BUYER TERMS AND CONDITIONS ACCEPTANCE:
Milk + Body, LLC (hereinafter referred to as “Milk + Body" and/or "Seller") acceptance of your (the
“Buyer”) application and wholesale orders is expressly made conditional on Buyer's agreement to these
terms and conditions. Buyer must read and agree to these conditions by checking the assigned box in the
online Wholesale Application.
The terms and conditions set forth on this wholesale application, order confirmation and/or invoice will
govern ALL transactions between the Buyer and the Seller. Seller specifically rejects any terms or
provisions which set any standards, specifications or damages related to quality and time of delivery or
which contradict or purportedly claim to supersede these terms and conditions.
By requesting Milk + Body to supply Goods to you, you acknowledge and agree (or you are deemed to
acknowledge and agree) to these Wholesale Terms and Conditions.
1. Minimums
Order minimum: *$125 USD
MOQ: For each SKU ordered, the case size is specified and must be adhered to.
*Before associated shipping & handling costs
Shipping: Buyer is responsible for all shipping & handling costs and will be charged at the time the order
is placed.
2. Payment & Order Transactions
2.1 Unless otherwise agreed to in writing, payment for the Goods shall be made at the time the order is
placed via online Wholesale Portal.
2.2 Milk + Body may refuse to accept or cancel any order or delivery of Goods at any time by giving
written notice to Buyer. Milk + Body shall not be liable for any loss or damage whatsoever arising from
such cancellation. At the discretion of Milk + Body, a credit memo and/or refund - in this instance only,
will be processed.
2.3 Once Buyer submits an order, it cannot be canceled by Buyer. All sales are final.
2.4 Any variation to any order must be agreed to in writing. The total price may alter as a result of any
variation, and Buyer agrees to pay any increase.
2.5 Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20%
restocking/cancellation fee. Restocking fees will be charged to your credit card on file at the time of the
transaction.
2.6 No refunds will be processed. When applicable, a credit memo will be issued to be used towards a
future order or invoice.
2.7 Ownership of the Goods shall pass to Buyer when Goods are scanned as accepted by shipping carrier.
3. Duties/Taxes/Fees
3.1 All export and import documentation, licenses, duties, taxes or other obligations or costs relating to
the delivery of the Goods shall be the Buyer’s responsibility.
4. Sale of Goods & MSRP
4.1 Buyer acknowledges that they are acquiring the Goods for the purposes of trade or business only.
4.2 Any resale of Milk + Body products on public forums such as Amazon.com, Ebay.com, Etsy.com or
any other site except that which belongs to Buyer and is disclosed in Wholesale Application is expressly
prohibited. Milk + Body shall have sole discretion to determine what public forums, if any, are eligible for
Buyer resale.
4.3 The Goods must be sold at the recommended retail price or higher (as outlined by Milk + Body)
unless the Goods are advertised as being “on sale” or the equivalent for a limited time.
4.4 Private and White label: Buyer agrees to sell all Goods under the Milk + Body name with all provided
packaging intact in its original state. This includes all bulk items (i.e shower steamers etc) unless given
explicit, written permission otherwise. Any Buyer found selling items under a different name without
permission will be given one written warning to make corrections. If no corrections are made within one
week, Milk + Body will terminate the contract and fine the buyer the equivalent amount of mislabeled
product.
5. Handling of Goods & Shelf Life
5.1 Buyer agrees to handle and store goods in the recommended way as outlined below. Buyer
understands that any handling outside of this may result in damage to the product, which is not the
liability of the Seller.
Handling & Storing Goods:
● Carefully (many products are fragile) unpack order immediately upon receipt of Goods.
● Immediately store in a temperature-controlled space, between 55-72 degrees.
● Store out of direct sunlight.
● Store all products upright.
Shelf Life:
5.2 Buyer agrees to adhere to use-by dates on packaging and must remove all expired Goods from shelves
on or before use by date.
5.3 Goods must never, under any circumstances, be separated from Milk + Body branding unless given
explicit, wirtten permission to do so. All associated labeling, stickers, boxes, and any other packaging or
branding that comes with Goods must remain intact on each individual SKU. All branding must be visible
and remain uncovered by any unaffiliated sticker, label, box, or other branding.
5.4 Buyer is strictly prohibited from any attempts to market or pass Goods as their own or any other brand
but Milk + Body unless given express permission to sell private label.
6. Shipping & Risks
6.1 For orders within the United States:
Unless otherwise agreed to in writing, Milk + Body shall arrange delivery of the Goods to Buyer and
Buyer is responsible for the costs associated with delivery. Orders will be primarily shipped via UPS, but
sometimes USPS is used. While the delivery service utilized by Milk + Body may include insurance for
the Goods during transit, Milk + Body makes no representations and gives no warranties in respect to
such insurance and you will be responsible for obtaining any specific insurance you require in respect of
the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to
the carrier.
Buyer is solely responsible for providing accurate shipping address at checkout that can accept Goods via
shipping carrier at any time without issue. Any issues that arise pertaining to stolen or missing packages
are not the liability of the Seller.
Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale
orders.
6.2 For International orders:
Unless otherwise agreed to in writing, Buyer shall be responsible for the cost of transportation of the
Goods from the premises of Milk + Body. Risk in respect of the Goods shall pass to Buyer when the
Goods are made available to the delivery carrier. Buyer is responsible for obtaining insurance in respect of
the Goods from the time they are made available at the place of delivery (carrier).
7. Notice of Defects/Returns
7.1 The Buyer must make any claims of defects, including but not limited to those related to shortages,
quality, or specification, within the first 7 calendar days after receiving the Goods. The Seller cannot be
responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer
to inspect upon receipt that all Goods delivered match the items ordered / invoiced.
7.2 If a part of the order is delayed or if part of the order is defective or deficient, the order may only be
remedied for that part of the order.
8. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES
8.1 Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including
late delivery, at the time Buyer accepts the merchandise.
9. Returns
9.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects
exactly the items purchased and invoiced (See item #7 for Notice of Defects).
9.2 Purchases made by Buyer through Wholesale Milk + Body are ineligible for return. Under certain
conditions, exchanges may be made for unsatisfactory merchandise that is unused, unopened, and in
original packaging. Whether or not items are eligible for exchange is at the sole discretion of Milk +
Body. All exchanges must be initiated within 7 days of receipt of goods.
9.3 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in
shipping product back to Seller as well as the shipping of the new product to the Buyer. Buyer authorizes
Seller to sell any product that has been exchanged, rejected, or abandoned.
10. Modification of Goods
10.1 If Buyer modifies the goods, they are immediately ineligible for return or exchange. Once
merchandise is opened, used, or altered in any way, the Buyer cannot return or make a claim relating to
such merchandise.
11. Samples and Images
11.1 Unless otherwise expressed in writing, Milk + Body does not warrant that the quality, weight,
designs or color of the Goods corresponds to any specific description, image or sample.
12. Intellectual Property
12.1 You undertake to use the Brand Name and, if required by Milk + Body, Logo when advertising
Goods supplied by Milk + Body and anywhere where the Goods are described or named including on
websites, labels and invoices.
12.2 Milk + Body grants you a personal, non-exclusive, non-transferable, and non-assignable license to
use the Milk + Body Brand Name and, if applicable, Logo for the purposes mentioned above in this
section.
12.3 You must not use or permit the use of the Brand Name or Logo in any manner that would be
detrimental to or inconsistent with the good name, good will, reputation and image associated with the
Intellectual Property of Milk + Body.
12.4 The license in clause 12.2 may be revoked by Milk + Body by written notice to you.
13. Liability
Milk + Body takes measures to minimize tampering with products in the retail setting. Buyer accepts full
liability of any tampering done to products by customers, employees, or other parties, such as opening
product, using product, or otherwise. Milk + Body shall not be liable in these cases and will not replace or
refund product that has been tampered with in store or in the possession of the Buyer.
13.1 Milk + Body shall not be liable:
1. Where you have altered or modified the Goods, misapplied the Goods, not followed Milk +
Body’s instructions in respect to the Goods or have subjected them to unusual or
non-recommended use or handling;
2. For defects in any Goods manufactured by any Third Party;
3. For loss or damages caused wholly or partly by any factors beyond Milk + Body’s control,
including, without limitation, any loss or damage that occurs after Goods are transferred to Buyer,
or any loss resulting from a delay in production or supply of the Goods;
4. For any indirect or consequential loss of any kind
14. Exclusion of Implied Warranties
14.1 Milk + Body shall, to the extent permitted by applicable laws, and in respect of any legal basis for a
claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption
loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of
merchantability and fitness applying to the Goods sold by Seller. In any event, the maximum liability
shall be equal to repayment by Milk + Body to the Buyer of the payment made for the delayed or
defective part of the order.
15. Deterioration of Buyer's Credit
15.1 The Seller has the right, in addition to other Remedies provided by law, to terminate any delivery or
suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment
when the same becomes due. Should the Buyer's financial condition become unsatisfactory to the Seller,
the Seller may require cash payments or satisfactory securities for delivery of goods.
15.2 Milk + Body may terminate this agreement with immediate effect by giving written notice to you if:
1. you have failed to comply with a written notice given by Milk + Body specifying a breach of the
agreement and requiring you to remedy it within 14 days; or
2. being an individual, you are made bankrupt; or
3. being a company, you are placed in liquidation or receivership.
On termination, Milk + Body shall have the right to deal with the Goods at its absolute discretion.
16. Jurisdiction
16.1 Any transactions between the Buyer and the Seller are governed by the laws of the state of Michigan.
To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to
the jurisdiction of the courts of Midland, MI for any claims or controversies arising in the sale of Goods
by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer or its Guarantor in the
province or state of its domicile. However, the foregoing shall not in any way diminish or limit the
arbitration provisions set forth below.
17. Arbitration
17.1 AGREEMENT TO BINDING ARBITRATION
Milk + Body and Buyer agree that upon the demand of either party, any claim or dispute between Milk +
Body and Buyer and/or any of either parties' parent corporation's, successor entities, present and/or former
subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders,
directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be
determined by binding arbitration as set forth in this Agreement. Milk + Body and Buyer hereby covenant
not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to
all of the same remedies as those available for comparable actions in courts. The parties shall be entitled
to be represented by independent counsel of their choosing.
17.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF
RIGHT TO JURY TRIAL
Milk + Body and Buyer hereby acknowledge that they have read and understand the terms of this
Arbitration Agreement, and are voluntarily agreeing to its terms. Milk + Body and Buyer also understand
that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a
judge or jury trial.
17.3 COSTS OF ARBITRATION
The Parties shall each bear their own costs and attorney's fees in any arbitration proceeding, provided
however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's
fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any
remedy that may be ordered.
18. Amendments
18.1 These terms and conditions may be amended or replaced from time to time by Milk + Body. Any
order placed after such amendment is made will represent an agreement by you to be bound by the
amended terms and conditions.
AGREEMENT AND ACKNOWLEDGEMENT
Buyer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or
condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void,
or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect
and shall in no way be affected, impaired, or invalidated.
Milk + Body, LLC (hereinafter referred to as “Milk + Body" and/or "Seller") acceptance of your (the
“Buyer”) application and wholesale orders is expressly made conditional on Buyer's agreement to these
terms and conditions. Buyer must read and agree to these conditions by checking the assigned box in the
online Wholesale Application.
The terms and conditions set forth on this wholesale application, order confirmation and/or invoice will
govern ALL transactions between the Buyer and the Seller. Seller specifically rejects any terms or
provisions which set any standards, specifications or damages related to quality and time of delivery or
which contradict or purportedly claim to supersede these terms and conditions.
By requesting Milk + Body to supply Goods to you, you acknowledge and agree (or you are deemed to
acknowledge and agree) to these Wholesale Terms and Conditions.
1. Minimums
Order minimum: *$125 USD
MOQ: For each SKU ordered, the case size is specified and must be adhered to.
*Before associated shipping & handling costs
Shipping: Buyer is responsible for all shipping & handling costs and will be charged at the time the order
is placed.
2. Payment & Order Transactions
2.1 Unless otherwise agreed to in writing, payment for the Goods shall be made at the time the order is
placed via online Wholesale Portal.
2.2 Milk + Body may refuse to accept or cancel any order or delivery of Goods at any time by giving
written notice to Buyer. Milk + Body shall not be liable for any loss or damage whatsoever arising from
such cancellation. At the discretion of Milk + Body, a credit memo and/or refund - in this instance only,
will be processed.
2.3 Once Buyer submits an order, it cannot be canceled by Buyer. All sales are final.
2.4 Any variation to any order must be agreed to in writing. The total price may alter as a result of any
variation, and Buyer agrees to pay any increase.
2.5 Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20%
restocking/cancellation fee. Restocking fees will be charged to your credit card on file at the time of the
transaction.
2.6 No refunds will be processed. When applicable, a credit memo will be issued to be used towards a
future order or invoice.
2.7 Ownership of the Goods shall pass to Buyer when Goods are scanned as accepted by shipping carrier.
3. Duties/Taxes/Fees
3.1 All export and import documentation, licenses, duties, taxes or other obligations or costs relating to
the delivery of the Goods shall be the Buyer’s responsibility.
4. Sale of Goods & MSRP
4.1 Buyer acknowledges that they are acquiring the Goods for the purposes of trade or business only.
4.2 Any resale of Milk + Body products on public forums such as Amazon.com, Ebay.com, Etsy.com or
any other site except that which belongs to Buyer and is disclosed in Wholesale Application is expressly
prohibited. Milk + Body shall have sole discretion to determine what public forums, if any, are eligible for
Buyer resale.
4.3 The Goods must be sold at the recommended retail price or higher (as outlined by Milk + Body)
unless the Goods are advertised as being “on sale” or the equivalent for a limited time.
4.4 Private and White label: Buyer agrees to sell all Goods under the Milk + Body name with all provided
packaging intact in its original state. This includes all bulk items (i.e shower steamers etc) unless given
explicit, written permission otherwise. Any Buyer found selling items under a different name without
permission will be given one written warning to make corrections. If no corrections are made within one
week, Milk + Body will terminate the contract and fine the buyer the equivalent amount of mislabeled
product.
5. Handling of Goods & Shelf Life
5.1 Buyer agrees to handle and store goods in the recommended way as outlined below. Buyer
understands that any handling outside of this may result in damage to the product, which is not the
liability of the Seller.
Handling & Storing Goods:
● Carefully (many products are fragile) unpack order immediately upon receipt of Goods.
● Immediately store in a temperature-controlled space, between 55-72 degrees.
● Store out of direct sunlight.
● Store all products upright.
Shelf Life:
5.2 Buyer agrees to adhere to use-by dates on packaging and must remove all expired Goods from shelves
on or before use by date.
5.3 Goods must never, under any circumstances, be separated from Milk + Body branding unless given
explicit, wirtten permission to do so. All associated labeling, stickers, boxes, and any other packaging or
branding that comes with Goods must remain intact on each individual SKU. All branding must be visible
and remain uncovered by any unaffiliated sticker, label, box, or other branding.
5.4 Buyer is strictly prohibited from any attempts to market or pass Goods as their own or any other brand
but Milk + Body unless given express permission to sell private label.
6. Shipping & Risks
6.1 For orders within the United States:
Unless otherwise agreed to in writing, Milk + Body shall arrange delivery of the Goods to Buyer and
Buyer is responsible for the costs associated with delivery. Orders will be primarily shipped via UPS, but
sometimes USPS is used. While the delivery service utilized by Milk + Body may include insurance for
the Goods during transit, Milk + Body makes no representations and gives no warranties in respect to
such insurance and you will be responsible for obtaining any specific insurance you require in respect of
the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to
the carrier.
Buyer is solely responsible for providing accurate shipping address at checkout that can accept Goods via
shipping carrier at any time without issue. Any issues that arise pertaining to stolen or missing packages
are not the liability of the Seller.
Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale
orders.
6.2 For International orders:
Unless otherwise agreed to in writing, Buyer shall be responsible for the cost of transportation of the
Goods from the premises of Milk + Body. Risk in respect of the Goods shall pass to Buyer when the
Goods are made available to the delivery carrier. Buyer is responsible for obtaining insurance in respect of
the Goods from the time they are made available at the place of delivery (carrier).
7. Notice of Defects/Returns
7.1 The Buyer must make any claims of defects, including but not limited to those related to shortages,
quality, or specification, within the first 7 calendar days after receiving the Goods. The Seller cannot be
responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer
to inspect upon receipt that all Goods delivered match the items ordered / invoiced.
7.2 If a part of the order is delayed or if part of the order is defective or deficient, the order may only be
remedied for that part of the order.
8. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES
8.1 Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including
late delivery, at the time Buyer accepts the merchandise.
9. Returns
9.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects
exactly the items purchased and invoiced (See item #7 for Notice of Defects).
9.2 Purchases made by Buyer through Wholesale Milk + Body are ineligible for return. Under certain
conditions, exchanges may be made for unsatisfactory merchandise that is unused, unopened, and in
original packaging. Whether or not items are eligible for exchange is at the sole discretion of Milk +
Body. All exchanges must be initiated within 7 days of receipt of goods.
9.3 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in
shipping product back to Seller as well as the shipping of the new product to the Buyer. Buyer authorizes
Seller to sell any product that has been exchanged, rejected, or abandoned.
10. Modification of Goods
10.1 If Buyer modifies the goods, they are immediately ineligible for return or exchange. Once
merchandise is opened, used, or altered in any way, the Buyer cannot return or make a claim relating to
such merchandise.
11. Samples and Images
11.1 Unless otherwise expressed in writing, Milk + Body does not warrant that the quality, weight,
designs or color of the Goods corresponds to any specific description, image or sample.
12. Intellectual Property
12.1 You undertake to use the Brand Name and, if required by Milk + Body, Logo when advertising
Goods supplied by Milk + Body and anywhere where the Goods are described or named including on
websites, labels and invoices.
12.2 Milk + Body grants you a personal, non-exclusive, non-transferable, and non-assignable license to
use the Milk + Body Brand Name and, if applicable, Logo for the purposes mentioned above in this
section.
12.3 You must not use or permit the use of the Brand Name or Logo in any manner that would be
detrimental to or inconsistent with the good name, good will, reputation and image associated with the
Intellectual Property of Milk + Body.
12.4 The license in clause 12.2 may be revoked by Milk + Body by written notice to you.
13. Liability
Milk + Body takes measures to minimize tampering with products in the retail setting. Buyer accepts full
liability of any tampering done to products by customers, employees, or other parties, such as opening
product, using product, or otherwise. Milk + Body shall not be liable in these cases and will not replace or
refund product that has been tampered with in store or in the possession of the Buyer.
13.1 Milk + Body shall not be liable:
1. Where you have altered or modified the Goods, misapplied the Goods, not followed Milk +
Body’s instructions in respect to the Goods or have subjected them to unusual or
non-recommended use or handling;
2. For defects in any Goods manufactured by any Third Party;
3. For loss or damages caused wholly or partly by any factors beyond Milk + Body’s control,
including, without limitation, any loss or damage that occurs after Goods are transferred to Buyer,
or any loss resulting from a delay in production or supply of the Goods;
4. For any indirect or consequential loss of any kind
14. Exclusion of Implied Warranties
14.1 Milk + Body shall, to the extent permitted by applicable laws, and in respect of any legal basis for a
claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption
loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of
merchantability and fitness applying to the Goods sold by Seller. In any event, the maximum liability
shall be equal to repayment by Milk + Body to the Buyer of the payment made for the delayed or
defective part of the order.
15. Deterioration of Buyer's Credit
15.1 The Seller has the right, in addition to other Remedies provided by law, to terminate any delivery or
suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment
when the same becomes due. Should the Buyer's financial condition become unsatisfactory to the Seller,
the Seller may require cash payments or satisfactory securities for delivery of goods.
15.2 Milk + Body may terminate this agreement with immediate effect by giving written notice to you if:
1. you have failed to comply with a written notice given by Milk + Body specifying a breach of the
agreement and requiring you to remedy it within 14 days; or
2. being an individual, you are made bankrupt; or
3. being a company, you are placed in liquidation or receivership.
On termination, Milk + Body shall have the right to deal with the Goods at its absolute discretion.
16. Jurisdiction
16.1 Any transactions between the Buyer and the Seller are governed by the laws of the state of Michigan.
To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to
the jurisdiction of the courts of Midland, MI for any claims or controversies arising in the sale of Goods
by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer or its Guarantor in the
province or state of its domicile. However, the foregoing shall not in any way diminish or limit the
arbitration provisions set forth below.
17. Arbitration
17.1 AGREEMENT TO BINDING ARBITRATION
Milk + Body and Buyer agree that upon the demand of either party, any claim or dispute between Milk +
Body and Buyer and/or any of either parties' parent corporation's, successor entities, present and/or former
subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders,
directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be
determined by binding arbitration as set forth in this Agreement. Milk + Body and Buyer hereby covenant
not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to
all of the same remedies as those available for comparable actions in courts. The parties shall be entitled
to be represented by independent counsel of their choosing.
17.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF
RIGHT TO JURY TRIAL
Milk + Body and Buyer hereby acknowledge that they have read and understand the terms of this
Arbitration Agreement, and are voluntarily agreeing to its terms. Milk + Body and Buyer also understand
that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a
judge or jury trial.
17.3 COSTS OF ARBITRATION
The Parties shall each bear their own costs and attorney's fees in any arbitration proceeding, provided
however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's
fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any
remedy that may be ordered.
18. Amendments
18.1 These terms and conditions may be amended or replaced from time to time by Milk + Body. Any
order placed after such amendment is made will represent an agreement by you to be bound by the
amended terms and conditions.
AGREEMENT AND ACKNOWLEDGEMENT
Buyer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or
condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void,
or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect
and shall in no way be affected, impaired, or invalidated.