Master Sales Agreement

(a.) Products and Services Offered.      Sunshine Pet Supplies agrees to sell to Customer those products and services as described in the Schedule(s) attached hereto and made a part hereof (the “Schedules”). The availability of all products and services is subject to change upon notice by Sunshine Pet Supplies. Customer agrees to pay all charges associated with Sunshine Pet Supplies’ provision of such products and services in accordance with the payment provisions contained herein. To the extent that any provision in any Schedule conflicts with this Agreement, the Schedule shall control. The parties agree to negotiate in good faith to add other products and services offered by Sunshine Pet Supplies to this Agreement from time-to-time upon terms and conditions as are mutually agreed by the parties, such terms and conditions to be added to this Agreement by written addendum executed by both parties.

(b.) Term.      The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter (the “Initial Term”). This Agreement shall be automatically extended after the Initial Term for successive consecutive terms of one (1) year (a “Renewal Term”) unless either party gives written notice of termination at least ninety (90) days prior to the expiration of the term in effect or unless otherwise terminated in accordance with the termination provisions hereof. The Initial Term and any Renewal Terms are sometimes collectively referred to herein as the "Term".

(a.) Purchase Orders.     Customer shall initiate all an order to purchase the products or services (each a “Purchase Order”) in written form by filling out the Purchase Order in substantially the form attached hereto as Exhibit A. By placing a Purchase Order, Customer makes an offer to purchase the products and/or services pursuant to the terms and conditions of this Agreement, the Purchase Order, and on no other terms. Except with respect to the Purchase Order, any variations made to the terms and conditions of this Agreement by Customer in any Purchase Order are void and have no effect.

(b.) Sunshine Pet Supplies’ Right to Accept or Reject Purchase Order.     Sunshine Pet Supplies has the right, in its sole discretion, to accept or reject any Purchase Order. Sunshine Pet Supplies may accept any Purchase Order by confirming the order (whether by written confirmation, invoice, or otherwise) or by delivering such products or services, whichever occurs first. No Purchase Order is binding on Sunshine Pet Supplies unless accepted by Sunshine Pet Supplies as provided in this Agreement.

(c.) Cancellation of Individual      Transactions. Sunshine Pet Supplies may, in its sole discretion, without liability or penalty, cancel any Purchase Order for any or no reason whatsoever; provided, however, that any money paid by Customer to Sunshine Pet Supplies shall be refunded upon cancellation.

(D.) Payment.      Customer hereby authorizes Sunshine Pet Supplies to sweep its designated account by ACH debit (the “ACH Debit”) or charge Customer’s credit card on file with Sunshine Pet Supplies upon acceptance of a Purchase Order. Promptly after execution of this Agreement (but in any event before implementation of this Agreement), Customer shall complete, execute and deliver to Sunshine Pet Supplies all forms necessary for Sunshine Pet Supplies to accept payment. Any failure by Sunshine Pet Supplies to perform an ACH Debit or to charge a credit card as authorized hereunder shall not be construed in any manner as a waiver of the Customer’s obligation to pay any amounts due hereunder. All amounts due by Customer to Sunshine Pet Supplies shall be paid without any deduction, revision or set-off whatsoever. In the event that adequate funds are not available at the time of any payment, in addition to any other rights available in this Agreement or at law or in equity, all unpaid amounts shall be subject to a late fee equal to the greater of one and one-half percent (1.5%) per month of the total unpaid balance or five percent (5%) of such unpaid balance. Additionally, Customer shall be liable to Sunshine Pet Supplies for all banking charges or fees incurred by Sunshine Pet Supplies as a result of any failed or rejected payment attempts in connection with Customer’s designated account.

(e.) Billing Disputes.     Customer shall have the right to reasonably dispute any of the charges contained in a reconciliation or an invoice for a period of thirty (30) days after the date of the reconciliation or invoice (the “Reconciliation Date”), provided that: (i) Sunshine Pet Supplies receives payment in full for all charges on or before the date such payment is due, (ii) Customer presents a written statement of the purported billing discrepancies to Sunshine Pet Supplies in reasonable detail on or before the thirtieth (30th) day after the Reconciliation Date, and (iii) Customer negotiates in good faith with Sunshine Pet Supplies for the purpose of resolving such dispute. In the event such dispute is mutually agreed upon and resolved in favor of Customer, Customer will receive a credit for the disputed charges. Sunshine Pet Supplies shall not be obligated to consider any Customer notice of any billing discrepancies which are received by Sunshine Pet Supplies more than thirty (30) days after the Reconciliation Date.

(f.) Shipping Charges, Insurance, and Taxes.      Customer shall pay for, and shall hold Sunshine Pet Supplies harmless from, all shipping charges and insurance costs. In addition, all prices for goods and services are exclusive of, and Customer is solely responsible for and shall pay, and shall hold Sunshine Pet Supplies harmless from, all taxes with respect to, or measured by, the manufacture, sale, shipment, use, or price of the goods or services (including interest and penalties thereon).

(a.) Shipment.      Unless expressly agreed to by the parties in writing, Sunshine Pet Supplies shall select the method of shipment of, and the carrier for, the products and services. Sunshine Pet Supplies may, in its sole discretion, without liability or penalty, make partial shipments of products to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of a Purchase Order.

(b.) Delivery.      Unless expressly agreed to by the Parties in any Purchase Order, Sunshine Pet Supplies shall deliver the products and services to the Delivery Location, using Sunshine Pet Supplies’ (or manufacturer's, as the case may be) standard methods for packaging and shipping such products and services.

(c.) Late Delivery.      Any time quoted by Sunshine Pet Supplies for delivery is an estimate only. Sunshine Pet Supplies is not liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery. No delay in the shipment or delivery of any products and services relieves Customer of its obligations under this Agreement, including without limitation accepting delivery of any remaining installment(s) of products and services.

(d.) Packaging and Labeling.      Sunshine Pet Supplies shall properly pack, mark, and ship products and services and provide Customer with shipment documentation showing the Purchase Order number, Sunshine Pet Supplies' identification number for the subject products and services, the quantity of pieces in shipment, the number of cartons or containers in shipment, Sunshine Pet Supplies' name.

(e.) Inspection.      Customer shall inspect the products and services within three (3) days of receipt ("Inspection Period") of the products and either accept or, if such products are damaged or products not ordered on the applicable Purchase Oder (“Nonconforming Products”), reject such products. Customer will be deemed to have accepted the products unless it notifies Sunshine Pet Supplies in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as required by Sunshine Pet Supplies. If Customer timely notifies Sunshine Pet Supplies of any Nonconforming Products, Sunshine Pet Supplies shall determine, in its sole discretion, whether the products and services are Nonconforming Products. If Sunshine Pet Supplies determines that the products are Nonconforming Products, it shall, in its sole discretion, if such products are Nonconforming Products, (i) replace such Nonconforming Products with conforming products, or (ii) refund the price for such Nonconforming Products, together with all shipping and handling expenses incurred by Customer in connection therewith; or

(f.) Customer shall ship, at Sunshine Pet Supplies' expense, the Nonconforming Products to Sunshine Pet Supplies' facility located at 8356 Pines Blvd, Pembroke Pines, FL 33024. If Sunshine Pet Supplies exercises its option to replace Nonconforming Products, Sunshine Pet Supplies shall, after receiving Customer's shipment of Nonconforming products and services, ship to Customer, at Customer's expense and risk of loss, the replaced products to a location designated by Customer.

(g.) CUSTOMER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE CUSTOMER'S EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING GOODS.

(h.) Limited Right of Return.      Except as provided under this Section, Customer has no right to return products and services purchased under this Agreement to Sunshine Pet Supplies.

(a.) Warranties.      SUNSHINE PET SUPPLIES MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CUSTOMER, ITS CUSTOMERS OR TO ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OF ANY PRODUCTS AND SERVICES, OR MATERIALS PROVIDED UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, SUNSHINE PET SUPPLIES SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, ANY DAMAGES CLAIMED FOR LOSS OF INCOME, REVENUE, OR PROFITS OR FOR LOSS OF GOODWILL) ARISING FROM OR RELATED TO IN ANY MANNER ANY PRODUCTS, SERVICES, OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT. UNLESS OTHERWISE EXPRESSLY INDICATED, NONE OF THE UNDERLYING PRODUCTS ARE PROVIDED BY SUNSHINE PET SUPPLIES. UNDER NO CIRCUMSTANCES SHALL SUNSHINE PET SUPPLIES BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, INJURY OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS OR DELAYS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS AND SERVICES OR USE OF ANY PRODUCTS OR SERVICES.

(b.) Maximum Liability.      EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, SUNSHINE PET SUPPLIES’ 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, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SUNSHINE PET SUPPLIES PURSUANT TO THIS AGREEMENT IN THE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c.) ASSUMPTION OF RISK.      WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SUNSHINE PET SUPPLIES, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS.

(a.) Convenience.      Except for Customer's obligation to pay all amounts when due hereunder, either party may terminate this Agreement upon at any time within thirty (30) days after receiving written notice thereof from the other party.

(b.) Failure to Pay.      Sunshine Pet Supplies shall have the right to terminate this Agreement if Customer fails to pay Sunshine Pet Supplies any and all amounts due hereunder; provided however, that Sunshine Pet Supplies provides Customer with written notice of its failure to pay, and Customer fails to cure such failure within five (5) days after its receipt of Sunshine Pet Supplies’ written notice.

(c.) Accrued Rights.      No termination of this Agreement shall affect any accrued rights or obligations of either party as of the effective date of such termination, nor shall it affect any rights or obligations of either party, which are intended by the parties to survive any such termination.

(a.) Proprietary Information/Non-Disclosure.      Except as expressly set forth below in this Section, Sunshine Pet Supplies and Customer shall maintain in confidence the terms of this Agreement, any Purchase Orders, or any exhibits and addendums hereto and thereto. It is expected that pursuant to discussions which have taken place prior to and following the Effective Date of this Agreement, the parties may disclose to one another certain information, as defined herein, which is considered by the disclosing party to be Proprietary Information (as hereinafter defined). “Proprietary Information” is defined as any information, communication or data, in any form, including, but not limited to oral, written, graphic or electronic forms, models or samples, which the disclosing party identifies as confidential or which is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information, communication or data against unrestricted disclosure or use, including without limitation, business information, financial data and marketing data. All Proprietary Information shall remain the sole property of the disclosing party and its confidentiality shall be maintained and protected by the receiving party with the same degree of care as the receiving party uses for its own confidential and proprietary information, but in no event, less than a reasonable degree of care. The receiving party shall not use the Proprietary Information of the other party except as necessary to fulfill its obligations under this Agreement, nor shall it disclose such Proprietary Information to any third party without the prior written consent of the disclosing party. The restrictions on the use or disclosure of any Proprietary Information shall not apply to any Proprietary Information: (i) after it has become generally available to the public without breach of this Agreement by the receiving party; (ii) is rightfully in the receiving party's possession prior to disclosure as evidenced by competent written proof; (iii) is independently developed by the receiving party without reliance on the Proprietary Information; (iv) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (v) is disclosed under operation of law. In the event the receiving party is required to disclose any Proprietary Information under operation of law, the receiving party shall: (i) give prior written notice of such disclosure to the disclosing party; (ii) limit such disclosure to the extent practicable; and (iii) make such disclosure only to the extent so required. The confidentiality obligations of the parties herein shall be effective during the Term and for a period of two (2) years from the expiration or termination of this Agreement. Notwithstanding the foregoing, the parties shall maintain the secrecy and confidentiality of any trade secrets of either party indefinitely so long as they remain trade secrets.

(b.) No waiver of rights.      Failure of either party at any time to require the other party’s performance of any obligation under this Agreement shall not affect the right to require performance of this obligation. Any waiver by either party of any breach of any provision hereof shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver of modification of any right under this Agreement.

(c.) Governing Law.      This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, regardless of conflict of law principals. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Florida located in Broward County or in the United States District Court for the Southern District of Florida, for the purposes of any suit, action or other proceeding arising out of this Agreement or the subject matter hereof brought by any party hereto; and hereby waive and agree not to assert as a defense or otherwise, in any such suit action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such court.

(d.) Force Majeure.      Sunshine Pet Supplies shall be excused from performance of this Agreement, or any obligation hereunder, if and to the extent its performance or obligation is either directly or indirectly prevented, restricted, or interfered with by reason of fire, flood, earthquake or like acts of God, wars, revolution, civil commotion, explosion, fiber cuts, acts of public enemy, embargo, acts of the government in its sovereign capacity, labor difficulties, including without limitation, strikes, slowdowns, picketing, or boycotts, unavailability of equipment from vendor, failure of equipment, delays or non-performance of suppliers or carriers, changes requested by Customer, or any other circumstances beyond the reasonable control and without the fault or gross negligence of Sunshine Pet Supplies. Sunshine Pet Supplies shall provide Customer verbal notification of any "force majeure" event which may affect Sunshine Pet Supplies’ ability to perform its obligations under this Agreement.

(e.) Indemnification.      Customer agrees to defend, hold harmless, and indemnify Sunshine Pet Supplies and its affiliates, directors, officers and employees (“Sunshine Pet Supplies Indemnified Parties”), from and against all claims of any third-party (and all liabilities associated therewith, including reasonable attorneys’ fees and the expenses of litigation) threatened, asserted or filed (collectively, “Third Party Claims”) against any Sunshine Pet Supplies Indemnified Party, to the extent that any Third Party Claim arises out of or relates to (i) any breach of this Agreement by Customer or (ii) any acts or omissions of Customer.

(f.) Severability.      The invalidity or unenforceability of any one or more of the words, phrases, sentences, clauses, or sections contained in this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement or any part of any provision, all of which are inserted conditionally on their being valid in law, and in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid or unenforceable, this Agreement shall be construed as if such invalid or unenforceable word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted or shall be enforced as nearly as possible according to their original terms and intent to eliminate any invalidity or unenforceability. If any invalidity or unenforceability is caused by the length of any period of time or the size of any area set forth in any part of this Agreement, the period of time or area, or both, shall be considered to be reduced to a period or area which would cure the invalidity or unenforceability.

(g.) Attorneys’ Fees.      In the event of any litigation or Proceeding, including appeals, with regard to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable fees, costs, and expenses of counsel at each level of any Proceeding, including, without limitation, pre-trial, trial and appellate levels, and in connection with any dispute as to the entitlement or reasonableness of such fees, or in furtherance of collecting such fees.

(h.) Assignment.      Customer may not assign its rights, obligations or liabilities under this Agreement to any other party without the prior written consent of Sunshine Pet Supplies, which consent shall not be unreasonably withheld. At any time, Sunshine Pet Supplies may assign its rights, obligations or liabilities under this Agreement to any other party, without the consent of Customer, provided that the assignee or delegee of such rights, obligations or liabilities agrees to perform fully all of Sunshine Pet Supplies’ obligations under this Agreement.

(i.) No Agency/Independent Contractor Status.      This Agreement does not create an employer-employee relationship between Customer and Sunshine Pet Supplies. Nothing in the Agreement will be construed to create, authorize or constitute a partnership, joint venture or agency relationship of any kind. Neither party shall have the authority to bind the other to any obligation or liability except as provided in this Agreement.

(j.) Customer's Representations.      Customer shall not make any representation to any person or entity with respect to the products and services provided hereunder that goes beyond the representations made by Sunshine Pet Supplies herein or in any marketing materials that Sunshine Pet Supplies may provide to Customer.

(k.) Amendment.      This Agreement may be amended or modified only by an instrument in writing signed by authorized representatives of the parties hereto.

(l.) Headings/Counterparts.      The headings of the items and sections contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify the meaning of such items and sections. The preamble to the Agreement, including the designation of the parties and the various Whereas clauses, are incorporated herein as a substantive portion of the Agreement, just as if they were numbered sections. Any number of counterparts of this Agreement may be signed and delivered and each shall be considered an original and together they shall constitute one agreement.

(m.) Corporate Authority.      Each of the parties represents and warrants that the individual executing this Agreement on their behalf has the full corporate power, authority and right to enter into this Agreement and to perform the acts contemplated herein.

(n.) Conflicts Between Agreements.      In the event of a conflict between the provisions of this Agreement and any other agreement to which Sunshine Pet Supplies and Customer are parties, this Agreement shall control.

(o.) Survival.      The representations, warranties and covenants of the parties hereto shall survive the expiration or termination of this Agreement, subject to any express limitations on survivability contained in this Agreement.

(p.) No Third-Party Beneficiary Rights.      The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and each party’s successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. No third party, whether a customer of Customer or otherwise, may enforce or rely upon any obligation of, or the exercise of or failure to exercise any right of, Customer or Sunshine Pet Supplies in this Agreement.

(q.) Entire Agreement.      This Agreement sets forth the entire understanding and supersedes prior agreements between the parties relating to the subject matter contained herein and merges all prior discussions between them, and neither party shall be bound by any definition, condition, provision, representation, warranty, covenant or promise other than as expressly stated in this Agreement or as it contemporaneously or subsequently set forth in writing and executed by a duly authorized officer or representative of the party to be bound thereby.