TERMS AND CONDITIONS OF SALE

The Terms and Conditions of Sale contained herein (the “Agreement”) shall be applicable to all sales between PerfumeWorldWide, Inc. (“Seller”) and the party set forth next to  Business Name” on the first page of the attached Application for New Customer (“Customer”) and shall control all purchases of Products (as hereinafter defined) by Customer from Seller. All orders placed by Customer to Seller (each an “Order” and collectively, the “Orders”) shall be deemed to incorporate the terms hereof. The  customer hereby acknowledges and agrees that this Agreement may be amended by Seller from time to time, and this Agreement shall be deemed to include any such amendments as set forth in Seller’s invoice to Customer (in the event of any conflict between this Agreement and an invoice, the terms set forth in the invoice shall control). Any document entitled “Terms and Conditions” that may be attached to any Order issued by Customer to Seller, or any other terms and conditions set forth in or attached to any Order which are in conflict with this Agreement shall not apply.

1. Products and Orders. For purposes of this Agreement, “Products” shall mean any product of Seller listed in an Order. Buyer shall purchase Products by placing Order(s), indicating specific Products, quantity, price, bill-to and ship-to addresses, e-mail address, fax and phone numbers and any other special instructions. Any contingencies contained on such Order are not binding upon Seller. Seller will accept or reject Orders according to its then-current procedures.

2. Payment and Risk of Loss. Unless indicated on Seller’s invoice or otherwise agreed to in writing by Seller, the payment terms shall be Prepaid before shipment and payment shall be made in U.S. dollars. Unless otherwise agreed to in writing by Seller, title to and risk of loss for the Product(s) shall pass from Seller to Customer, “FOB Seller’s warehouse”, 2020 Ocean Avenue, Rokonkoma, New York. Notwithstanding anything else stated herein, if shipment of any Product is delayed at Customer’s request, Seller may invoice Customer for such Product and risk of loss of such Product will pass to Customer on the date that Seller is prepared to make shipment to Customer. Unless otherwise agreed to in writing by  seller, Customer shall be responsible for insuring the Products at and after the time it assumes the risk of loss. If at any time Customer is delinquent in the payment of any  invoice or is otherwise in breach of any obligation to Seller, Seller may, at its discretion, and without prejudice to its other rights, withhold shipment (including partial shipments) of any Order or may, at its option, require Customer to prepay for further shipments. Late  charges of Five and one-half percent (5.5%) per month, or the maximum amount  termitted by law, whichever is less, on any sums not paid by Customer when due shall be due and payable at the option of Seller. In addition, any past due invoice may be submitted for collection, and Customer shall pay all of Seller’s costs and expenses associated with such collection, including but not limited to, all attorney’s fees and court costs.

3. Shipping and Delivery. Shipping dates will be established by Seller upon its receipt and acceptance of an Order from Customer. Seller may select and engage on Customer’s behalf third parties, including U.S. domestic and international forwarder(s) and carrier(s), for the handling transportation, clearance and delivery of the Products. Seller shall use reasonable care in making such selection but shall have no liability for page the means, route, and procedure to be followed by such third parties. In the event Seller pays or is required to pay or prepay any fees or charges related to these services, Customer shall promptly reimburse Seller therefor. All shipments provided for hereunder may be made in a single delivery or in lots, at the discretion of Seller.

4. Cancellation. Orde rs accepted by Seller can only be canceled by Customer with the mutual agreement of Customer and Seller.

5. Inspection and Acceptance. Customer shall have three (3) days from the date Customer receives any Products to inspect such Products and make written claims for defects, nonconformance, damage, shortage or errors in shipping. After such three (3) day period, Customer shall be deemed to have irrevocably accepted the Products, if not previously accepted. After such acceptance, Customer shall have no right to reject the Products for any reason or to revoke acceptance. Customer hereby agrees that such three (3) day period is a reasonable amount of time for such inspection and revocation.

6. WARRANTY. AS A DISTRIBUTOR, SELLER STOCKS AND SELLS PRODUCTS OFFERED BY SEVERAL MANUFACTURERS. PRODUCTS ARE SOLD ONLY WITH SUCH WARRANTIES AS MAY BE EXTENDED BY THE MANUFACTURER OF THE PRODUCT. SELLER MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY. SELLER’S AGGREGATE LIABILITY ARISING OUT OF ORIN ANY WAY RELATED TO THE PRODUCTS SHALL NOT, UNDER ANY CIRCUMSTANCES,EXCEED THE PAYMENT, IF ANY, RECEIVED BY SELLER FOR THE PRODUCTS FURNISHEDOR TO BE FURNISHED, AS THE CASE MAY BE, WHICH IS THE SUBJECT OF THE CLAIM ORDISPUTE. IN ADDITION, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,THE CUSTOMER HEREBY ACKNOWLEDGES THAT THE SELLER IS A DISTRIBUTOR (ANDNOT THE MANUFACTURER) OF THE PRODUCTS, AND AS A RESULT THEREOF, THE CUSTOMER HEREBY AGREES THAT SELLER SHALL HAVE NO RESPONSIBILITY ORLIABILITY WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF ANY (i) USE ORDISPOSAL OF THE PRODUCTS BY OR FOR THE ACCOUNT OF CUSTOMER OR ITS CUSTOMERS, (ii) DEFECTS IN THE PRODUCTS WHETHER ALLEGED AND/OR ACTUAL,INCLUDING, BUT NOT LIMITED TO, IMPROPER CONSTRUCTIN AND DESIGN, IN EACH CASE,WHETHER ALLEGED AND/OR ACTUAL, OR (iii) FAILURE OF THE PRODUCTS TO COMPLYWITH SPECIFICATIONS.

8. Returns Procedure. No returns will be accepted without prior authorization by Seller, and all returns are subject to approval by Seller, in its sole discretion. The invoice number and a description of the Product, together with a full description of the reason for return, must be given to the representative of Seller. Seller is not responsible for Products returned without authorization. Returns must be sent through a traceable carrier.

9. Governing Law and Choice of Forum The validity, interpretation, and
performance of this Agreement shall be controlled by and construed under the laws of
the State of New York as if performed wholly within this state and without giving effect to
the principles of conflict of law. Any dispute between the parties shall be resolved
exclusively by a federal or state court in New York; the parties waive any right to bring
suit in any other forum.

10. Miscellaneous. No waiver of rights under this Agreement by either party shall
constitute a subsequent waiver of this or any other right under this Agreement. Neither
this Agreement nor any rights under this Agreement, other than monies due or to become
due, shall be assigned or otherwise transferred by Customer (by operation of law or
otherwise) without the prior written consent of Seller. This Agreement shall bind and inure
to the benefit of the successors and permitted assigns of the parties. In the event that
any of the terms of this Agreement become or are declared to be illegal by any court of
competent jurisdiction or arbitrator(s), such terms shall be null and void and shall be
deemed deleted from this Agreement. All remaining terms of this Agreement shall remain
in full force and effect. Except as otherwise provided herein, this Agreement may only
be modified by a written document executed by authorized representatives of Seller and
Customer.