TERMS OF USE AGREEMENT

THE TRANSACTION AREAS OF THIS WEBSITE ARE FOR THE USE OF XS DIRECT INCORPORATED REGISTERED CUSTOMERS ONLY, SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE CURRENT MEMBERSHIP AGREEMENT. BY LOGGING ON, YOU AGREE TO ALL OF THE CURRENT TERMS, WHICH WERE LAST AMENDED ON JUNE 16, 2008.

This agreement describes the terms and conditions of your membership and your use of this website. XS DIRECT INCORPORATED may amend this agreement at any time by posting the amended terms on this website. This agreement may not be otherwise amended except in a writing signed by both parties.

1. Eligibility for Membership.

The services on this website are available only to companies who can form legally binding contracts under applicable law. If you do not qualify, you cannot use the services offered on this website. XS DIRECT INCORPORATED. may refuse all or part of its services to anyone at any time at its sole discretion.

2. You as a Buyer.

(a) Terms.

As a buyer, if your offer to buy a stated quantity of a specified item for the stated price is accepted by XS DIRECT INCORPORATED., then you will be obligated to complete the transaction, subject only to the conditions stated in this agreement. Modifications or retractions can not be made once XS DIRECT INCORPORATED. has accepted your offer to buy (PO) You may not delay or cancel any shipment date after XS DIRECT INCORPORATED notifies you of the confirmation of your order. If the available quantity is less than your offer to buy, you have an option to either accept the lesser quantity or cancel the complete contract.

XS DIRECT INCORPORATED prices do not include any taxes, freight, handling, insurances or duty (for export or otherwise) or other similar charges which you will be solely responsible for. Freight charges commence form our ship point and may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. XS DIRECT INCORPORATED responsibility for any loss or damage ends, and title passes, when XS DIRECT INCORPORATED. delivers the items to the carrier, to you, or to your agent, whichever occurs first.

XS DIRECT INCORPORATED will not be liable for any failure or delay in its performance or in the delivery of shipment of any items, or for any damages suffered by you by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with XS DIRECT INCORPORATED supplier's failure to provide, or delay in providing, such items to XS DIRECT INCORPORATED., any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies or any other cause or causes beyond XS DIRECT INCORPORATED reasonable control.

I. Returns.

Return policy is to be followed as described below. Any deviation of following return and RMA policy will be considered sufficient reason for account suspension and/or termination.

(i) RMA policy.

You may return to XS DIRECT INCORPORATED any item purchased which is found to be either nonconforming or nonfunctional, provided that you have provided independent third party test reports from an industry recognized testing facility that XS DIRECT INCORPORATED designates. Once a claim is filed with proper test documentation a RMA number is provided and must accompany any and all paperwork for return of product. Once returned product is received and confirmed XS DIRECT INCORPORATED agrees to credit buyer’s account for full order value. XS DIRECT does not issue RMA’S for credit and replacement. The initial sale is terminated and the buyer receives funds back unconditionally.

II. Return Policy.

(i) You may return to XS DIRECT INCORPORATED any item you purchased which is found to be incorrect manufacturer, quantities, date codes or part numbers within five (5) days of the date you receive the items from XS DIRECT INCORPORATED, provided that (i) you obtain a return material authorization from XS DIRECT INCORPORATED prior to returning the purchased item and (ii) the purchased item is returned within thirty (30) days of the date you receive the items from XS DIRECT INCORPORATED . The returned item must be in the same original condition and inner packaging in which it was shipped to you. XS DIRECT INCORPORATED decision regarding the condition of the returned items will be final. XS DIRECT INCORPORATED will have no responsibility for any return sent without an authorization.

(ii) Within three hundred sixty five (365) days after your shipment is received by XS DIRECT INCORPORATED , members have the right to return any item which is found to be nonconforming, nonfunctional or in breach or your representations and warranties in this agreement with recognized industry test documentation and RMA number on box. If any item is returned, you will immediately be refunded the full purchase price within five (5) business days of receipt of returned material providing you follow XS DIRECT INCORPORATED ’s RMA policy.

III. Credit Card Purchase Policy.

(i) For flexibility XS DIRECT INCORPORATED offer credit card merchant services for purchase of membership fees and merchandise. XS DIRECT INCORPORATED's internal policy is to set a maximum credit card limit of ten thousand US dollars ($10,000.00usd) per transaction.

(b) Disclaimer.

EXCEPT AS SET FORTH IN THIS AGREEMENT, ALL ITEMS ARE SOLD IN THEIR “AS IS” CONDITION AND ARE BEING TRANSFERRED TO YOU WITHOUT ANY REPRESENTATION WHATSOEVER AS TO THEIR QUALITY OR FUNCTIONALITY. XS DIRECT INCORPORATED HAS NOT INSPECTED AND/OR TESTED THEM FOR QUALITY. YOU UNDERSTAND THAT XS DIRECT INCORPORATED HAS DISCLAIMED ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY WARRANTY REGARDING YEAR 2000 COMPLIANCE, NON-INFRINGEMENT, AND OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. YOU FURTHER UNDERSTAND THAT XS DIRECT INCORPORATED SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH ITEMS YOU PURCHASE.

(c) Export Regulations.

Any or all products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such regulations or restrictions. Any or all products may have been imported. Country of origin information is as provided to XS DIRECT INCORPORATED by its suppliers and is, where applicable, located on the products themselves to the supplier’s innermost packaging there of.

3. You as a Seller.

(a) Terms.

As a seller, if your offer to sell a stated quantity of a specified item for the stated price is accepted by XS DIRECT INCORPORATED, then you will be obligated to complete the transaction. Your offer to sell the stated item shall continue to be outstanding until XS DIRECT INCORPORATED has completed financial terms of PO issued to seller. Upon receiving the notice of confirmation by XS DIRECT INCORPORATED of your offer to sell, you must ship such item to XS DIRECT INCORPORATED designated facility within three (3) business day of receiving such confirmation.

XS DIRECT INCORPORATED will pay you the agreed purchase price for the items bought within 30 days of XS DIRECT INCORPORATED receipt of such item unless otherwise stipulated. You will be solely responsible for any other taxes, freight, insurances, handling, duty (for export or otherwise) or other similar charges to our facility. XS DIRECT INCORPORATED liability of products ordered will commence upon receipt of the item at the facility designated by XS DIRECT INCORPORATED.

You represent and warrant that:

1. you have good clean title without encumbrances for each item
2. each item has been paid in full by you
3. you are the original purchaser or manufacturer of each item
4. you originally purchased each item for your own manufacturing needs (i.e. not for resale) directly from the manufacturer or an authorized distributor
5. each item has been handled and stored in accordance with accepted industry practices
6. the date codes of each item you list for sale are accurate
7. you are not aware of any item being defective or nonconforming to manufacturer's published specifications
8. the items being offered for sale are new and unused and in their original smallest unit packaging (no opened, broken or partial tubes, rails or reels)

The listing for sale of any used, remarked, programmed or functionally tested goods on this website is strictly prohibited. You agree to take back any and all merchandise for full financial credit to XS DIRECT INCORPORATED within one year (365) business days of return of material.

(b) Returns

Within thirty (365) days after your shipment is received by XS DIRECT INCORPORATED, XS DIRECT INCORPORATED has the right to return any item to seller which is found to be nonconforming, nonfunctional or in breach to meet manufacturers’ specification or your representations and warranties in this agreement with recognized industry test documentation. If any item is returned, you will immediately refund the full purchase price to XS DIRECT INCORPORATED within five (5) business days of receipt of returned material.

4. Remedies.

Without limiting any other remedies available at law or in equity, XS DIRECT INCORPORATED may suspend or terminate your account if you are found (by conviction, settlement, or otherwise) to have engaged in fraudulent activity in connection with this website or if you breach any provisions. XS DIRECT INCORPORATED will sue to the fullest extent of the law any persons and/or companies that attempt to reverse engineer any technologies used within our trading portal. Additionally XS DIRECT INCORPORATED reserves the right to sue for any malicious intent upon our company good name and reputation. If any client willingly acts in a fraudulent manner by returning parts that did not originate from XS DIRECT INCORPORTATED'S shipping point they will be pursued for financial compensation up to four and a half times original invoice price.

5. Representation.

You represent and warrant and covenant that you are authorized to and have the right to enter into this agreement and that you neither have made nor will make any contractual or other commitment which would conflict with your performance under this agreement. Any of the items XS DIRECT INCORPORATED buys or sells may be subject to export or resale restriction or regulation under U.S. law, and by making an offer to buy from, or sell to, XS DIRECT INCORPORATED any item you acknowledge that that you are complying with these laws and will continue to do so. You acknowledge that the use or export of technology or software contained in any item may be restricted by the manufacturer or licensor of such item, technology or software, or by applicable law or regulation, and you agree to comply with all such restrictions. XS DIRECT INCORPORATED ability to complete any transaction is subject to your compliance with applicable law, including but not limited to U.S. laws and regulations governing the export of goods and technology. The items sold by XS DIRECT INCORPORATED are not intended for, and by making an offer to buy them you promise that they will not be used in, life support systems, human implantation, space level products, military products, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. If you break this promise, you agree that you will pay for any loss, cost or damage which may result to XS DIRECT INCORPORATED at a rate of four and a half times invoice price.

6. Indemnification.

You hereby agree to release, indemnify, defend and hold harmless XS DIRECT INCORPORATED, its officers, directors, partners, agents, employees, successors, assignees, and any owned, controlled and/or affiliated subsidiary, company or corporation now existing or hereafter constituted, from and against any and all claims, suits actions, losses, liabilities, damages and costs, including, but not limited to, litigation costs, expenses (including but not limited to litigation costs and expenses and reasonable attorneys' fees) arising out of or which may result from: (i) any breach by you or any representation, warranty, covenant, or term of this agreement; or (ii) any act or omission by you, your officers, directors, employees or agents in any way related to this agreement; or (iii) any failure by you to comply with any applicable law, rule, order, decree or regulation; or (iv) any claim for product liability, property damage and/or personal injury, including death, arising out of or relating to your performance under this agreement.

7. Term.

This agreement is effective upon your first visit to our site. If you do not agree with any of the sections of this Terms agreement, please discontinue use of this site immediately. You agree that XS DIRECT INCORPORATED, in its sole discretion, will have the right to terminate your access to this website at any time, for any reason, and that XS DIRECT INCORPORATED shall not be obligated to disclose such reason to you. Termination of your access to this website is sufficient notice of termination of this agreement.

8. Access.

This agreement is not a transfer or a license of any of XS DIRECT INCORPORATED rights. By accessing this website, you expressly acknowledge acceptance of the terms of this agreement. Unauthorized access to this website is expressly forbidden. This website is protected under copyright laws. Any reproduction or distribution of this website's information, by, for, or to any third party, is expressly forbidden.

9. Information.

The information you input into this website, including any information you provide to XS DIRECT INCORPORATED during the registration, making an offer to buy or listing items for sale shall be accurate and truthful. XS DIRECT INCORPORATED promises not to share any such information with any third parties.

10. System Integrity.

You may not use any device, software or routine to interfere or attempt to interfere or reverse engineer the proper working of this website. You may not disclose or share your Username or Password to any third parties or use your Username or Password for any unauthorized purpose. Furthermore, you may not make an offer to sell or buy on this website on behalf of a third party.

11. Breach.

If you breach this agreement or if XS DIRECT INCORPORATED is unable to verify or authenticate any information you provide to us, XS DIRECT INCORPORATED may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, or terminate any of your current offers to buy or listings for sale.

12. General Compliance with Laws.

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your purchase and sale of items.

13. Confidential Disclosure.

You understand and agree that information disclosed through this website includes trade secrets and proprietary information belonging to XS DIRECT INCORPORATED You agree not to copy or disclose to third parties, in whole or in part, any portion of the information and software. You also agree that all Usernames and Passwords supplied to you are non-transferable and may only be used by parties registered under those Usernames and Passwords. The provisions of this Confidential Disclosure section shall survive the termination of this agreement.

14. No Agency.

You and XS DIRECT INCORPORATED are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this agreement.

15. Notices.

Except as explicitly stated otherwise, any notices shall be given by registered mail or by the email address you provide to XS DIRECT INCORPORATED during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email is invalid. Alternatively, either party may give the other party notice by certified mail, postage prepaid and return receipt requested, to 13190 56th Ct., # 405, Clearwater, Florida 33760, Attention: Director – Sales (in the case of XS DIRECT INCORPORATED) and the address provided to XS DIRECT INCORPORATED during the registration process (in your case). In such case, notice shall be deemed given 3 days after the date of mailing.

16. General.

XS DIRECT INCORPORATED does not guarantee continuous, uninterrupted or secure access to our services, Operation of this website may be interfered with by numerous factors outside of XS DIRECT INCORPORATED control. If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of a party to insist upon the performance of any provision of this agreement or to exercise any right or privilege granted that party shall not be construed as waiving any such provision and the same shall continue in force. This agreement shall be binding upon and inure solely to the benefit of each of the parties, and no other persons or entities shall be beneficiaries hereunder or have any rights to enforce any part of this agreement. This agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter here of

17. Governing Law.

This agreement shall in all respects be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any legal action or proceeding to enforce this agreement shall be entitled to recover from the non-prevailing party its reasonable attorney's fees, and related costs and disbursements, incurred in connection with such proceeding or the enforcement of this agreement. Both parties agree to waive trial by jury.