The following Terms shall apply to any purchase of goods and services (Deliverables) and the Purchase Order (defined below) related thereto placed by Purchaser with Whitely Health & Fitness LLC (Supplier). Purchaser’s acceptance of these Terms is an express condition of such sale. Purchaser shall be deemed to have full knowledge of the Terms and such Terms shall be binding upon Supplier’s acceptance of Purchaser’s Purchase Order.

1. GOVERNING TERMS/CONFLICT/MODIFICATION

These Terms shall constitute the contract between Purchaser and Supplier (Contract). In the event of any conflict or inconsistency between the Terms herein and the terms and conditions contained in any Purchase Order or in any other form issued by Purchaser, the Terms herein shall prevail. No waiver, alteration or modification of the Terms shall be binding upon Supplier. Supplier reserves the right to further modify these Terms from time to time (Modified Terms) either upon written notification to Purchaser by U.S. Mail, electronic mail or by posting any changes on the Supplier’s website (www.https://whitelyhealth.com/.com). THE MODIFIED TERMS SHALL BE EFFECTIVE FOR ALL PURCHASE ORDERS PLACED BY PURCHASER WITH SUPPLIER ON OR AFTER THE EFFECTIVE DATE SET FORTH THEREIN. PURCHASER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND ANY MODIFIED TERMS UPON THE EARLIER TO OCCUR OF (I) PURCHASER SIGNING OR OTHERWISE AUTHENTICATING THESE TERMS, OR (II) PURCHASER PLACING A PURCHASE ORDER WITH SUPPLIER BY ANY METHOD. PLEASE NOTE THAT BY PLACING ANY PURCHASE ORDERS, PURCHASER AGREES THAT PURCHASER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND ANY MODIFIED TERMS AS MODIFIED BY SUPPLIER.

2. PURCHASE ORDERS

Purchaser may order Deliverables by submitting to Supplier a written purchase order identifying the Deliverables, quantity, purchase price, address for delivery, requested date of shipment and any special shipping instructions (Purchase Order). All Purchase Orders are subject to acceptance by Supplier in its sole discretion. Any terms or conditions of any Purchase Order, which are inconsistent with, or are in addition to these Terms, shall be null and void. Supplier shall use reasonable efforts to timely fill orders accepted by Supplier subject to availability, demand, inventory and other factors.

3. PAYMENT

Prices herein specified shall, unless otherwise expressly stated, be fixed in U.S. dollars. Purchaser shall pay for Deliverables upon receipt of an invoice issued by Supplier. Purchaser can apply for credit terms with Supplier by completing Supplier’s Credit Application. Purchaser authorizes Supplier to conduct any credit investigation of Purchaser deemed necessary, including but not limited to personal credit information. Purchaser hereby explicitly authorizes trade and bank references to release credit information to Supplier. Supplier may issue, extend and terminate any credit terms within its sole discretion. Purchaser shall be responsible for any duty tax, fee or charge of any nature imposed by any governmental authority upon the sale of Deliverables to Purchaser. In the event Supplier is required to pay such tax, fee or charge, Purchaser shall reimburse Supplier within ten (10) days. Any invoice not paid timely is subject to a FINANCE CHARGE which is computed at a “PERIODIC RATE” of one and a half percent (1 ½ %) per month, or an annual rate of 18%, or at the highest lawful rate available, whichever is greater. If the account is not paid in full as agreed or if Supplier is required to enforce any provision of this Contract, Purchaser agrees to pay all legal fees, costs and expenses of Supplier, whether or not suit is filed, including without limitation, collection, appellate, arbitration, mediation, and bankruptcy costs and attorney’s fees, and any costs or fees incurred in the collection of any judgment, including garnishment, together with pre-judgment and post-judgment interest at the rate of 18% or at the highest lawful rate available, whichever is greater.

4. SHIPMENT/CHARGES/RISK OF LOSS/TITLE

Unless otherwise agreed in writing, all Deliverables shall be delivered EXW Incoterms from Supplier’s facility. Purchaser must obtain at its own risk and expense any export license or other official authorization and carry out, where applicable, all custom formalities necessary for the export of Deliverables. Risk of loss or damage and title to Deliverables shall pass from Supplier to Purchaser upon loading of Deliverables to Purchaser’s carrier. Delivery of Deliverables to Purchaser’s carrier shall constitute delivery to Purchaser; thereafter, all risk of loss or damage shall be Purchaser’s responsibility, with claims submitted to Purchaser’s carrier.

5. INSPECTION

Claims for shortages, errors in delivery or defects apparent on visual inspection must be made in writing to Supplier within ten (10) days after receipt of the shipment. Purchaser’s failure to give timely notice of same shall constitute unqualified acceptance of such shipment.

6. COMPLIANCE WITH LAWS

Purchaser shall comply with all laws and regulations, including without limitation, international, federal, municipal and local laws and codes, quality system standards and quality assurance requirements, privacy requirements, environmental standards and any additional technical codes, standards or norms. Purchaser shall not engage, actively or passively, nor directly or indirectly in any form of bribery, in any violation of basic human rights of employees or any child labor.

7. WARRANTIES

A written warranty statement is supplied with each Deliverable (“Warranty Statement”). A copy of the Warranty Statement is also available from Supplier upon request. If the condition of the Deliverable is such as it might or would (subject to these Terms) entitle Purchaser make a Warranty claim, Purchaser shall follow the procedure as set for in the Warranty Statement. To the extent a valid warranty obligation exists, as determined by Supplier, Supplier shall then be entitled to take corrective actions within a reasonable time in the manner it deems appropriate, including, but not limited to repair or replacement of the Deliverable or refund the price paid for the Deliverable. If Supplier takes corrective action, then Supplier shall not be liable for any loss or damage of any nature whatsoever arising from and after the initial delivery of the Deliverable or the performance of its warranty obligations.

8. INDEMNITY

Purchaser agrees to indemnify, defend and hold harmless Supplier, its affiliates and their respective directors, officers, employees, agents, consultants and subcontractors from and against any and all expenses, costs, claims, losses, actions, lawyer’s fees, damages, duties, taxes, penalties or liabilities (including without limitation special and consequential damages), and any amounts incurred by or which may become payable by Supplier arising directly or indirectly from (i) any negligent actions of Purchaser including but not limited to the maintenance, repair or alteration of the any Deliverable, the improper assembly or incorporation of the Deliverable into any other devices, actual or alleged breach of violation of any contract, law, rule, regulation, or by-law; libel, slander or other form of defamation; (ii) breach of any provision for these Terms; or (iii) any acts, errors or omissions of Purchaser or any of its agents, servants, employees, contractors, partners, shareholders, affiliates or representatives. This indemnity shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms.

9. LIMITATIONS OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN SUPPLIER’S WRITTEN WARRANTY STATEMENT FOR THE DELIVERABLES AND THIS AGREEMENT, THE DELIVERABLES ARE SOLD “AS IS”, AND SUPPLIER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND THE PARTIES EXPRESSLY EXCLUDE ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND PRODUCT QUALITY. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY INDEMNIFICATION OR OTHERWISE, SHALL SUPPLIER BE LIABLE TO PURCHASER OR ANY CUSTOMER OF PURCHASER FOR ANY, DIRECT (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT) INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR DAMAGES OF ANY KIND ARISING OUT OF THE SALE, FUNCTIONING, OR THE USE OF ANY OF THE PRODUCT PROVIDED HEREUNDER, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUPPLIER SHALL HAVE NO LIABILITY TO PURCHASER (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT) OR TO ANY CUSTOMER OF PURCHASER HEREUNDER, AND PURCHASER AGREES TO HOLD HARMLESS AND INDEMNIFY SUPPLIER FOR ANY SUCH CLAIMS. In addition to the foregoing, Supplier shall not be liable for (a) any claims arising by reason of death or personal injury except so far as the death or injury is attributable to a failure by Supplier to exercise reasonable care; (b) any lost profits; or (c) any lost revenue or goodwill. Supplier’s warranty obligations shall not apply to the negligence of Purchaser, or end-users of the Deliverables, including without limitation: (i) any use, modification, maintenance, repair or combination with other devices not in accordance with written instructions; (ii) exposure of the Deliverable to accident or natural causes (such as fire, flood, wind, water, power failure); or (iii) operation of the Deliverable beyond its normal useful life.

10. INTELLECTUAL PROPERTY

“Intellectual Property” means any and all patents, copyrights, trademarks, trade names, trade secrets, and other propriety rights of Supplier or its affiliates, and all applications and registrations therefor. Purchaser acknowledges that Supplier is the exclusive owner or licensee of all rights, title and interest in and to the Intellectual Property embodied in, related to, or associated with Supplier Deliverables. Purchaser will immediately notify Supplier of any and all suspected infringements of any Intellectual Property which may come to the attention of Purchaser.

11. CONFIDENTIAL INFORMATION

Unless otherwise expressly stated in writing, all information including general business information, financial data, technical data, reports, photographs, electronic files, specifications, software, drawings, tools, dies, patterns, plans methods or other intellectual property (Information), supplied, conceived or prepared by Supplier or by Purchaser or both in connection with this Contract, shall be the property of Supplier, shall be considered confidential, shall not, at any time, be disclosed to a third party by Purchaser without written consent of Supplier. Upon termination of this Contract, Supplier may request Purchaser to deliver all the Information to Supplier and such Information shall not be utilized, directly or indirectly, by Purchaser for the use or benefit of Purchaser or any other person.

12. PRODUCTS AND PRICING

Supplier reserves the right to change, without prior notice, the design, construction, and type of materials used in the manufacture of any of its Deliverables. Supplier further reserves the right to discontinue, without prior notice, any of its Deliverables or replacement parts therefore. Supplier may change the prices of its Deliverables at any time and without prior notice unless otherwise agreed in writing by Supplier to expressly provide prior notice to Purchaser.

13. FORCE MAJEURE

Supplier will not be liable for loss or damage of any kind resulting from any delay in delivery or failure to supply ordered Products or otherwise carry out its obligations under this agreement due to causes beyond its control, and no such event will relieve Purchaser of its obligations to make payments for other deliveries under this agreement.

14. GOVERNING LAW

This Contract shall be governed by, construed and interpreted in accordance with the laws of the State of Florida without regard to conflict of laws. Such laws shall exclude conflict of law provisions and, with respect to a U.S. state, the U.N. Convention on Contracts for the International Sale of Goods. All actions or proceedings under or relating to this agreement will be resolved in a state, federal or comparable court located in Florida; provided, however, that in Supplier’s discretion such an action may be heard in some other place designated by it if necessary to acquire jurisdiction over third persons so that the dispute can be resolved in one action. Purchaser hereby agrees to appear in any such action, consents to the jurisdiction of such courts and waives any objections it might have as to venue in any such court. Both parties hereby expressly and knowingly waive their rights to a trial by jury.

15. RELATIONSHIP OF THE PARTIES

The parties shall at all times act and retain the relationship of unaffiliated independent contractors through the term of this Contract. Neither party shall seek to commit or bind, nor have any authority to commit or bind, the other party to any contractual undertaking or represent to any third party that it acts as agent or representative for the other party with authority to bind or commit the other party to any such contractual or other undertaking.

16. NOTICES

All notices given hereunder shall be in writing and may be sent by registered mail, or, and addressed to the receiving party at the address set out in any applicable Purchase Order. Notices shall be deemed to be given when received by the other party.

17. CANCELLATION AND CHANGES

Any Purchase Order by Purchaser may be cancelled or changed only with the written, signed consent of Supplier. No Product (whether or not it is defective or nonconforming) may be returned to Supplier without Supplier’s prior written consent. If a Product is returned without such consent, it shall thereupon become the property of Supplier without obligation for refund. A Returned Merchandise Authorization number from Supplier must accompany all returns. Contact Customer Service at 866-918-8434. Deliverables authorized to be returned for any reason other than for breach of warranty (a) are subject to a 20% restocking fee, (b) must be in full case quantity, unexpired, in original unopened packaging and saleable condition as Supplier determines in its discretion, (c) must not be discontinued products and (d) shall be returned at Purchases cost.

18. MISCELLANEOUS

No assignment of this Contract or of monies due or to become due hereunder shall be made by Purchaser without prior written and signed consent of Supplier. Supplier in its sole discretion may assign its rights hereunder to its affiliates or to third party. Paragraphs 4, 6, 7, 8, 9, 10, and 11 shall survive termination and expiration of this Contract. Failure or delay by either party in enforcing any right or provision hereof shall not be deemed a waiver of such provision or right. A determination that any provision herein may be unenforceable or invalid shall not affect the enforceability or validity of the remaining provisions hereof. By Accepting the terms of this Sales Quote or Invoices, you are agreeing to these Terms and Conditions.