Wholesale Purchase Agreement

Mexi-Land, Inc. Sale and Purchase Agreement 

This is the sale and purchase agreement between Mexi-Land, Inc. and Customer. Each party shall be referred to as “Party” and collectively they shall be referred to as “Parties”. 

1. CONSIDERATION: In consideration for the sales of goods, Customer accepts the full terms and conditions of this Sales Agreement. 

2. TERM CHANGES: Unless otherwise expressly changed by an officer of the Seller in confirmation documents, packing slip, bill of lading, and/or invoice, this Sales Agreement and/or on the Seller’s Website (see below) contain the terms of the agreement between the Parties now and until Seller’s officer agrees in writing to change it. 

3. F.O.B.: Prices and selling terms of all products purchased by Customer are F.O.B. Mexi-Land, Inc. warehouses in City of Industry, CA, or Laredo, TX. Unless otherwise noted by authorized officer of Seller in writing, Customer assumes all risks as to the products from the F.O.B. point and Customer is responsible for all shipping charges (if any). 

4. AUTHORIZATION TO CHANGE: Sales personnel and independent sales representatives of Seller are not authorized to bind Seller to any agreement outside of the terms mentioned in this Sales Agreement. 

5. LIEN BY SELLER: Seller, at Seller’s sole choice, may retain a lien on the products sold until Customer makes full payment to Seller. 

6. CLAIMS: All claims for short shipment must be made, in writing, within three (3) calendar days after the receipt of goods. 

7. RETURNS: All returns are subject to prior written approval by Seller. Customer must request a Credit Request Form from Seller and then obtain a Return Authorization (“RA”) number. Customer is responsible for all return shipping charges. No returns will be accepted without a filled-out Credit Request Form and an RA number. Custom orders are not returnable. 

8. RESALE ONLY: All products shipped are for resale purpose only. 

9. ATTORNEY FEES: Should litigation be required to enforce any of the terms of the sales to Customer, the prevailing party is entitled to reasonable attorney’s fees and all costs associated with litigation, arbitration, and pre-litigation matters. 

10. REMEDY: THE PARTIES AGREE THAT THE SOLE AND EXCLUSIVE REMEDY FOR NONCONFORMING GOODS SHALL BE REPLACEMENT OF DEFECTIVE GOODS OR REFUND OF THE PURCHASE PRICE TO CUSTOMER AT SELLER’S SOLE OPTION. The parties acknowledge that the price of Seller’s products would be much greater if Seller undertook more extensive liability. 

11. VENUE AND LAWS: This sale and Sales Agreement are subject to the laws of the State of California and any claims made by either party must be filed in Los Angeles Superior Court in Los Angeles, California. Customer expressly waives any right to venue selection. 

12. ASSIGNMENT: Seller retains the right to assign payment for the products to anyone it chooses as long as such assignment is in writing and provided to Customer. 

13. INVALIDITY: If one or more of the terms and conditions of this Sales Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining terms and conditions shall remain in full effect. 

14. RULE OF CONSTRUCTION: The Parties agree that each Party has reviewed this Sales Agreement and Invoice terms and have had an opportunity to propose revisions or corrections. It is agreed that any rule of construction, to the effect that ambiguities are to be resolved against the drafting Party, shall not apply in any interpretation of this Sales Agreement.