Terms and Conditions

TERMS AND CONDITIONS

1. Applicability.

(a) These terms and conditions of sale (these “Terms”) are the only terms that

govern the sale of the goods (“Goods”) by Heritage Hard Assets, LLC (“Seller”) to the

recipient of the enclosed Goods (“Buyer”). Notwithstanding anything herein to the

contrary, if a written contract signed by both parties is in existence covering the sale of

the Goods covered hereby, the terms and conditions of said contract shall prevail to the

extent they are inconsistent with these Terms. By accepting delivery of the Goods, Buyer

agrees and assents to these Terms.

(b) The invoice that references these Terms (the “Sales Confirmation” and

these Terms (collectively, this “Agreement”) comprise the entire agreement between the

parties, and supersede all prior or contemporaneous understandings, agreements,

negotiations, representations and warranties, and communications, both written and oral.

These Terms prevail over any of Buyer’s general terms and conditions of purchase

regardless of whether or when Buyer has submitted its purchase order or such terms.

Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and

conditions and does not serve to modify or amend these Terms.

2. Delivery.

(a) The goods will be delivered within a reasonable time after the receipt of

Buyer’s purchase order. Seller shall not be liable for any delays, loss, or damage in

transit.

(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the

Goods to the address provided by you (the “Delivery Point”) using Seller’s standard

methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods

upon receipt of the package containing the Goods or Seller’s written notice that the

Goods have been delivered to the Delivery Point, whichever is sooner. Buyer shall be

responsible for all loading costs and provide equipment and labor reasonably suited for

receipt of the Goods at the Delivery Point.

shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer

shall pay for the units shipped whether such shipment is in whole or partial fulfillment of

Buyer’s purchase order.

(d) If for any reason Buyer fails to accept delivery of any of the Goods on the

date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery

Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date

because Buyer has not provided appropriate instructions, documents, licenses or

authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be

deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until

Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses

(including, without limitation, storage, and insurance).

3. Non-Delivery.

(a) The quantity of any installment of Goods as recorded by Seller on dispatch

from Seller’s place of business is conclusive evidence of the quantity received by Buyer

on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b) The Seller shall not be liable for any non-delivery of Goods (even if

caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-

delivery within 2 days of the date when the Goods would in the ordinary course of events

have been received.

replacing the Goods within a reasonable time or adjusting the invoice respecting such

Goods to reflect the actual quantity delivered.

4. Quantity. If Seller delivers to Buyer a quantity of Goods of up to 0% more or less

than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or

reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for

such Goods the price set forth in the Sales Confirmation adjusted pro rata.

5. Shipping Terms. Seller shall make delivery in accordance with the terms on the

face of the Sales Confirmation.

6. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the

Goods at the Delivery Point. As collateral security for the payment of the purchase price of the

Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title

and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or

hereafter arising or acquired from time to time, and in all accessions thereto and replacements or

modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.

The security interest granted under this provision constitutes a purchase money security interest

under the Florida Uniform Commercial Code.

7. Amendment and Modification. These Terms may only be amended or modified in

a writing which specifically states that it amends these Terms and is signed by an authorized

representative of each party.

8. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods upon receipt and shall have twenty-four

hours from such receipt to conduct such inspection (“Inspection Period”). Buyer will be

deemed to have accepted the Goods unless it notifies Seller in writing of any

Nonconforming Goods during the Inspection Period and furnishes such written evidence

or other documentation as reasonably required by Seller. “Nonconforming Goods”

means only the following: (i) product shipped is different than identified in Buyer’s

purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall,

in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or

(ii) credit or refund the Price for such Nonconforming Goods, together with any

reasonable shipping and handling expenses incurred by Buyer in connection therewith.

Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s

facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after

receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense

and risk of loss, the replaced Goods to the Delivery Point.

are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as

provided under Section 8(b) , all sales of Goods to Buyer are made on a one-way basis

and Buyer has no right to return Goods purchased under this Agreement to Seller.

9. Price.

(a) Buyer shall purchase the Goods from Seller at the price (the “Price”) set

forth in Seller’s published price list in force as of the date of Buyer’s purchase order.

(b) All Prices are exclusive of all sales, use, and excise taxes, and any other

similar taxes, duties, and charges of any kind imposed by any Governmental Authority on

any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and

taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with

respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal

property or other assets.

10. Payment Terms.

(a) Buyer shall pay all invoiced amounts due to Seller on receipt of Seller’s

invoice. Buyer shall make all payments hereunder by wire transfer, check, or credit/debit

card, and in US dollars.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of

10% per month or the highest rate permissible under applicable law, calculated daily and

compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting

any late payments, including, without limitation, attorneys’ fees. In addition to all other

remedies available under these Terms or at law (which Seller does not waive by the

exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any

Goods if Buyer fails to pay any amounts when due hereunder and such failure continues

for 3 days following written notice thereof.

reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s

breach, bankruptcy, or otherwise.

11. No Warranty. SELLER MAKES NO WARRANTY WHATSOEVER WITH

RESPECT TO THE GOODS, INCLUDING ANY ( a ) WARRANTY OF

MERCHANTABILITY OR ( b ) WARRANTY OF FITNESS FOR A PARTICULAR

PURPOSE OR (c) WARRANTY OF ANY QUALITY, RATING, GRADING OR

OTHERWISE WITH RESPECT TO THE GOODS, REGARDLESS OF WHETHER

SUCH GOODS ARE MARKETED, SOLD, OR DESCRIBED AS HAVING A RATING,

QUALIFICATION, GRADING, OR OTHERWISE BY ANY GRADING OR RATING

AGENCY, INCLUDING BUT NOT LIMITED TO NUMISMATIC GUARANTY

CORPORATION OR PROFESSIONAL COIN GRADING SERVICE; WHETHER

EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF

PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

12. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY

THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF

DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE

DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF

WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR

NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR

OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY

ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER

ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF

THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER

OR $10,000, WHICHEVER IS LESS.

to (i) liability resulting from Seller’s gross negligence or willful misconduct and (ii) death

or bodily injury resulting from Seller’s acts or omissions.

13. Compliance with Law. Buyer shall comply with all applicable laws, regulations,

and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations,

consents, and permits that it needs to carry out its obligations under this Agreement.

14. Termination. In addition to any remedies that may be provided under these Terms,

Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if

Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise

performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent,

files a petition for bankruptcy or commences or has commenced against it proceedings relating to

bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

15. Waiver. No waiver by Seller of any of the provisions of this Agreement is

effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or

delay in exercising, any right, remedy, power, or privilege arising from this Agreement operated or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy,

power, or privilege hereunder precludes any other or further exercise thereof or the exercise of

any other right, remedy, power, or privilege.

16. Confidential Information. All non-public, confidential or proprietary information

of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings,

documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by

Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other

form or media, and whether or not marked, designated or otherwise identified as “confidential”

in connection with this Agreement is confidential, solely for the use of performing this

Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing.

Upon Seller’s request, Buyer shall promptly return all documents and other materials received

from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This

Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the

time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third

party.

17. Force Majeure. No party shall be liable or responsible to the other party, or be

deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling

or performing any term of this Agreement, when and to the extent such failure or delay is caused

by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control,

including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (

acts of God; ( flood, fire, earthquake, or explosion; ( war, invasion, hostilities (whether war is

declared or not), terrorist threats or acts, riot or other civil unrest; ( government order, law, or

action; ( embargoes or blockades in effect on or after the date of this Agreement; and ( national

or regional emergency. The Impacted Party shall give notice within 5 days of the Force Majeure

Event to the other party, stating the period of time the occurrence is expected to continue. The

Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such

Force Majeure Event are minimized. The Impacted Party shall resume the performance of its

obligations as soon as reasonably practicable after the removal of the cause. In the event that the

Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following

written notice given by it under this Section, the other party may thereafter terminate this

Agreement upon 3 days’ written notice.

18. Assignment. Buyer shall not assign any of its rights or delegate any of its

obligations under this Agreement without the prior written consent of Seller. Any purported

assignment or delegation in violation of this Section is null and void. No assignment or

delegation relieves Buyer of any of its obligations under this Agreement.

19. Relationship of the Parties. The relationship between the parties is that of

independent contractors. Nothing contained in this Agreement shall be construed as creating any

agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary

relationship between the parties, and neither party shall have authority to contract for or bind the

other party in any manner whatsoever.

20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties

hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable

right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

21. Governing Law. All matters arising out of or relating to this Agreement are

governed by and construed in accordance with the internal laws of the State of Florida without

giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or

any other jurisdiction) that would cause the application of the laws of any jurisdiction other than

those of the State of Florida.

22. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or

relating to this Agreement shall be instituted in the federal courts of the United States of America

or the courts of the State of Florida in each case located in the City of Fort Lauderdale and

County of Broward, and each party irrevocably submits to the exclusive jurisdiction of such

courts in any such suit, action, or proceeding.

23. Notices. All notices, requests, consents, claims, demands, waivers, and other

communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at

the addresses set forth on the face of the Sales Confirmation or to such other address that may be

designated by the receiving party in writing. All Notices shall be delivered by personal delivery,

nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of

transmission), or certified or registered mail (in each case, return receipt requested, postage

prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon

receipt of the receiving party, and (b) if the party giving the Notice has complied with the

requirements of this Section.

24. Severability. If any term or provision of this Agreement is invalid, illegal, or

unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect

any other term or provision of this Agreement or invalidate or render unenforceable such term or

provision in any other jurisdiction.

25. Survival. Provisions of these Terms which by their nature should apply beyond

their terms will remain in force after any termination or expiration of this Agreement including,

but not limited to, the following provisions: Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.