount of the transaction. The remaining amount, if any, will be charged to the Client’s charge account with the Company.

g. Once an Order is submitted on the Website by the Client, it is the Client’s sole responsibility to interact with the Vendors of the Company on the Website to obtain confirmations of the contents of that Order. The client is hereby recommended to frequently check all its open Orders on the Website and interact with the Vendors of the Company, as needed, to achieve better confirmations on those orders, as perishable Products are generally limited and successful confirmations of orders do require timely responses from both the Clients and the Vendors of the Company.

h. Any content of an Order that has been submitted on the Website and confirmed by a Vendor of the Company cannot be cancelled or edited by the client within 48 hours of the order-closing deadline of the Order, meaning the Client herein agrees to accept the shipment and delivery of such Products and any refusal by the Client to receive the same will not cancel the financial bind on the Client that is created by the shipment of that Product.

i. Once the Order-closing deadline of an Order is reached, the Order can no longer be edited by any party and the total dollar amount of the confirmed and shipped portion of that order will be equal to the dollar amount of the charge that will be invoiced to the Client at the time of shipping.

8. Price Agreement:

a. The Client will buy Products on the Website FOB designated drop-off points and pay to the Company the Landed Prices of the Products at the said drop-off locations; therefore, the price paid by the Client for any Product on the Website will include all related freight and logistical handling expenses up to the designated drop-off location (POS).

b. The Client understands, accepts and agrees that the Landed Price of each item on an Order is displayed on the Catalogue at the time of creating the order, based on the point of sale selected by the client for that Order.

c. The Client clearly understands, accepts and agrees that the Company displays the prices on its Website at the time of Order creation and before the Orders are submitted as “landed FOB selected drop-off point” prices and those prices are the prices that will be charged to the Client for each Product ordered by the Client on the Website and that the Company is not and will not be liable for any misreading or misunderstanding of the prices by the Client on the Website.

9. Order Satisfaction, Shipping, Delivery, Rejection of Product and Credit Requests, Client Obligations Related to Credits/Refunds, Financial Bind Limitations, Disclaimers, Recommendations, “Hold-harmless” Agreements:

a. The Client will buy the Product FOB drop-off location designated by the Client at the time of ordering the Product; therefore, it will be the Client’s responsibility to arrange the logistics regarding the transportation of the Product ordered from the drop-off location to the final destination, if the final destination is different from the drop-off location.

b. The Company will be responsible to make sure that the Product is safely delivered to the drop-off location. If problems occur during the shipment of an Order resulting in any portion of the Order being damaged or lost, the Client will receive full credit on that portion of the order, calculated based on the Landed Price of Products to the drop-off location. In such cases, a credit will be applied to the client’s account or Credit Card for the necessary amount.

c. The Company will attempt to timely notify the Client via e-mail regarding any problems with the Client’s orders and/or shipments.

d. The Client is hereby charged with the responsibility of monitoring its designated email account and staying informed on all activities on the Website that are related to the Client’s Orders and shipments by using the Shipment-tracking functionality that is provided to the Client on the Website.

e. No shipment of an Order, including any delayed shipments, if delivered to the Client’s registered shipping address, can be rejected by the Client; however, the Client will receive full credit on any Product that is not satisfactory or not delivered as requested.

f. The client will have exactly 7 days from the day an Order is shipped from the origin to mark the contents of that order as “Received” on the Website, physically check the quality and accuracy of Product arrived, and to report any issues related to that Order to the Company on the Website, should a problem occur. Any product on which no quality or shipment related issues have been reported within 7 days of the shipping of the Product from the origin will be considered “Received OK by the Client and in good condition” and no further reporting of any issues related to the Order in question will be allowed. There will be no exceptions to this rule. In cases where a credit or refund is demanded on an Order by the Client within 7 days of the Order having been shipped to the Client, the Company may require the Client to prove the problem(s) reported by the Client to the Company by requesting explanations and/or photographs of the problem(s) reported, and/or the problematic Product(s) to be returned to the Company at the Company’s expense; and, the Client hereby agrees to cooperate with such requests of the Company to obtain approvals of credits and/or refunds to the Client.

g. The Company reserves the right to request the problematic Products photographed by the Client at the Client’s location to be photographed in their original wrapping and/or boxes, as such pictures are most likely to ultimately be utilized by the Company to also obtain credits and/or refunds from the Vendors of the Company. Failure of the Client to cooperate with such requests of the Company may result in the denial of the credits and/refunds requested by the Client.

h. An Order is only financially binding on the Client first to the full amount of the portion of the Order that is successfully shipped by the Vendor(s) of the Company confirming that Order, second to the full amount that is equal to the portion of the Order that is successfully delivered by the Company to the drop-off location designated by the Client at the time of ordering the Product (POS), provided that the Product arrives accurately and in good shape and no issues have been reported by the Client related to that Order within 7 days of the Order having been shipped to the Client from the origin.

i. The client hereby understands and agrees that Products confirmed by Vendors on the Company’s website are not guaranteed for shipping or delivery of those Products, as Vendors sometimes have certain difficulties fulfilling confirmed orders and shipment of perishable Products are always likely to be subject to whether conditions, logistical problems, and holds by agriculture and/or customs departments of importing countries at the points of entry to those countries. The client hereby acknowledges and agrees that perishable Products may be delayed, lost and receive fumigation and/or destruction on orders of agricultural ministries of importing countries and therefore will not hold the Company liable for any financial loss incurred by the Client as a result of such occurrences that are outside of the control of the Company.

10. Collections and Terms & Conditions of Sale:

a. The Client hereby agrees that a service fee of 1.5% per month (18% per annum, or maximum allowed by law) will be charged to all past due amounts on a monthly basis.

b. In the event it becomes necessary for the Company to collect from the Client based on the Client’s account becoming past-due, the Client hereby agrees to pay all costs of such collection incurred by the Company, including but not limited to collection fees, legal or court fees, reasonable attorney's fees, etc.

c. All legal transactions or disputes shall be governed by Texas law and avenue shall be exclusively in Dallas County, Texas.

d. Submission of any Order on the Website constitutes an agreement to all of the above terms and conditions of sale.

11. Extensive Credit/Refund Requests by the Client:

a. The Company will keep records of all purchases made and credits requested and accepted on the Client’s account on the Website and calculate and display for the Client the percentage of credits placed against purchases by the Client. If the satisfaction percentage of the Client is lower than the average satisfaction percentage among all Clients of the Company, and if the reasoning of the credits in question is not satisfactory to the Company, the Client’s account may be blocked by the Company due to extensive amount of Credit requests by the Client.

b. If the Client’s account becomes blocked by the Company, the Client will not be able to Order any Product on the Website; however, any Orders or shipments of the Client that are in progress when the blockage of the account takes place will not be stopped by the Company.

c. The Client authorizes the Company, and the Company reserves the right to block the Client’s account for any reason the Company deems appropriate.

12. Disclaimers:

a. The Client understands, accepts and agrees that:

i. The Company’s liability or responsibility to the Client over an Order is never to exceed the total of the invoice of that Order under any circumstance, should an unexpected problem occur regarding the Order in question, which may cause problems for the Client, such as but not limited to loss of time or funds, disorientation of business, loss of customers, loss of business, etc.

ii. The 100% guarantee policy of the Company does not mean that the Company guarantees 100% satisfaction of the Client over any Order. This guarantee merely means that the Company will always stand behind its business practices and the Products delivered to Clients, but only to the extent of compensating the Client up to the full amount of the invoice of an Order.

iii. The Company reserves the right to analyze problems regarding Orders on a case-by-case basis and decide for whatever reason it deems valid to not compensate the Client upon a request of credit by the Client for the full amount of an invoice of an Order.

iv. The Company has limited control over the satisfaction of Orders by Vendors.

v. The Company has limited control over the quality of Product that is sent to the Client by Vendors.

vi. The Company has limited control over the accuracy of the packing of Product by Vendors.

vii. The Company handles its logistics via third parties such as cargo agencies, brokers, freight forwarders, courier services, airlines and other shipping mediums and has limited control over estimated times of arrival of shipments and boxes safely arriving at destinations without getting damaged or lost during shipments.

viii. The Company has no control over the schedules, activities or decisions of, or orders by the Customs and Agriculture departments of importing countries; and, such governmental bodies have the full authority to indefinitely put Products on hold, order Fumigations and/or Destructions of Products, cause Products to be delayed and/or damaged, or entirely ban or stop shipments of Products.

ix. The Lead Times and Estimated Times of Arrival provided to the Client by the Company on the Website are based on known averages at the time Orders are placed and thus only represent reasonably-expected time frames it should normally take for Products to arrive at the Client’s designated drop-off locations for Orders placed on the Website at those times; therefore, the Estimated Times of Arrivals of Products ordered on the Website do not constitute any promise or guarantee on the Company’s part.

x. In case of a possible malfunctioning of the Website, the Company will attempt to manually conduct its business; however, depending on the volume of business at the time, such conduct of the Company may not be as prompt or efficient as usual. For example, a regularly-expected e-mail notification or a phone call from the Company may not reach the Client or reach the Client later than expected.

xi. Although the Company takes reasonable precautions to avoid hackers from hacking into its database, it is neither possible nor reasonable to expect the Company to technologically eliminate 100% of such unwanted threats; therefore, the Client will be storing its personal and/or sensitive information related to its business at its own risk, fully acknowledging the very possibility that any information stored on the Company’s database can potentially be hacked.

xii. The Client for any of the reasons stated above, or for any other unseen disagreement or dispute which may occur between the Client and the Company as a result of the Client’s own choice to do business with the Company will under no circumstance sue the Company for any amount of money that is larger than the total of the invoice of an order, required by this Agreement the invoice to be fully and directly related to the dispute in question.