[ForSale Choices - Wholesale to the Public]

WHOLESALE PURCHASE AGREEMENT

Standard Terms and Conditions of Sales to Wholesaler

1. This Wholesale Purchase Agreement ("Agreement") contains the complete terms and conditions between us, ForSaleChoices.com© and or ForSaleChoices.com© hereinafter referred to as "ForSaleChoices.com©" 13300 Brooks Dr., #D. Baldwin Park. CA 91706 and you, regarding your application to participate as an wholesale purchaser of ForSaleChoices.com© "Wholesale Purchaser"). Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between you and ForSaleChoices.com© or forsalechoices.com©

2. Payment Terms: All prices are in U.S. dollars. ForSaleChoices.com© standard payment terms are Check, Cashiers Check, Money Order, American Express, MasterCard, or Visa. All Check orders will not be processed until all funds have cleared our bank account.

3. Delivery: All sales are made F.O.B. point of shipment. All shipments will normally be made by common carrier or United Parcel Systems (UPS). Unless specific instructions from Buyer specify shipping instructions, ForSaleChoices.com© will ship by the method it deems most advantageous. Delivery dates are approximate and subject to delay due to events beyond the reasonable control of ForSaleChoices.com©.

4. Taxes: All prices are exclusive of any present or future sales, revenue, or excise tax, import duty (including brokerage fees), or any other applicable tax. All applicable taxes are the responsibility of the Buyer. A valid reseller certificate must be submitted prior to shipment.

5. Cancellations: Orders may be canceled no later than one business day prior to shipment.

6. Back-Orders: If your order cannot be shipped within 30 days, we will notify you of the expected ship date via e-mail

7. Returns and Non-Defective Merchandise: No returns for credit/refund will be accepted. Upon approval by ForSaleChoices.com© merchandise may be returned only with an Return Merchandise Authorization (RMA) for a merchandise credit only. In the event that ForSaleChoices.com© authorizes return of merchandise, the merchandise must be returned in re-salable condition; including, but not limited to: original packaging and packing materials, all cords, cables, cartons and documentation, registration and warranty materials, and "like new" condition of the merchandise and packaging materials. ForSaleChoices.com© has the sole discretion to specify these and other conditions for the return of merchandise. Prior to returning any merchandise, a Return Merchandise Authorization (RMA) must be obtained from ForSaleChoices.com©.

RMA'S ARE VALID FOR A PERIOD OF 5 WORKING DAYS.

Do not write the RMA number on any retail boxes. This makes it non-Re-salable and you will be charged for replacing the box. Display the RMA number on the shipping label. Merchandise returned without an RMA on the shipping label will be refused. Merchandise is to be returned freight prepaid.

8. Defective Merchandise: ForSaleChoices.com© offers a 30-day exchange period for defective merchandise. Contact ForSaleChoices.com© immediately upon discovering merchandise defect to obtain an Exchange Merchandise Authorization (EMA). Please have the following information available:

Company Name
Invoice or order number
Date of shipment
Model number of the product
Specific product serial number
Overview of the problem

9. Personal Care Products: No returns are accepted for all personal care product.

10. Special Orders: All sales are final on special order items.

11. NSF Checks and Delinquent Accounts: A $25 return check fee will be charged for any checks returned NSF. Future shipments will only be sent Cashier's Check or Credit Card. All collection costs, including attorney's fees and court costs, will be charged to the Buyer in the event that it is necessary to take legal action to collect. No further orders will be shipped until restitution has been made.

12. Refused Delivery: Customers will be responsible for all charges associated with shipping and handling. Once the merchandise is returned to our warehouse, a credit memo will be issued to our accounting department to issue a credit for the original purchase price less the shipping and handling charge.

13. Pricing & Availability: All pricing and product availability are subject to change with out notice . We will honor any valid order and including wrong product pricing as long as you have a valid order number and your order is paid for in full . Product may be substituted for the same like kind and quality at any time.

14. Manufactures Suggested Retail Pricing (MSRP) & Distribution: Due to the agreements made by ForSaleChoices.com© and or ForSaleChoices.com© the wholesaler expressly acknowledges that it may not solicit sales from any Mass Market Retailers, Buying Clubs, ebay.com, Amazon.com and/or Electronic Retailers without prior written consent from ForSaleChoices.com© and or ForSaleChoices.com©. Further, it is understood that wholesaler may not offerer products on any auction site and is being advertised for sale below the Manufactures Suggested Retail Pricing (MSRP). If we discover that product is being sold in a way that violates this agreement, we will be forced to discontinue shipping and/or may terminate your account.

15. No Use of ForSaleChoices.com© and or ForSaleChoices.com© Logos and Trademarks You are not permitted to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), for any purpose of selling products on you Web site. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes of selling our products without receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays ForSaleChoices.com© and or ForSaleChoices.com© or anyone else negatively. We reserve all of our rights in the Licensed Materials and all other intellectual property rights. We may revoke your license at any time by written notice to you. You acknowledge that, except for the license expressly granted in this Agreement, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or through the exercise of any rights in the Links or the Licensed Material granted to you under this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

16. Obligations Regarding Your Web site: You will be solely responsible for the technical operation of your Web site and all related equipment; creating and posting product descriptions on your Web site and linking those descriptions to our catalog; the accuracy and appropriateness of materials posted on your Web site; for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, spam, privacy or other personal or proprietary rights); and for ensuring that materials posted on your Web site are not libelous or otherwise illegal.

17. You agree that neither your Web site will not, in any way, copy or resemble the look and feel of our Web site nor will you create the impression that your Web site is our Web site or is a part of our Web site. You also agree that your Web site will not contain any content of our Web site or any materials which are proprietary to ForSaleChoices.com© and or ForSaleChoices.com© , except (i) with our prior permission, or (ii) materials obtained by you via the ForSaleChoices.com© and or ForSaleChoices.com© Affiliate Web site in accordance with the provisions hereof or the policies or instructions thereon. You further agree that your domain name does not and will not contain the words "For Sale Choices", ForSaleChoices.com and/or "ForSaleChoices.com" or any variation thereof. We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Web site.

18. Marketing: You agree at all times, the uses of any and all banners, links and logo's will not be broadcast as unsolicited e-mail (SPAM) via the internet to any third party without the expressed written consent of ForSaleChoices.com©. Wholesale Purchaser's may broadcast via e-mail to its own mailing list from which the Wholesale Purchaser accumulates by its own means of opt-in or opt-out as long as it causes no harm, complaints or confusion to ForSaleChoices.com© and or ForSaleChoices.com©.

19. In the event of a Spam complaint the Wholesale Purchaser will immediately upon email notification from ForSaleChoices.com©, cease any and all broadcasting containing contents which includes any and all banners, links and logo's related to ForSaleChoices.com© and or ForSaleChoices.com©. The Wholesale Purchaser will remove all banners, links and logo's related to ForSaleChoices.com© and or ForSaleChoices.com©. The Wholesale Purchaser will as a result will be terminated and will forfeit all commission and be liable for any and all damages arising for this action.

20. Term: The term of this Agreement will begin upon our acceptance of your Wholesale Purchaser Agreement and will end when terminated by either Party. At any time, either Party may terminate this Agreement, with our without cause, by giving the other Party written notice of termination.

21. Upon the termination: This agreement for any reason, you will immediately cease use of, and remove from your Web site, all Links and Licensed Material and any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program.

22. Modification: We may modify any of the terms and conditions contained in this Agreement, at any time or in our sole discretion. Posting on our Web site of a change notice or a new agreement is considered sufficient notice. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Wholesale Purchaser Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement, your continued participation in the Wholesale Purchaser Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change. <> 23. Limitation of Liability: We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Wholesale Purchaser Program, even if we have been advised of the possibility of such damages..

24. Relationship of Parties: You and ForSaleChoices.com© are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will (a) have no authority to make or accept any offers or representations on our behalf and (b) not make any statement, whether on your Web site or otherwise, that reasonably would contradict anything in this Section.

25. Disclaimers: We make no express or implied warranties or representations with respect to the Wholesale Purchaser Program or any products or other items sold through the Wholesale Purchaser Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

26. Representations and Warranties: You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate any provision of law, rule or regulation to which you are subject to, any order, judgment or decree applicable to your or binding upon your assets or properties, any provision of your by-laws or certificate of incorporation or any agreement or other instrument applicable to you or binding upon your assets or properties; and (iii) you are an adult of at least 18 years of age.

27. Confidentiality: We may disclose to you certain information as a result of your participation as part of the Wholesale Purchaser Program, which information we consider to be confidential (herein referred to as "Confidential Information") which shall include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for your Web site and not generally available to other members of the Wholesale Purchaser Program, Web site, business and financial information relating to ForSaleChoices.com© customer and vendor lists relating to ForSaleChoices.com© and pricing and sales information for ForSaleChoices.com© and any members of the Wholesale Purchaser Program, other than you. Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.

28. Indemnification: You hereby agree to indemnify, defend and hold harmless ForSaleChoices.com© , its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Wholesale Purchaser Materials infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) any claim related to your Web site.

29. Entire Agreement: The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.

30. Independent Investigation: You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You understand that we may at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or competitive with your Web site. You have independently evaluated the desirability of participating in the Wholesale Purchaser Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

31. Miscellaneous:. This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any legal proceeding of any nature brought by either Party against the other Party to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement shall be submitted for trial, without a jury, before the federal or state courts located in Monroe County and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. In any action to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover its attorney's fees and costs.

32. Enforcement: Failure by ForSaleChoices.com© to enforce any Terms and Conditions does not constitute a waiver of any portion of the Terms and Conditions.

33. Non Business Set-up Fee: ForSaleChoices.com© will charge A $150.00 US dollar non-refundable fee at the time of your first wholesale order. Business providing tax Id. will not be charged a one time set-up fee.

35. Agreement to Terms and Conditions: I hereby certify that I have read, understand, and will abide by the Wholesale Purchase Agreement as stated herein.