1. General Entire Agreement

A. The sale of product(s) described in the accompanying quotation or Invoice (the “Product(s)”) by Sucrelina.com a Florida registered Corporation (“Seller”) to the party receiving the quotation or Invoice (“Buyer”) shall be governed by these terms and conditions.

B. Seller’s offer to sell the Products to Buyer is expressly limited to Buyer’s acceptance to these terms and conditions. Any of the following constitutes Buyer’s qualified acceptance of these terms and conditions:

(i) Issuance or assignment of a purchase order for the Products,
(ii) Acceptance of any Product under the purchase order, or
(iii) Payment for any of the Products under the purchase order.

C. Additional or different terms or conditions proposed by Buyer (including any additional or different terms provided in a purchase order) shall be void and of no effect unless specifically accepted in writing by Seller.

D. any quotation resulting in purchase order or payment on invoice shall be the exclusive agreement between the parties for the Products, subject to the terms and conditions herein. Any prior or contemporaneous understandings, agreements, and representations, oral or written, are superseded by these terms and conditions. No modification to these terms and conditions shall be valid unless in writing and signed by Seller.

E. Agents and sales representatives of Seller have no authority to make any representations not included herein, and any such representations should not be relied on by Buyer.

2. Price

The Products and other items or services covered by this contract shall be and are sold and invoiced at the prices listed in the quotation or invoice. Prices do not include sales tax, or other taxes now in effect or hereafter levied by reason of this transaction. Buyer will pay and indemnify and hold Seller harmless from all such taxes.

3. Payment Terms:

A. Payment is Due upon Receipt of Invoice unless otherwise specified, unless otherwise specified by seller in writing. Seller reserves the right to require alternative payment terms, including, without limitation, site draft, letter of credit or payment in advance.

B. If payment is not received by the due date, a late charge will be added at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date thereof.

C. All payments (checks) should be sent to: Sucrelina.com 401 East las olas Blvd. Suite 130-463 Fort Lauderdale, FL 33301

D. If Buyer is delinquent in paying any amount owed to Seller as per quotation, purchase order or invoice, by more than five (5) days, then without limiting any other rights and remedies available to Seller under the law, in equity, or under the contract, Seller may

(i) suspend production, shipment and/or deliveries of any or all products purchased by Buyer or yet to be delivered, or
(ii) retain buyers Deposit if any or
(iii) by notice to Buyer, treat such delinquency as a repudiation by Buyer of the portion of the contract not then fully performed, whereupon Seller may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable. If Seller retains a collection agency and/or attorney to collect overdue amounts, all collection costs, including attorney’s fees, shall be payable by Buyer. Buyer hereby represents to Seller that Buyer is now solvent and agrees that each acceptance of delivery of the Products sold hereunder shall constitute reaffirmation of this representation at such time.

4. Shipment

A. Seller will use commercially reasonable efforts to comply with shipping instructions provided by Buyer. In the absence of any specific shipping instruction, Seller will ship by the method it deems most advantageous. Transportation charges will be prepaid by Buyer or subsequently invoiced to Buyer unless otherwise specified. When special or export packaging is required, the cost of the same, if not set forth on the invoice, will be separately invoiced.

B. Seller may make delivery in installments and may render a separate invoice for each installment. Each installment shall be deemed a separate sale. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept delivery of remaining installments. Any delivery not in dispute shall be paid for on the due date, as provided in this contract, without any offset, regardless of controversies relating to other delivery or undelivered products.

C. All products shall be suitably packed for air and ground shipment, unless otherwise requested by Buyer and agreed to in writing by Seller.

5. Title, Risk Of Loss, Insurance

Unless stated otherwise by Seller, all shipment will be EXW (Ex Works) (as defined in Incoterms 2000) Seller’s manufacturing or storing facility, if destination of delivery is outside the United States and F.O.B. (Free on Board) (as defined in U.C.C. Section 2-319) Seller’s manufacturing or storing facility, if destination of delivery is within the United States. Title to each shipment of the Products sold hereunder and risk of loss thereon shall pass to Buyer when Seller or its agent tenders such shipment to the carrier, but such shipment shall remain subject to Seller’s rights of stoppage in transit and of reclamation.

6. Acceptance

Buyer or Buyer’s agent may inspect the Products at Seller’s place of manufacture. Buyer shall accept any tender of the Products by Seller which substantially conforms to the description of the Products set forth herein. Buyer shall be deemed to have irrevocably accepted any Product, and Buyer’s right to reject such Product shall cease, unless Buyer gives to Seller notice of rejection in writing:

(a) in the case of defects discoverable through inspection, within five (5) days after delivery to the destination specified in Buyer’s purchase order or

(b) in the case of defects not discoverable through inspection, within Seven (7) days after delivery to the destination specified in Buyer’s purchase order. Buyer’s notice must specify the nature and grounds of the rejection in reasonable detail. Buyer’s right to inspect and reject any defective product as described in this Section, does not apply to any service. Buyer is aware of product expiration date upon acceptance. In the event buyer fails to sell product due to expiration date, buyer will assume full responsibility of the loss. Seller shall be under no obligation to refund or replace such order.

7. Indemnification

Buyer will hold Seller harmless and indemnify seller from and against all claims, judgments, costs and fees, including attorney fees, that buyer may claim have incurred directly or indirectly resulting from buyers negligence, sellers product , sellers company or buyers .