1. PRICE: The price at which products are sold to the Reseller identified at the bottom of this Agreement may be changed at any time after thirty (30) days prior written notice and shall be effective as to written orders for product received by Katherine Louise ("the Company") from the Reseller for delivery after expiration of such thirty (30) day period.

2. SUPPLY OF PRODUCT: Reseller shall provide the company with written notice of orders at least thirty (30) days in advance of the requested delivery date. While the Company will endeavor to have the product delivered on or before the delivery date, the failure of the Company to do so will not be deemed a default by the Company of the terms of this Agreement and the Company will not be liable to the Reseller or any third-parties on account of the late delivery, nor shall Reseller be relieved from its obligation to pay the full price for the products ordered. Sales are considered final upon the delivery of the product in marketable condition.

3. RESALE PRICE: Reseller shall set the final selling price to the consumer.

4. QUANTITIES: Orders shall be for a minimum of ten (10) or more items from the product list in any assortment the Reseller chooses, at which the Reseller is offered the items at the "10-item" price (see product list below). Items are offered at the "20-item" prices for orders containing any assortment of twenty (20) or more items, and the "30-item" prices for orders containing any assortment of thirty (30) or more items.

5. INDEMNIFICATION AND HOLD HARMLESS: Reseller shall defend, indemnify, and hold harmless the Company from all liability, claims, damages, losses, and expenses, whether direct, indirect or consequential (including but not limited to attorneys’ and consultants fees and other expense of litigation or arbitration) brought by any individual resulting from handling or use of the Company's products. This clause shall not be limited in any way by any limitation on the amount or type of damages or compensation benefits payable by or for Reseller under applicable worker’s or workmen’s compensation, benefit, or disability laws. Reseller expressly waives any immunity Reseller might have under such laws and, by agreeing to enter into the Agreement, acknowledges that the foregoing waiver has been mutually negotiated by the parties.

6. PAYMENT TERMS: One payment of 50% of the entire order, plus 100% of the shipping (see item 13), is due at the time the order is placed. A payment for the remaining 50% of the order is due within 20 days after delivery. Past due accounts will accrue interest at the rate of eighteen percent (18%) per annum (1 1/2% per month). In the event the Company take steps to collect on the amount, whether by employing an attorney or otherwise, Reseller and all personal guarantors will be liable for all costs associated with collecting the account, including reasonable attorneys’ fees, regardless of whether litigation or arbitration is commenced. All deductions must be approved in writing by the Company.

7. ATTORNEYS’ FEES AND COSTS: In the event it is necessary to employ an attorney for events or claims arising out of or related to this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs, which costs include consultant and/or experts fees, incurred irrespective of whether litigation is commenced and through appeal if litigation or appeal is commenced.

8. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Kansas. Venue for any action between the Company and the Distributor arising out of or in connection with this Agreement, shall be in Riley County, Kansas.

9. ASSIGNABILITY: Reseller shall not assign or transfer any interest in this agreement without the prior written consent of the Company.

10. FACSIMILE OR ELECTRONIC TRANSMISSION OF AGREEMENT: Facsimile transmission or transmission by electronic mail of a Product Order Form is acceptable if the Reseller has signed the Product Order Form, acknowledging receipt of the above referenced terms and conditions.

13. SHIPPING: Reseller agrees to pay shipping on all orders.

14. ENTIRE AGREEMENT: The terms and conditions set forth on the face of this document plus those contained above represent the full and complete agreement of the parties. Any modification thereto must be in writing and signed by both parties. This Agreement supersedes all previous discussion or agreements.

15. AGREEMENT REVISIONS & RENEWAL: This agreement is renewable on the first business day of the first month of each calendar year. The Company may make changes to the agreement at that time with no prior notice. The Company may revise any terms and condition of this agreement thirty (30) days after written notice of the changes to all affected parties.

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