AGREEMENT FOR PURCHASE OF GOODS

Annie Handbags Inc., an Illinois Corporation as Seller (hereinafter “Seller”) and(“Buyer”) enter into this Agreement.

WHEREAS, Seller has agreed to make exotic skin handbags enhanced with 14k gold.

WHEREAS, Buyer has reviewed and accepted said handbag design

NOW THEREFORE, the parties have agreed as follows:

PAYMENT TERMS: Except upon the rare occasion where so authorized in advance, payments will be made as follows: fifty percent (50%) due upon ordering and fifty percent (50%) due upon delivery of Product. That payment may be made through either an ACH bank checking account debit, a mailed certified bank draft, or through the presentation of a valid active credit card (we accept all major credit cards).

If any adjustments or changes are required from the information presented in the agreed upon Estimate (i.e. changes in production, services, quantity, shipping, etc.), a new ACH or credit card processing will be created to cover the changes in the final invoiced total for the job. These adjustments will be billed automatically and immediately by Seller using the same payment method presented previously by the Buyer, and will not require any new authorization or confirmation from the Buyer for said billing.

In the rare circumstance where credit terms are offered, payment must be tendered within 30 days of the Invoice Date. An Invoice will be created immediately upon the start of production and sent to the Seller at once, with payment due 30 days after that date. Failure to pay the Invoice amount within 30 days after the Invoice Date will bring to bear interest charges, assessed at the highest rate allowed by law. Payment terms are only offered with the express written consent of Seller and will require the full completion of a credit application prior to the granting of terms. In nearly all cases, net credit terms will not be granted, as payment by ACH or credit card is the preferred method of invoicing.

ALL ORDERS FINAL AS PLACED. Once confirmed by the customer, either through verbal authorization, in writing or by electronic transmission, all orders as submitted and processed via the web site, email, phone, fax or mail are final. Any changes requested to be made to an order after confirmation are made at the sole discretion of Seller. Should Seller agree to change a confirmed order, the Buyer will be charged a $_______ change order fee, and most likely these changes also will require a change to be made to the invoiced amount, the production schedule and the completion dates for shipping and production. Again, all of these changes are also made at the sole discretion of Seller.

Once confirmed, any errors, inaccuracies or omissions made during the placement and/or production of an order shall be the sole responsibility of the buyer.

No cancellations of orders will be accepted after receipt of confirmation, except with the express written consent of Seller. If consent to cancellation is provided by Seller, Buyer will be invoiced $___________ plus the cost of all labor and materials used, changed or provided prior to the consented cancellation notice. Invoiced amounts will be billed as detailed under the Payment Terms above.

Due to the variations inherent in the processes used in producing custom handbags, Seller assumes no responsibility and makes no guarantees regarding the product or production, either within an order or in a reorder.

Once confirmed and produced, all invoices for product and services will be charged and billed to the customer regardless of circumstance. If a production error is made and acknowledged by Seller in writing, then corrected replacement goods will be provided to the Buyer by the Seller once the goods shipped in error have been returned to the authorized return address supplied.

ERRORS AND RETURNS. Unless a clear production error has been made by an employee or contractor of the Seller that is in obvious conflict with the specifications provided on the confirmed production order, no returns of merchandise will be accepted. Seller retains the sole and complete discretion to authorize (or refuse to authorize) the return of any product purchased by Buyer. ANY AND ALL RETURNS MUST BE PRE-AUTHORIZED BY THE SELLER! THIS PRE-AUTHORIZATION IS ONLY COMPLETE UPON PROVISION OF A RETURN AUTHORIZATION NUMBER AND RETURN SHIPPING ADDRESS!

To receive a Return Authorization Number, please email us at:

info@anniebags.com

Any replacement goods requested by the Seller for orders already completed and for which Seller does NOT acknowledge a production error will require the Buyer to place a new production order with Seller. No replacement goods will be provided unless Seller clearly states so in writing. Further, if a production error is made and acknowledged by Seller in writing, then corrected replacement goods will be provided to the Buyer once the goods shipped in error have been returned to the authorized return address supplied.

In the case of an order cancellation prior to production, all returns of product to the Seller from which it was secured (if requested prior to production) will incur a 20% restocking fee (with a minimum restocking fee of $________________) unless a shipping or inventory error is acknowledged IN WRITING by Seller.

Further, no returns will be authorized or accepted for any products unless a Return Authorization request is made by the Buyer within 24 hours after delivery of the goods to Buyer. Refunds will be issued at the invoice price of the returned goods less any restocking fee, and will not include a refund or credit for any shipping charges.

SUBSTITUTIONS. Seller reserves the right to substitute similar colors or sizes at its sole discretion. Typically, the Seller will not substitute style numbers but reserves the right to do so when the styles ordered are nearly identical to a suitable replacement style.

If no suitable product substitution is available, an email notice concerning this unavailability of product will be sent to the Buyer (generally within 24 hours of submitting the original order, but no such guarantee of this time frame is made). Said email will request instructions from the Buyer on how to proceed with the order (e.g. request for different style, cancellation of order, etc.). The original order submitted by Buyer will be placed on hold by Seller until such instructions are received from the Buyer via email, fax or phone.

LIMITATION ON DAMAGES. Seller will not be liable for any loss of profit, interruption of business or any other special, consequential or incidental damages suffered or sustained by Buyer. Any and all damages incurred by Buyer (or allegedly incurred by Buyer) shall, in any and all cases, be limited to the refund of the purchase price of the product purchased by Buyer (provided that all of the terms and conditions herein are satisfied).

In no event shall Seller be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the any product offered for sale, whether based on contract, tort, negligence, strict liability or otherwise, even if Seller has been advised of the possibility of damages.

CHARGE-BACK FEES AND OTHER BANK FEES. Seller understands and agrees that all products purchased, produced and shipped are considered a final sale for which no refunds will be given or provided except as expressly provided herein. As such, Seller agrees and acknowledges that by purchasing any product from Seller, Buyer shall be solely responsible for and shall bear (and/or reimburse) Seller for any bank fees, charge-back fees, or fees billed or charged to Seller from any credit card company, merchant bank or other source of payment that is issued at the request of the Buyer outside of the expressly provided methods of return. Stated another way, should the Buyer request a refund or chargeback from any credit card company, merchant bank or other source of payment processor against the purchase of Seller products, and should said card company, merchant bank or other payment provider debit any portion of an invoice payment made to Seller and thereafter impose any fees to Seller at the request of said Buyer, Buyer shall reimburse Seller for the amount of said charge back fee and the initial purchase amount (the "total amount"). Further, by purchasing any product from Seller, Buyer expressly authorizes Seller to collect the stipulated payment/charges to be made to Buyer's credit card account or checking account (the same being the method of payment presented previously by the Buyer) in the amount of said "total amount" plus a twenty-five percent (25%) administrative fee to cover the costs and time involved with this payment re-collection process. Buyer acknowledges and agrees that the policy set forth in this paragraph provides for reimbursement to Seller for chargeback or bank fees incurred, is fair and reasonable and is not a penalty clause or provision.

ACKNOWLEDGEMENT AND AGREEMENT TO TERMS AND CONDITIONS. The Terms and Conditions of contained herein are the exclusive terms and conditions for the sale of products from Seller to Buyer. Buyer agrees that the terms and conditions stated herein constitute the final, complete, exclusive expression of the agreement between Seller and Buyer. Customer, by submitting any order or request for an order, hereby agrees to the terms and conditions set forth herein and acknowledges that Buyer has read and understands the same. In the event that any Buyer instruction, request, purchase order or any other information and/or documentation submitted by Buyer may contain terms and conditions in addition to or different from the terms and conditions herein, Buyer agrees, by so submitting its order or by accepting products from Seller, that the language of the Seller terms and conditions shall solely and exclusively control. Any and all new or additional terms contained on any Buyer instruction, request, purchase order or any other information and/or documentation submitted by Buyer is hereby expressly and completely rejected.

SUCCESSORS AND ASSIGNS. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

CHOICE OF LAW. The laws of the state of Illinois shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. Any litigation that ensues as a result of this Agreement shall be litigated in the Circuit Court of Cook County, Illinois, USA. Both Parties consent to the jurisdiction of the Circuit Court of Cook County.

HEADINGS. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

WAIVER. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

NOTICES. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if such notice, demand, or other communication is given by facsimile transmission. Notice shall be effective as of the date and time of facsimile transmission provided that notice that is transmitted shall be sent on business days during business

hours (8:00 a.m. to 6:00 p.m. Central Standard Time). In the event fax notice is transmitted during non-business hours as defined herein, the effective date and time of notice is the first hour of the first business day after transmission. Notice shall be addressed to the respective parties at the following addresses:

If to the Seller: _____________________________
If to the Buyer: _____________________________

Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

ENTIRE UNDERSTANDING. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

ATTORNEYS FEES AND COURT COSTS. Should either party be forced to file a lawsuit to enforce the terms of this Agreement, the prevailing party shall be entitled to collect reasonable attorneys fees and court costs from the non-prevailing party.

Annie Handbags, Inc., an
Illinois Corporation