1. APPLICABILITY

Unless and to the extent that a separate written contract is executed between the procuring party (Buyer) and Ultra Custom Hair (UCH), any purchase order covering the sale of any product supplied by (UCH) will be governed solely by these Conditions of Sale, whether or not these Conditions of Sale are referenced in the Order. Except as provided in the "Buyer's Orders" section below, all provisions on Buyer's Order and all other documents submitted by Buyer are expressly rejected. (UCH) will not be deemed to have waived these Conditions of Sale if it fails to object to provisions submitted by Buyer. Buyer's silence or acceptance or use of Products is acceptance of these Conditions of Sale. No amendment or modification to these Conditions of Sale shall be effective unless agreed to in writing by (UCH) and Buyer.

2. BUYER'S ORDERS

Orders should specify: (1) (UCH) Product (2) Price; (3) Quantity; (6) Location to which the Product is to be shipped; and (7) Location to which invoices will be sent for payment. Buyer's Orders are subject (UCH) acceptance. (UCH) reserves the right to limit order quantities for certain Products. (UCH) order acknowledgment will not constitute acceptance. Any additional or conflicting terms on an Order will not apply unless specifically agreed to in writing by (UCH).

3. ACCEPTANCE

Products are presumed accepted unless (UCH) receives written notice of rejection from Buyer explaining the basis for rejection within 10 calendar days after delivery and Buyer dispositions the Product to (UCH) in accordance with (UCH) written instructions. (UCH) will have a reasonable opportunity to repair or replace rejected Product, at its option. (Buyer) assumes shipping costs. Following initial delivery, the party initiating shipment will bear the risk of loss or damage to Products in transit. If (UCH) reasonably determines that rejection was improper, Buyer will be responsible for all expenses caused by the improper rejection.

4. PAYMENTS

(UCH) reserves the right to correct any inaccurate invoice. Payment must be received by (UCH) before delivery of products. Payments must be made in United States currency.

5. DISCLAIMER OF INTELLECTUAL PROPERTY LICENSES

Nothing in these Conditions of Sale constitutes a license, transfer, or assignment of any of (UCH) intellectual property. As such, (UCH) shall retain all right, title and interest in all of its intellectual property, including, but not limited to, (UCH) patents, copyrights, trademarks, trade dress, trade secrets, and know how.

6. PRODUCT WARRANTY

(UCH) warrants that at time of shipment to Buyer that its Products will be free from defects in workmanship and material (“Nonconformance”) for a period of 3 months from first use. or 3 months after shipment of the Products. These warranties run to Buyer, its successors, permitted assigns, and customers. Buyer must notify (UCH) in writing during the warranty period of a Nonconformance and, within 30 calendar days of discovery of the Nonconformance, disposition the Product in accordance with (UCH) written instructions. (UCH) obligation and Buyer's sole remedy under this warranty is repair or replacement, at (UCH) election, of any Product Nonconformance. All Products repaired or replaced are warranted only for the unexpired portion of the original warranty period. (UCH) shall have no liability or obligation hereunder to pay for the costs or fees of any labor related to the removal or installation of any Product. (UCH) will not be liable under this warranty if the Product has been exposed or subjected to any: (1) maintenance, repair, installation, handling, packaging, transportation, storage, operation or use that is improper or otherwise not in compliance with (UCH) instruction; (2) Product alteration, modification or repair by anyone other than (UCH) or those specifically authorized by (UCH) (3) accident, contamination, foreign object damage, abuse, neglect or negligence after shipment to Buyer; or (4) use of counterfeit or replacement parts that are neither manufactured nor approved by (UCH) for use in (UCH)-manufactured Products.

THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FORPARTICULAR PURPOSE. IN NO EVENT WILL (UCH) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON (UCH) UNLESS SET FORTH IN WRITING AND SIGNED BY (UCH) AUTHORIZED REPRESENTATIVE.

7. EXCUSABLE DELAY OR NONPERFORMANCE

(UCH) will not be liable to Buyer for any failure to meet its obligations due to any cause beyond its reasonable control including, but not limited to: government embargoes or any other government acts that interfere with performance; blockades; seizure or freeze of assets; delays or refusals to grant an export license or the suspension or revocation thereof; fires, floods, severe weather conditions; any other acts of God, quarantines or regional medical crisis; labor strikes or lockouts; riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, (UCH) will not be liable to Buyer for any failure to meet its obligations due to any cause beyond its reasonable control including, but not limited to: government embargoes or any other government acts that interfere with performance; blockades; seizure or freeze of assets; delays or refusals to grant an export license or the suspension or revocation thereof; fires, floods, severe weather conditions; any other acts of God, quarantines or regional medical crisis; labor strikes or lockouts; riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not or impending threat of any of the foregoing, if reasonably expected to cause injury to people or property; and shortages or inability to obtain materials or components. The due date of any performance affected by such an event will be extended by the period of time that (UCH) is actually delayed. If the inability to perform continues for longer than 6 months, either party may terminate the affected Order by providing written notice to the other party.

8. CANCELLATION

Buyer may cancel any Order or portion of an Order by giving (UCH) written notice specifying the detailed reason for the cancellation only if: (1) (UCH) fails to correct a breach of these Conditions of Sale within 90 calendar days of written notice from Buyer of the breach; or (2) any insolvency or suspension of (UCH) operations or any petition filed or proceeding commenced by or against (UCH) under any state or federal law relating to bankruptcy, reorganization, receivership or assignment for the benefit of creditors.

9. GOVERNING LAW AND VENUE

These Conditions of Sale shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws rules. Venue for any legal or equitable action arising out of or relating to this Agreement shall be proper solely and exclusively in the State and/or Federal courts in the State of California, for which purpose the parties hereto expressly consent to the personal jurisdiction and venue of said courts.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL (UCH) BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. (UCH) LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO ANY ORDER IS LIMITED TO THE ORDER PRICE FOR THE SPECIFIC PRODUCT THAT GIVES RISE TO THE CLAIM. TO THE EXTENT PERMITTED BY APPLICABLE LAW. THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OR LAW, OR OTHERWISE.

11. SPECIAL TOOLING AND DATA

(UCH) owns all rights to all specifications, drawings, production instructions, data, material, equipment, software, processes, facilities, and tooling, including, but not limited, to jigs, fixtures, molds, patterns, manufacturing aids and replacements items, now existing or hereafter created, except to the extent that title is specifically transferred in writing from (UCH) to Buyer.

12. TAXES

Buyer shall be solely liable and responsible for the determination, calculation, payment and administrative costs of any applicable sales taxes, value added taxes or other such taxes for any and all Products purchased under these Conditions of Sale.

13. NOTICES

Every notice between the parties relating to an Order will be made in writing and, if to Buyer, to Buyer's authorized representative or, if to (UCH), to (UCH) authorized representative. Notices will be deemed received when delivered to the following addresses:

To Ultra Custom Hair:
Richard Farrell
1335 Rocking W Drive #307
Bishop, CA 93514-1900