Passport Terms and
Conditions

These terms and conditions of sale are the terms and conditions upon which PALOi advisors, Inc., by and through its third-party affiliates (together “PALOi advisors”) make all sales. PALOi advisors will not accept any other terms and conditions of sale, unless Buyer and PALOi advisors have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

2. Price and Payment

Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. PALOi advisors’s prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to PALOi advisors prior to shipment if they are to be honored.

Payment Terms: Unless otherwise specified, the payment terms are COD. PALOi advisors, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any “net” payment provisions specified on the invoice, PALOi advisors shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by PALOi advisors at any time and without prior notice. PALOi advisors retains (and Buyer grants to PALOi advisors by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest.

Collections: In the event the sales invoice shall be placed by PALOi advisors in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing PALOi advisors’s security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney’s fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor’s rights proceedings.

Currency: If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due PALOi advisors is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Buyer in local currency or the receipt by PALOi advisors of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for PALOi advisors to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer’s country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to PALOi advisors by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars shall be the responsibility of Buyer.

4. General

These terms and conditions and all related schedules and exhibits constitute the final, complete and exclusive agreement of the parties with respect to all sales by PALOi advisors to Buyer and supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and PALOi advisors have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of each party in the United States. Any waiver by PALOi advisors of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Florida. The venue for any disputes arising out of any sales agreement shall be, at PALOi advisors’s sole and exclusive option, Pinellas County, Florida or the courts with proper jurisdiction at Buyer’s location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.