Terms and Conditions

TERMS AND CONDITIONS OF SALE

1. Agreement and Acceptance.  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the following terms and conditions shall apply to each and everytransaction of the sale of a good or goods (hereinafter the “Good” or “Goods”) by and between Grand Island Liquidation, LLC (hereinafter referred to as the “Company”) and the party purchasing the Goods (hereinafter the “Customer”).  Each of the entities may be referred to herein individually as a “Party” and collectively as “the Parties”.  These terms and conditions shall remain in full force and effect unless terminated by the Parties by written mutual agreement.

2. Intention of the Parties.  Customer desires to purchase from Company, and Company desires to sell to Customer, certain Goods subject to the terms and conditions contained herein.

3. Reseller Status of Company.  Customer acknowledges and agrees that Company is a reseller and distributor of certain Goods, and as such, Company makes no representations or warranties about any of the Goods it sells.

4. Goods Sold “As Is”.  Customer acknowledges and agrees that all Goods are expressly purchased and sold in “as is”, “where is”, and “with all faults” condition, and Company is under no obligation to advise Customer of any known or unknown defects which may affect the Goods.  Company is under no obligation to inspect the Goods prior to sale to Customer.  Customer is solely responsible for any defects or damage discovered after purchase.

5. No Returns.  Except in limited circumstances, at the sole discretion of the Company, no returns will beaccepted.

6. Payment.  Payment in full is required at the time of purchase.  Any rejected forms of payment, including but not limited to, credit cards, or checks, will incur an additional charge of a payment processing fee of fifteen percent (15%).  This fee shall be invoiced to Customer, and Customer promptly agrees to pay same within fifteen (15) days of receipt.

7. Limitation of Warranties and Liability.  COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS.  THE LIABILITY OF COMPANY SHALL BE LIMITED TO THE VALUE OF THE GOOD PURCHASED AS DESCRIBED IN THE PURCHASE PRICE, FOR ANY CLAIM RELATED IN ANY WAY TO THIS AGREEMENT.  IN NO EVENT SHALL COMPANY BE LIABLE TO CUTOMER FOR DAMAGES CAUSED IN WHOLE OR IN PART BY CUSTOMER’SNEGLIGENCE.

8. Indemnification. Customer shall defend, indemnify and hold Company its officers, employees and agents harmless from and against any and all liability, loss, expense, including attorneys’ fees, or claims for injury or damages of any kind or nature, including but not limited to: (i) any personal or bodily injury or death, or property damage, arising out of in on any way related to any alleged defect in any Goods; (ii) any claim that any Good infringes on any patent, copyright, trademark, trade secret or other intellectual property right of a third party; (iii) any third party claims arising out of or in connection to this Agreement; and (iv) failure arising out of Company’s performance of this Agreement.

9. Notices. Any notices given under this Agreement shall be given in writing and will be deemed to have been sufficiently given when delivered by e-mail transmission, hand, sent by overnight courier service, or by certified or registered mail, postage and other charges prepaid, to the Parties at the addresses first above written or as subsequently changed by notice duly given. The date of mailing or other transmission of any written notice will be deemed the date on which such notice is given unless otherwise specified in the notice.

10. Assignment. Customer may not assign or otherwise transfer this Agreement or any interest or right hereunder or delegate the performance of any of its obligations hereunder to any third party without the prior written consent of Company which consent may be withheld in Company's sole discretion. Any such attempted assignment, transfer or delegation without the prior written consent of Company will be deemed null and void and result in the immediate termination of this Agreement without necessity of any notice.

11. Choice of law. This Agreement shall be deemed to have been made and executed in the State of New York,United States.  Any dispute shall be resolved in accordance with the laws of New York, without reference to its conflict of law principles. Customer agrees to submit any dispute relating to this Agreement to the jurisdiction of the courts of Erie County, New York. Customer will not raise in connection therewith any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action or suit.

12.  General Provisions.  The provisions of this Agreement are independent of and separable from each other, and no provisions shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.  Any modifications or amendments to this Agreement must be made in writing and signed by authorized signatories.  ThisAgreement may be executed in counterparts, and each of such counterparts shall be for all purposes deemed an original; provided that all such counterparts shall together constitute but one and the same Agreement.  This Agreement contains the entire understanding between the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.