WHOLESALE CUSTOMER AGREEMENT THIS WHOLESALE CUSTOMER AGREEMENT (“Agreement”) is an agreement between you and Valken that states the terms and conditions under which you may use the Site and receive Valken orders, which includes processing and delivery of product orders. As used hereunder, Valken refers jointly to Valken, Inc., a US corporation, and its branch office, Valken Incorporated located in Canada, and its subsidiary, VE Outdoor B.V. located in the Netherlands with a branch, VE Outdoor Ltd located in the UK (each a “Valken Entity” and collectively trading as “Valken Sports”). Your use of Valken ordering service and the Site constitutes your agreement to the terms and conditions set forth below. If you do not agree with all of the terms and conditions, please do not use the Site or order product from Valken. If you have any questions about this Agreement, the Site or Valken ordering service, please send us an e-mail: info@valken.com. ORDER POLICIES Placing Orders. Orders for Valken products may be placed via phone, Skype, fax, text, email or the Site. Order Placement; Shipping and Payment Confirmation. Upon placing an order for Valken products, Valken will email an Order Confirmation to you that that identifies the Valken Entity to ship product as well as the products ordered and the related quantity, pricing, shipping address and shipping costs. You may receive more than one Order Confirmation if more than one Valken Entity or more than one Valken warehouse facility is to ship part of an applicable order. Upon fulfillment, Valken will email a Fulfillment Confirmation to you that identifies the products with quantity and related tracking details for each shipment. Depending upon product availability, you may receive more than one Fulfillment Confirmation if more than one shipment is required to fill an order. Upon shipment of Valken products, Valken will email an Invoice or Cash Sale confirmation to you depending upon the authorized payment method. Each Invoice and Cash Sale confirmation identifies the products with quantity to be shipped, any products remaining on back order and total amount due. Purchase Order and Other Terms and Conditions. Unless otherwise agreed in a mutually executed contract, the Invoice and Cash Sale confirmation delivered with each shipment and the terms and conditions under this Agreement are the full and complete statement of agreement for your use of the Site, Valken ordering services and purchase of Valken products and supersedes any previous or contemporaneous agreements, understandings or communications, whether written or oral, relating to the subject matter. No purchase order or other document or communications issued by you, even if the purchase order or other document provides that it takes precedence or requires express acknowledgment, will be effective to contradict, modify, delete from or add to the terms and conditions contained herein and the Invoice or Cash Sale confirmation related to a shipment. Any express written acknowledgment of a purchase order or other order document required by a customer will be solely for the purpose of acknowledging its receipt for processing an order. Minimum Order Quantities. Please contact us for minimum order quantities which vary by geographical region. Product Availability. If we are unable to ship all of an order from a single Valken warehouse facility, Valken will either ship that portion of an order available from the single Valken warehouse facility or ship as much of the order as is available from multiple Valken warehouse facilities as may be approved in connection with each order. Valken has no liability for any product that is discontinued, unavailable or out of stock. Process Time. Orders are filled in the order they are received and orders requiring pre-payment will not ship until payment has been received by Valken. We strive to process all orders within one business day from receipt (Monday through Friday, excluding holidays). Cancellation and Order Change Policy. All sales are final. Once all or part of an order has shipped, no cancellations are possible. Similarly, if you wish to add to your order after it has shipped, such additions shall be treated as a second order. Return of New Product. Other than an incorrect product being ordered or shipped, return of new and unused product is at Valken’s sole discretion. Any such requests for returned merchandise credit must be made within thirty (30) days of purchase. If approved, any such product must be in new, sealed, and resaleable condition. Valken reserves the right to charge up to a 20% restocking charge or deny a credit for damaged or used products. Return of Defective Product. Subject to Valken’s Limited Product Warranty set forth below and Valken’s Warranty Guidelines at http://valken.com/sports/warranty-guidelines/, defective or damaged products will be repaired or replaced, at Valken’s sole discretion, if reported within seven (7) days of delivery. Return Procedure. Customers must obtain a Return Merchandise Authorization (RMA) number prior to returning any product to Valken. The RMA number must be enclosed in the returned package. All return shipping costs are the responsibility of the Customer. Limited Product Warranty. Unless a different warranty is provided in connection with a specific product or different terms are set forth under Valken’s Warranty Guidelines at http://valken.com/sports/warranty-guidelines/, Valken warrants product ordered hereunder against defects in materials or workmanship for ninety (90) days from the original ship date. During this period, Valken will repair or replace defective products, at Valken’s sole discretion, without charge to you subject to the notification and shipping terms set forth under the Return of Defective Product paragraph set forth above. This limited warranty extends only to the original purchaser. Limited Warranty Conditions. Unless otherwise set forth under Valken’s Warranty Guidelines at http://valken.com/sports/warranty-guidelines/, the above Limited Warranty is subject to the warranty disclaimers and the limitation of liability provisions set forth under the WARRANTY DISCLAIMER and LIMITATION OF LIABILITY sections below and the following conditions: (i) this limited warranty extends only to Valken-branded products sold by Valken, and (ii) this limited warranty covers only normal use of the products. Valken shall not be liable under this limited warranty if any damage or defect results from (a) misuse, abuse, neglect or improper shipping, (b) disasters such as fire or flood, (c) service or alteration by anyone other than an authorized Valken representative, or (d) damages incurred through irresponsible use or other non-recommended practices. Third-party products distributed by Valken will be subject to the manufacturer’s warranty packaged with the product or as may be set forth on Valken’s Warranty Guidelines at http://valken.com/sports/warranty-guidelines/, and Valken will have no warranty liability in respect to such third-party products. Repackaging and Rebranding. “Repackaging” or “rebranding” of Valken products is not allowed. All products must be sold in the original packaging. Alteration or removal of exterior packaging, interior packaging, or documentation is also not allowed. SHIPPING POLICIES Shipping. Unless otherwise agreed, all orders will be shipped from Valken warehouse facilities, and unless otherwise requested, all orders will be shipped using freight carriers selected by Valken. Requests for air, bus, or special truck handling may be arranged in advance. Requests for RUSH or overnight orders will be honored whenever possible. Additional costs, resulting from requested special handling or order processing are the responsibility of the Customer. Valken does not guarantee same day shipping, or the performance of any contracted freight carrier. Freight Terms. All shipping charges are the responsibility of the Customer and all prices for products are exclusive of shipping charges. All products are sold F.O.B. Valken. Risk of Loss. All product sales are made pursuant to a shipment contract meaning that the risk of loss and title for such products pass to you upon Valken’s delivery of product to a shipment carrier. We encourage you to use the tracking information supplied in connection with the Fulfillment Confirmation and the Valken Site to track and retrieve shipments promptly. PAYMENT TERMS Payment Terms. Orders either require pre-payment or may be shipped on a COD (cash on delivery) basis as established by Valken for each Customer’s account. Any other payment terms shall be subject to the applicable Invoice and the unconditional personal guarantee of the owner or operator of the account. Taxes. Any taxes applicable to the products furnished hereunder are not included in the price specified and shall be paid by Customer when due. Payment Means. The preferred means of payment varies depending upon the Valken Entity shipping product and includes ACH (automated clearing house), BACS (bankers’ automated clearing services), Faster Payments, and International Payments Service. Alternatively, Valken will also accept payment via credit card, paypal, check and wire transfer, and Valken reserves the right to charge you all fees and costs realized by Valken to process these alternative payment transactions. Unpaid Balance. Any unpaid balance shall be subject to a service charge of 1.25% per month, or the maximum permitted by law, whichever is greater. NSF/Returned Checks. Depending upon the currency of the subject check, a service charge of £30 GBP, €35 EURO or $40 USD will be charged on any returned checks. Service charges related to currencies other than GBP, EURO and USD will be paid in USD. If two checks are returned for any reason, the account will be placed on prepay or cash only basis. Costs of Collection. If Customer fails to pay any amount when due, Customer will reimburse Valken on demand for the full amount of any costs or expenses including, without limitation, solicitor’s or attorney’s fees and disbursements, incurred by Valken in the collection of such overdue amounts whether resulting from litigation or otherwise. OTHER TERMS & CONDITIONS Privacy. Your privacy is important to us. We will not share your information with any unaffiliated third-party except as required by law or as necessary to complete an order placed by you with Valken. To respect your privacy, all information collected on this Site will be kept confidential by Valken and will not be sold, rented, disclosed, or loaned unless you consent otherwise. Please feel free to call or email us with any questions regarding our privacy policy. Product Information. We make every effort to provide you with accurate information that is complete, reliable, current, and error-free. If a product offered by Valken is not as described, your sole and exclusive remedy is to return the product in unused condition for a refund. Electronic Communications. By providing your email to Valken you consent to receive communications from us electronically. Valken may send occasional emails about changes to its Site, ordering service or special product offers. If you would like to opt-out of receiving such emails, you may respond to such an email or send us a separate email to info@valken.com confirming that you do not wish to receive promotional communications. If you do opt-out, you will continue to receive non-promotional communications regarding the status of your orders or your account. License and Proprietary Rights Copyright and Ownership. All Site content, design, text, graphics, and interfaces; the collection, selection, and arrangement thereof; and all software are the property of, or duly licensed to, Valken. Consent is granted to view, electronically copy, and print in hard copy portions of this Site for the sole purpose of placing an order with Valken. Any other use of materials on this Site, including modification, distribution, or reproduction for purposes other than those noted above, without the prior written permission of Valken, is strictly prohibited. You acknowledge that Valken and/or third-party providers remain the owners of such material and that you do not acquire any of those ownership rights by downloading copyrighted material. Valken reserves the right to revoke this authorization at any time, and any use shall be discontinued immediately on written notice from Valken. Trademarks. “Valken®,” “Valken Sports™”, all Valken logos, and all titles, characters, names and graphics are service marks, trademarks, and/or trade dress of Valken products are proprietary to Valken and are subject to Valken’s Trademark Terms and Conditions located at http://valken.com/sports/trademark-terms-and-conditions/ and may not be used by you for any reason other than as may be permitted under the referenced Trademark Terms and Conditions. All other trademarks, service marks, product names, and company names or logos appearing in or on Valken products and on the Site are the property of their respective owners and you do not acquire any ownership rights in such marks, logos, or names by using this Site or Valken ordering services. Site Access. You will provide all hardware, equipment and services and be responsible for all telephone, internet and other charges necessary to access Valken and the Site. You agree to comply with all laws applicable to your activities on the Valken Site and with the terms of this Agreement. You hereby represent that you are an adult (18 years or older) and have the power and authority to enter into this Agreement and perform your obligations hereunder. You also acknowledge that from time to time Valken or this Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions, (ii) periodic maintenance procedures or repairs which Valken may undertake from time to time, or (iii) causes beyond the control of Valken or which are not reasonably foreseeable by Valken. User Name and Password. Access to your account through the Site is accomplished through the use of a user name and a password that will be issued to you upon registration. You may not provide your password to any individual or party outside of your organization. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred in connection with the use of your password. You agree to notify Valken promptly of any unauthorized use of your password and you will remain liable for any use of the Site or Valken ordering services until you notify Valken of the unauthorized use of your password to the extent permitted by law. Your Account. You represent and warrant that all information provided on the Site and in any applications related to establishing and maintaining your account is true, correct, complete and accurate in all respects and you expressly authorize Valken to contact any trade references listed and to investigate your creditworthiness. You are responsible for, and agree to pay promptly, all charges to your account, including applicable taxes and purchases by you or anyone you allow to use your account and password to access Valken. You agree and accept responsibility for keeping all your account information current, including address, payment information, telephone number, and email address. You can login and update your account or you can update your account by contacting Valken at info@valken.com. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to Valken, and accept responsibility for all activities that occur under your account or password and for restricting access to your computer. You will comply with all laws applicable to your activities on the Site and with this Agreement. Acceptable Use Policy. You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of Valken ordering services and the Valken Site to: (a) disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial email, (b) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious, (c) disseminate or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person, (d) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication, (e) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation, or restriction of one or more of the United States, Canada, the Netherlands and the United Kingdom and their agencies and authorities, or without all required approvals, licenses, or exemptions; (f) interfere with, disrupt, or attempt to gain unauthorized access to other accounts on Valken Ordering Service or any other computer network; (g) disseminate or transmit viruses, Trojan horses, or any other malicious code or program; or (h) engage in any other activity deemed by Valken to be in conflict with the spirit or intent of this Agreement. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE, EXCEPT AS OTHERWISE PROVIDED HEREUNDER, THAT YOUR USE OF VALKEN ORDERING SERVICES, THE SITE AND ANY PRODUCTS ORDERED HEREUNDER IS ENTIRELY AT YOUR OWN RISK, AND THE VALKEN ORDERING SERVICES, THE SITE, AND ANY PRODUCTS ORDERED HEREUNDER ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VALKEN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO VALKEN ORDERING SERVICES, THE SITE AND ANY PRODUCTS ORDERED HEREUNDER. VALKEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE SITE OR VALKEN ORDERING SERVICES. VALKEN DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. LIMITATION OF LIABILITY. NEITHER VALKEN NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, “VALKEN PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE, VALKEN ORDERING SERVICE, OR ANY PRODUCTS ORDERED HEREUNDER. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO PROVIDING YOU WITH A REPAIR OR REPLACEMENT, AT VALKEN’S OPTION, FOR ANY PRODUCT THAT IS RETURNED AND YOUR RIGHT TO DISCONTINUE YOUR USE OF VALKEN ORDERING SERVICE AND TO TERMINATE THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. EXPORTS COMPLIANCE. ALL VALKEN PRODUCTS, TECHNOLOGY AND SOFTWARE ARE SUBJECT TO THE EXPORT LAWS OF ONE OR MORE OF THE UNITED STATES OF AMERICA, CANADA, THE UNITED KINGDOM OR THE NETHERLANDS. DIVERSION CONTRARY TO THE LAWS OF THESE JURISDICTIONS IS PROHIBITED. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING STATEMENT, YOU MAY NOT SELL OR SHIP SUCH PRODUCTS, TECHNOLOGY OR SOFTWARE TO CUBA, IRAN, NORTH KOREA, SUDAN OR SYRIA, THEIR NATIONALS OR COMPANIES ORGANIZED IN THOSE COUNTRIES. Lawful Purposes. The material in the Site is provided for lawful purposes only. Valken controls and operates this Site and uses it for its operations in the state of New Jersey, USA. Valken makes no representation that these materials are appropriate or available for use in other locations. If you use the Site from other locations, you are responsible for compliance with applicable local laws. Price and availability information is subject to change without notice. Indemnification. You agree to defend, indemnify, and hold Valken harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, and expenses, including attorney’s costs and costs, arising in connection with a violation of this Agreement by you or through use of your account. Termination. This Agreement is effective upon your acceptance in connection with registering or updating your account and/or upon your acceptance of any shipment of Valken product and shall continue in full force and effect until terminated. Valken may suspend or terminate this Agreement or disable access to any portion of the Site at any time for any reason with or without notice to you. You may terminate this Agreement and your account at any time for any reason by delivering notice in the manner provided below, which termination will be effective the day notice is received or such later date specified in the notice. Valken reserves the right to collect costs and charges incurred before you cancel your account. Notices. Valken may give notice to you of a change in this Agreement, a change in product availability, product prices, and any other matter through a general posting on the Site, by electronic mail, or by conventional mail to your address. You may give notice to Valken by electronic e-mail: info@valken.com. Entire Agreement. Unless otherwise agreed in a mutually executed contract, this Agreement and every Invoice or Cash Sale confirmation delivered in connection with a shipment represents your entire agreement with Valken regarding the use of Valken ordering services, use of the Site and any products ordered hereunder. You agree that this Agreement is not intended to confer and does not confer any rights, remedies, liabilities and/or obligations upon any person other than you and any related entity under common control of the owner or operator accessing the Site and/or placing the order. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties, and the remainder of this Agreement shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Disputes Resolution, Venue and Choice of Law. Any controversy or claim arising out of or relating to this Agreement or the alleged breach thereof or products ordered hereunder shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The arbitration will be heard by one (1) arbitrator and the place of arbitration shall be either Gloucester County, New Jersey, USA, if you are located in North, Central or South America, or in Colchester, UK, if you are located outside of North, Central or South America. The language of the arbitration shall be English and the party losing the arbitration shall be responsible to pay the other party for all reasonable arbitration costs and expenses realized by the prevailing party in bringing or defending the arbitration. The arbitrator shall render a decision within forty-five (45) days of the first meeting with the parties. Insofar as the parties legally may do so, they agree to be bound by the decision of the arbitrator. Notwithstanding any dispute under this Agreement, whether before or during arbitration, you agree to make all payments as required by this Agreement for any and all undisputed monies as may be due. You expressly agree that the provisions of this Agreement shall be construed in accordance with the substantive laws of the State of New Jersey and you further expressly agree to personal jurisdiction by the state and federal courts sitting in the State of New Jersey for any related dispute if such dispute is taken out of or fails to end in arbitration. Any claim or cause of action by you must be instituted within one (1) year after the claim or cause of action has arisen, or be barred. This Agreement and every transaction hereunder will not be governed by the United Nations Convention on Contracts for the International Sales of Goods and choice of law provisions, the application of which is expressly excluded. Third-Party Beneficiaries. The provisions of this Agreement are for the benefit of Valken Parties, and each shall have the right to assert and enforce the provisions directly on their own behalf. This Agreement and all obligations and restrictions placed upon you or your permitted users by this Agreement shall survive termination of this Agreement and your account with Valken. Amendment. Valken may amend this Agreement at any time by posting the amended terms on the Site. All amended terms shall automatically be effective seven (7) days after they are initially posted on the Site. By using this Site and the Valken ordering services after the effective date of any such amendment, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then-current Agreement to which you are bound. This Agreement was last revised on January 29, 2016.