These Terms and Conditions May Change:
LVL Xlll, reserves the right to update or modify these Terms and Conditions at any time without prior notice.

Governing Terms
Products and services offered for sale by LVL Xlll, Inc. ("Seller") are sold subject to the terms and conditions stated herein. These terms and conditions shall apply to the sale of all products and/or services described in the LVL Xlll, Sales and/ or Purchase Orders, Invoices, or other contract documentation to which these terms and conditions are attached or incorporated by reference. Except as expressly agreed by an authorized Officer of LVL Xlll  in writing, no other terms and conditions, including any terms and conditions attached to, or contained within, Buyer's  acknowledgment, purchase order or other contract documentation shall apply. Buyer's acceptance of the products or services delivered by LVL Xlll shall constitute an affirmation by Buyer that the terms and conditions set forth herein govern the purchase and sale of the goods or services. THE TERMS OF THIS CONTRACT SHALL SUPERSEDE ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS PROPOSED BY BUYER OR CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.

Prices, Taxes and Payment
Minimum Order Requirements of LVL Xlll, are to be adhered to unless specified by an officer, and as such all orders should follow the four style minimum, at a (2) per style, per size ratio, Prices are firm unless otherwise agreed to in writing,   LVL Xlll reserves the right to change the prices and specifications of its products at any time without notice. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event LVL Xlll is required to prepay any such fee, Buyer will reimburse LVL Xlll, Immediately unless LVL Xlll, chooses to waive such fee. Payment terms shall be net 30 days after shipment by LVL Xlll.  An interest charge equal to 1 1/2% per month (18% per year) will be added to invoices outstanding beyond 30 days after shipment. In addition LVL Xlll reserves the right to require pre-paid payment terms from any Buyer whose account is new or overdue for a period of more than 60 days or who has an, unsatisfactory credit or payment record. LVL Xlll may also refuse to sell to any person until overdue accounts are paid in full.

Delivery/Shipment and Fulfillment
LVL Xlll shipments are FOB our New York Fulfillment Center, and will make every effort to ship the products or provide the services hereunder in accordance with the anticipated delivery date, however, LVL Xlll accepts no liability for any losses, or for any general, special or consequential damages arising out of delays in delivery, caused by incidents we have no control of, (i.e. customs, lost items inclement weather etc.). Shipping charges vary depending on locations, all shipment costs shall be paid by Buyer, and if prepaid by LVL Xlll, the amount thereof shall be reimbursed, typically shipping  cost are 8-12% of the total order, plus any tariffs that apply. Lead Times are generally between 45-60 days, after payment of product.  The Customer must, within 5 days of being notified of their availability, collect or accept delivery of the Goods and pay the balance of the invoice price.  If the Customer fails to collect the Goods or accept delivery within 21 days of being notified of their availability, the Company may terminate this contract, keep the deposit and resell the Goods. In addition the Company reserves the right to charge the Customer storage on goods not collected or delivered within 5 days of notification of their availability at the rate of $35.00 per week or part thereof. The Company reserves the right to deliver the Goods in whole or in instalments, as well as to deliver prior to the date for delivery and, in such event; the Customer must not refuse Delivery. Any failure on the part of the Company to deliver instalments within any specified time does not entitle the Customer to repudiate the contract with regard to the balance remaining.  Seller’s delivery dates are estimates only and Seller shall not be liable to Buyer for delivery delays or failure to perform hereunder for reasons beyond Seller’s control. Buyer shall have no right to cancel any order for late delivery

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Title
Title to the products shall remain with LVL Xlll until the occurrence of the following events: a) when the point of origin of the shipment is within the country of destination, upon the shipment of the products from the LVL Xlll facility; b) when the point of origin of the shipment is not within the country of destination, upon the arrival of the products at the Port of Entry of the destination country.
 

Risk of Loss
The risk of loss or damage to the products shall be assumed by Buyer upon the occurrence of the following events: a) when the point of origin of the shipment is within the country of destination, upon the shipment of the products from the LVL Xlll facility; b) when the point of origin of the shipment is not within the country of destination, upon the arrival of the products at the Port of Entry of the destination country.

Inspection
Buyer shall be responsible for inspecting all products shipped, within the timeframe given, If Buyer has not given LVL Xlll written notice of rejection within 5 days following shipment to Buyer, the products shall be deemed to have been accepted by Buyer. 

Disclaimer of Express and Implied Warranties
LVL Xlll products shall be covered by the applicable standard warranty. NO OTHER EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO OUR PRODUCTS. LVL Xlll EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to the Buyer is merely illustrative of the general type and quality of goods and does not represent that the products will conform to the model or sample. Buyer's remedies under LVL Xlll s' warranty shall be limited to repair or replacement of the product or component thereof which failed to conform to LVL Xlll s' warranty.

Returned Goods and Cancellation
No products shipped under this Contract may be returned without the express prior authorization of LVL Xlll. All returns of products are subject to a restocking charge. No returns will be authorized after 30 days following shipment to Buyer. There is a 20% restocking fee based on the total order, on all authorized returns, that were shipped as ordered. Authorized returns must be accompanied by a letter authorizing the return. Buyer is responsible for all shipping cost involved with return, unless the return is specifically a part of a claim received within the appropriate timeframe. No claims will be considered if LVL Xlll is not notified within the five day margin after receipt of product.  All claims are settled with in a thirty day window from the time our claims department logs in receipt of articles in question. In the event a Buyer requests that an order for products, which it has placed with LVL Xlll be cancelled prior to shipment, and with which request LVL Xlll agrees, Buyer shall be liable to LVL Xlll for all costs incurred by LVL Xlll as a result of such cancellation, including but not limited to, cancellation costs to suppliers and unreimbursed advances on goods, if any, together with any specifically identifiable incidental and consequential expenses.

LVL Xlll Agents
No agent, employee or other representative has the right to modify or expand LVL Xlll s' standard warranty applicable to the product(s) or to make any representations as to the product(s) other than those set forth in LVL Xlll s' product literature and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of this Contract.  LVL Xlll Agents and/ or Buyers represent that they will not knowingly export, either directly or indirectly, any product or service to any country for which approval is required, without the prior written approval of the office of Export Administration of the U.S. Dept. of Commerce or any other applicable U.S. Government Agency.

Performance and Ownership
Unless otherwise agreed to in writing, LVL Xlll reserves the right to make design changes which LVL Xlll believes will improve its products. LVL Xlll shall charge Buyer for actual quantities ordered, if the actual order can be fulfilled within 60 days of final payment. LVL Xlll performance shall be excused in the event of strikes, accidents, fires, unavailability of materials and all other causes beyond the control of LVL Xlll. All tools, dies, and patterns produced by or at the request of LVL Xlll, or otherwise utilized by LVL Xlll in the production of any products sold to Buyer, shall remain the exclusive property of LVL Xlll. LVL Xlll reserves the right to advertise and/or sell any of the foregoing items and any of its products produced therewith, unless otherwise specifically agreed to in writing by an authorized representative of LVL Xlll.

Limitation of Liability
In no event shall LVL Xlll (including its affiliates and subsidiaries) be liable for anticipated or lost profits or for special, punitive, indirect, incidental, or consequential damages. LVL Xlll s' total liability on any claim of any kind for any loss or damage whatsoever arising out of or in connection with or resulting from this Contract or from the performance or breach thereof shall in no case exceed the price allocable to the products  or units thereof which gives rise to the claim. LVL Xlll is a wholesale luxury sneaker and accessory Merchant and cannot foresee delays are interventions that delay or hinder fulfillment, and shall not be liable or considered in breach, due to matters beyond their control, (i.e. transport stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, Riots or civil commotion, intervention or public authority, explosion or accident).
 

Right to Enter Premises

 In any of the circumstances referred to in this contract,  where LVL Xlll has not received payment after several attempts the Customer:(a) authorizes the Company by itself, its agents or representatives at all reasonable times,

Without notice, to enter onto (with force if reasonably necessary) and to remain in and

On any premises where the Goods are located in order to collect the Goods, without

Being guilty of any manner of trespass; and

(b) Assigns to the Company all the Customer’s rights to enter onto and remain in and on

Such premises until all the Goods have been collected.

Assignment, Modifications, and Waivers
Buyer shall not assign its rights or its obligations under this Contract without the written consent of LVL Xlll. This Contract may be modified, and any breach hereunder may be waived, only in writing, and by an administrative officer, with the power to do so. There is no addendum or alterations and this contract stands as is.
 

Governing Law and Arbitration
This Contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the State of New York.
Any and all disputes or controversies arising under, out of or in connection with this Contract or the sale or performance of the products or services shall be resolved by final and binding arbitration in New York under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of the terms or conditions of this Contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the state of New York or in the United States District Court ,whose jurisdiction for such purposes LVL Xlll and any and all Buyers each hereby irrevocably consent and submit.

General Provisions
The failure of LVL Xlll to enforce at any time any of the provisions of this Contract, to exercise any election or option provided herein, or to require at any time performance by Buyer of any of the provisions herewith shall in no way be construed to be a waiver of any such provisions, or the right of LVL Xlll thereafter to enforce each and every such provision. This Contract contains the complete and exclusive statement of the agreement between the parties in connection with the subject products and/or services and supersedes any previous understandings, communications, commitments, or agreements, oral or written. Buyer warrants that it has not offered or given and will not offer or give to any employee, agent or representative of LVL Xlll any gratuity with a view toward influencing such person with respect to the terms, conditions or performance of this Contract or any contracts with LVL Xlll.  LVL Xlll and Buyer are independent of each other; neither is an agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. Any provision of this Contract that is invalid or unenforceable under applicable laws with respect to a particular party or circumstance will be severed from this Contract with respect to such party or circumstance without invalidating the remainder of this Contract or the application of such provision to other persons or circumstances. The headings used in this Contract have no legal effect.