1.Agreement: These terms and conditions are part of the complete Agreement between Big Tree NW, Inc., an Oregon corporation (hereinafter "Seller") and Buyer for all products provided by Seller to Buyer for use in Buyer's business ("Goods"). The complete Agreement between Buyer and Seller is the Seller's invoice and these Terms and Conditions. No other terms and conditions, modifications, or amendments inconsistent with the invoice and these terms and conditions, including, but not limited to, terms stated in Buyer's purchase order, order form, confirmation or other similar forms, are part of the parties' Agreement for the sale and purchase of such goods, without the prior written consent of Seller. These terms and conditions supersede and cancel all prior communications between the parties, except as specifically shown on the face of this Agreement. Furthermore, the parties agree that this Agreement cannot be contradicted, supplemented or explained by evidence of course of performance, course of dealing or usage of trade.

2.Ownership and Risk of Loss: All goods are F.O.B. Seller's Salem, Oregon facility, unless otherwise specified in writing by Seller. Ownership and risk of loss to all goods shall pass to Buyer upon tender of such goods by Seller to a carrier for shipment.

3.Payment: Payment for the Goods shall be made by Buyer to Seller on the date ordered.

4.Refund Policy: All goods can be exchanged within 14 days of the original purchase with a valid sales receipt and in original packaging. Defective items may be returned for a full refund.

5.Acceptance: The Goods shall be deemed accepted by Buyer upon receipt, unless within forty-eight (48) hours of delivery, Buyer rejects such goods and notifies Seller in writing of the basis for such rejection. Seller, in its sole and exclusive discretion, may provide Buyer a refund or replace any good it deems defective.

6.INDEMNIFICATION: BUYER SHALL INDEMNIFY, DEFEND, AND HOLD SELLER HARMLESS FROM ANY CLAIM, SUIT, DAMAGE, OR LOSS (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES) RESULTING FROM ANY ACT OR OMISSION OF BUYER, ITS AGENTS OR ASSIGNS, WITH RESPECT TO THE GOODS, INCLUDING, WITHOUT LIMITATION, BUYER'S FURTHER DISTRIBUTION OR SALE OF THE GOODS.

7.Governing Law and Jurisdiction: Seller and Buyer expressly agree that this Agreement shall be governed by and construed in accordance with the laws of Oregon, and that the exclusive forum for disputes arising out of or relating to this Agreement shall be the Marion County Circuit Court for the State of Oregon, and no other state or Federal Court. Each party consents to jurisdiction of such court, waives any objection to venue, and further agrees that in the event of litigation such party shall, at its own expense, provide discovery and appear for depositions in Marion County, Oregon.

8.LIMITATIONS OF LIABILITY: BUYER'S SOLE REMEDY FOR ANY AND ALL DAMAGE CAUSED BY, ARISING OUT OF, OR RELATING TO ANY GOODS PURCHASED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM FOR BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, SHALL BE REFUND OR REPLACEMENT. ALL ACTIONS OR CLAIMS, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE DATE OF THE INVOICE ISSUED BY SELLER.

9.DISCLAIMER OF IMPLIED WARRANTIES: SELLER HAS NOT GIVEN ANY EXPRESSED WARRANTIES OR PERFORMANCE GUARANTEES UNLESS THOSE PROMISES ARE IN WRITING CONTAINED IN THIS AGREEMENT AND SPECIFICALLY TITLED WARRANTY OR PERFORMANCE GUARANTEE. SELLER SHALL HAVE NO LIABILITY, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, FOR ANY LOSS OF PROFIT OR USE, PROPERTY DAMAGE, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

10.Taxes: Taxes are the responsibility of the Buyer and all prices quoted do not include any duties, sales, use, excise, value-added, or other taxes or charges, unless specified as such.

11.Waiver: No waiver of any provision of this Agreement or any rights or obligations of either party shall be effective except pursuant to a written instrument signed by the party or parties waiving compliance. Any waiver shall only be limited to the specific instance and for the specific purpose stated in writing.

12.Severability: If any provision of this Agreement is determined to be illegal or unenforceable, the validity of the remaining provisions hereof shall not be affected thereby; and such illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

13.Binding Effect: The provisions of this Agreement are binding and inure to the parties' benefit of the heirs, representatives, and successors.

14.Attorney's Fees: If any claim, suit or action is instituted, which arises out of or related to this Agreement, the prevailing party shall recover, in addition to costs, reasonable attorney fees incurred in preparation, prosecution or defense of such suit, or action as determined by the court, and if appealed, such reasonable attorney fees as determined on appeal. In addition, in the event that Seller retains an attorney for the collection of any sums owing to Seller from Buyer under the terms of this Agreement, Buyer agrees to pay Seller's reasonable attorney fees, costs and expenses whether or not any suit or action is commenced.

15.Notices: All notices under this Agreement shall be in writing and shall be deemed effective upon personal delivery, or upon receipt by facsimile or by certified or overnight mail, to the addresses or facsimile numbers shown on the front of this Agreement or invoice.

16.Survival: Provisions 5 (Indemnification), 7 (Limitations of Liability) and 13 (Attorney Fees) of this Agreement shall survive termination of this Agreement.