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TERMS AND CONDITIONS OF SALE

1. ENTIRE AGREEMENT.

Acceptance by Seller of Buyer's order of expressly conditioned upon agreement and acceptance by Buyer of the terms and conditions contained herein, together with any special terms set by the Seller on the face of it, are the final and complete agreement between the parties which can not be altered except by express amendment duly authorized by the Seller and signed by the parties in writing. The seller is not obliged under any terms or conditions contained in Buyer's forms, which modify in any way the terms and conditions on the forms of Seller. The lack or non-objection by the seller with respect to the provisions contained in the forms of Buyer shall not be deemed an acceptance by Seller or a waiver regarding the terms and conditions. The terms and conditions of the Seller contained herein or stipulated in any of the forms or packaging materials Seller, shall govern and control regardless of whether the purchase order or other forms Buyer befall herein and regardless of the forms of Buyer indicate that the terms and conditions contained therein shall govern and may not be modified.

2. APPROVAL CREDIT INFORMATION AND ACCEPTANCE.

All orders are subject to approval of the credit worthiness of Buyer and Seller's acceptance. As a condition of sale, the Buyer grants the Seller the right to investigate the credit history of the Buyer, exchange credit information with third parties and inform third parties with respect to the accounts and the relationship between Buyer and Seller, and will relieve the seller of any liability that may arise from this.

3. PRICE INCREASE.

Any price quoted or charged to Buyer is based on production schedules and reasonable and normal deliveries, and periods of standard shipping and uniform which shall be valid for eight (8) calendar days from the date of the quotation or acknowledgment order whichever comes first and are subject to termination by notice within that period. In case of a global order or Buyer requests production or delivery dates accelerated staggered deferred or periods of non-standard shipment or nonuniform the seller reserves the right to increase the price to compensate for the additional costs of production, transport or other expenses, which amount Buyer agrees to pay upon receipt of the invoice.

4. TAXES AND ADDITIONAL EXPENDITURE BY THE PURCHASER.

In addition to the purchase price, the Buyer shall be liable to pay all taxes generated, including value added tax, consumption, use, privilege, ad valorem, customs and any other taxes, levies, fees or similar charges, levied taxes or increased under any law, rule, ordinance or municipal, state, federal regulation, international or any other nation in respect of the goods sold to Buyer or any part, component or material contained therein, including import, processing, distribution, sale or export of raw materials, parts or manufactured goods. Likewise, the Buyer shall be responsible for any additional costs that were to be incurred by the Seller as a result of the obligations imposed by municipal, state, federal, international or any other nation's laws governing the fees and costs of labor for production of goods. In case the Seller, for whatever reason he was forced to pay such taxes, Buyer shall, upon request, immediately repay such amounts to the Seller. Buyer shall provide any tax exemption certificate at the request of Seller.

5. FREIGHT AND RISK OF LOSS.

All shipments are FOB (Free on Board), and the Warehouse Seller is located in the city of Cancun Quintana Roo, México. The Purchaser reserves the right to set the shipping route and the carrier, and assumes all risk of loss, shortage, delay or damage to goods in transit could eventually suffer once they have been delivered to the carrier. Buyer shall be responsible for all costs of freight, warehousing, insurance, handling, lodging or any other similar expenditure. Any costs for such items or increases in it that are not established in the quotation, acknowledgment or initial invoice will be billed by Seller and Buyer paid immediately.

6. DELIVERY.

Buyer shall give any special instructions for delivery before accepting the quoted price so that the seller has the opportunity to adjust the price and the Buyer shall be liable for any costs attributable to a change in the delivery instructions or outside Delivery . Buyer shall have appropriate means for the immediate receipt of goods at the time of delivery. The shipping and delivery dates indicated in quotes and acknowledgments losses are estimated dates and are not guaranteed, unless so specified. Seller shall not be liable for failure to comply with any order or delivery of goods or for delays in delivery of goods, arising from any cause beyond Seller's control, in the case of a reduction in production or delay in delivery.

7. DELIVERIES TO DEADLINES.

Seller reserves the right to make partial deliveries. All partial deliveries are billed separately and must be paid at the time of manufacture regardless of subsequent partial deliveries. The delay in delivery of any partial delivery shall not relieve the Buyer of its obligation to pay the above and other partial deliveries. Seller reserves the right to refuse to make further deliveries if the Buyer has not paid any partial deliveries in due date.

8. NO CANCELLATION.

Buyer may not cancel this order without the authorization of Seller. Should a cancellation authorizes Seller, Buyer shall be responsible for payment of the following: (i) a fee equal to 25% (twenty five percent) of the value of the canceled order; (Ii) the costs of all materials requested by Seller to complete the order Buyer: (iii) any other fair and reasonable cost of production as liquidated damages. Buyer shall pay to Seller prior receipt of the invoice.

9. RETURNS.

The deadline to announce the return of a commodity is 48 hours after received. The Buyer can not return the goods unless it receives a written authorization of Seller. Goods manufactured under special orders are not subject to return under any circumstances. In case the seller authorizes a refund, Buyer shall be responsible for payment of a charge back to inventory equivalent to 25% (twenty five percent) of the value of the returned goods. Any return will be accepted for credit only. Transportation costs borne by the Buyer and Seller reserves the exclusive right to determine the value at which they are credited. the goods returned. Also, the Seller reserves the right to reject any returns of unauthorized materials. All verbal instruction to be valid must be confirmed in writing by the Seller. All returned materials must be delivered to the place where they were originally acquired, since otherwise the Seller shall not grant credit.

10. SERVICE CHARGES AND FEES COSTS.

A service charge of 24% (twenty percent) per annum to all invoices WHATSOEVER not canceled within thirty (30) days from the date of invoice schedule will apply. In any jurisdiction in which a service charge of 18% (eighteen percent) is considered usury, the amount of the service charge will be reduced to the maximum allowable in such jurisdiction. If the Seller finds it necessary to require the services of a legal counsel to enforce their rights against Buyer, then Buyer agrees to pay all costs and expenses including, without limitation, court costs and attorneys' fees, for an amount equal to 25% (twenty five percent) of the total amount outstanding.

11. VARIATIONS OF THE QUANTITY DELIVERED.

Seller reserves the right to deliver and invoice Buyer 10%, this amount may be greater or less than the exact quantity ordered, and all documents to reflect this change without any additional documents. Seller shall have the right to change the routes of the airborne, except when expressly goods routes specified in this contract are indicated.

12. RIGHT TO OUTSOURCE.

Seller shall have the right to acquire from other individuals or entities, or to subcontract the manufacture of goods sold to Buyer.

13.- RIGHT OF REPLACEMENT.

Seller reserves the right to substitute the quality and specifications of the materials of the goods, equivalent or superior to those of the goods ordered materials.

14. GUARANTEES AND ACCEPTANCE OF BUYER RlESGO.

Buyer warrants to Seller that acquires goods for industrial or commercial use or resale for commercial and not for personal use or consumption purposes. Likewise the Buyer warrants that it is familiar with the type of goods sold by the Seller and based solely on their own knowledge, has applied for goods purchased and has determined that such goods are suitable to use as their purposes. Buyer hereby assumes all responsibility and risk for losses, damages and if the goods purchased do not fulfill the purposes intended by the Buyer.

15. EXCLUSION OF WARRANTIES.

There are broader than those contained in the description of the cover of this document guarantees, and Seller unknown and excludes expressly and specifically any other claims, guarantees or warranties, whether oral or written, statutory, common law or contractual, express or implied, such as, but not limited to, any warranties of merchantability, fitness for use, fitness for a particular purpose or quality. Under no circumstances shall Seller be liable after the expiration of the period of twelve (12) months from the initial date of delivery of the goods.

16. NO LIABILITY FOR DAMAGES.

Seller shall not be liable for any compensatory, indirect, consequential, general, special, exemplary or punitive damages; losses, costs or other expenses honoraries law; expenses additional manufacturing; the cost of insurance coverage; loss of profits or reputation; costs and expenses incurred by Buyer in the defense of any claim;damages as a result of transportation, receipt, inspection, custody, acquisition, sale, resale or use of Seller's products for any reason.

17. SPECIAL ORDERS.

Should any of the goods WHATSOEVER manufactured and / or sold by Seller to meet specifications or customized Buyer, not may belong to the standard line Seller in the regular operation of its business, Buyer shall defend protect and stop safe seller against any legal action and against all damages; damages, claims or lawsuits that may be brought against Seller in respect of any actual or alleged violation of any patent in the United States or any other country, due to manufacturing and / or sale of material covered under the same.

18. BUYER'S DUTY TO INSPECT AND LIMITATION OF LIABILITY OF SELLER.

Buyer must carefully and thoroughly examine the goods upon receipt and before use, cut or reselling. Any changes in respect of defective goods or disagreement with respect thereto shall be reported immediately to the Seller. Failure by the Buyer to issue such written notice to Seller within 3 (tree) days after the Buyer has received the special goods for special processing, or within 10 (ten) days after receipt of the materials inventory constitute unconditional acceptance of the right of claim. Seller shall have the opportunity to inspect, at its discretion any defective goods or goods for which there is some disagreement and to correct any problems and will have the right to require the Purchaser to collect and return any defective goods or for which there is some disagreement before the Seller incurs any liability to the Buyer. Seller's liability to Buyer and Buyer repair shall be expressly limited to the situation of any defective goods or refund to Buyer the original price charged for such goods as chosen by the Seller. Seller's liability shall not under any circumstances exceed the original price charged for the goods.

19. OWNERSHIP OF TOOLS AND INDEMNITY.

Any of the materials, tools, molds, dies, jigs, patterns, devices and special equipment and any replacement thereof (hereinafter "tooling") shall be and remain Seller's property, regardless of whether the buyer had paid the same, and the charge applied only represent a portion of the cost thereof. By this means, the Buyer grants Seller a nonexclusive, irrevocable license free of charge or royalty to use the tooling or any kind of improvements, ideas, procedures or created, designed or which may arise during the manufacture of goods sold to Buyer innovations .Buyer agrees to indemnify and hold harmless the Seller against claims, judgments, decrees, damages, costs and expenses including attorneys' fees arising from any claim of violation of any patent registration, brand, trademark or logo on States States of America or any other country in connection with the production, use or sale of tooling or to the extent that such infringement arising from the design, specifications or instructions provided by the buyer or be undertaken at the request or the request of the Buyer.

20.- BREACH BY BUYER.

In addition to other rights reserved to Seller under these terms and conditions of sale, if the buyer becomes insolvent or whatever filed any bankruptcy petition by or against Buyer or Buyer make a request assignment for benefit of creditors, or if a trustee, fiscal agent or other government official to take charge of the affairs of the Buyer or the Buyer to make fraudulent transfers or preferential payments, or if the buyer refuses to accept goods appoints or otherwise violates its obligations to the seller or repudiates any contract with the Seller or if the Seller in its sole discretion hath question and considers that the financial condition of the Buyer has sustained impairment or does not justify continued production or low shipping terms here agreed, Seller reserves the right to cancel the order or refuse to continue production and / or delivery until it shall receive the full payment in advance or a guarantee and satisfactory assurance that the payment is made to maturity. In the case of non-payment for any delivery made, either partially or otherwise, Seller may suspend the right until full payment was received to future installments, or may terminate the contract without prior court order. However the Purchaser will be responsible for all costs and expenses incurred by the Seller arising from breach of Buyer, including all cancellation fees, court costs and attorneys' fees, subject to the actions of Seller.

21. NO WAIVER.

Failure by Seller to exercise or enforce any law that might apply under this contract or by law shall not constitute a waiver of Seller's rights.

22. NO ASSIGNMENT BY BUYER.

The Buyer shall have the right to assign or transfer in any way this contract or any rights or obligations arising therefrom, through assignments are made with the prior written consent of Seller.

23. ERROR CORRECTION.

Seller shall have the right t correct any obvious error or typographical Typing contained herein or in any of the documents related to the transaction parties.

24. LAW AND JURISDICTION.

In the event of legal proceedings regarding any matter subject matter of this Agreement, the celebrants parties agree irrevocably that this matter be tried or decided by the competent courts of Mexico City, Mexico. Also, the celebrants parties irrevocably agree to submit generally and unconditionally to the jurisdiction of any such court in relation to these matters and expressly waive any other jurisdiction to which they are entitled by virtue of their present or future domiciles or for any other reason. The invalidity, illegality or lack of enforceability of one or more of the provisions of this Agreement in no way affect the validity and enforceability of the other provisions of this Agreement. In any suit, action or proceeding between the parties relating to this contract, the Seller party shall be entitled to reimbursement of all fees, expenses and legal costs.

25. HEADINGS.

Headings are inserted for convenience of reference only and may not be considered in the interpretation of this Agreement.