1. 1. 1. 1. 1. General

The Terms and Conditions may not be modified or cancelled without Graphene Electronic & Technology LLC’s written agreement. Accordingly, goods furnished and services rendered by Graphene Electronic & Technology LLC are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer’s order, the information and conditions on the Credit Application are controlling over Customer and Graphene Electronic & Technology LLC. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents (“Customer Documents”), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by Graphene Electronic & Technology LLC, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Graphene Electronic & Technology LLC. Graphene Electronic & Technology LLC’s performance of any contract is expressly made conditional on Customer’s agreement to Graphene Electronic & Technology LLC’s Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Graphene Electronic & Technology LLC. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Graphene Electronic & Technology LLC. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. If any provision or part of a provision of these Terms shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Terms, all of which shall remain in full force and effect. The Contract shall be governed by and construed in accordance with the  laws of the state Florida  and the parties hereby submit to the non-exclusive jurisdiction of the Florida State Courts. The 1980 United Nation Convention on Contracts for the International Sale of Goods and the United Nation Convention on the Limitation period in the International Sales of Goods, and any subsequent revisions thereto, shall not apply to this agreement.