Metatech (S) Pte Ltd, hereinafter “Seller” will supply the items and/or services identified on the face of this Quotation or Acknowledgment expressly conditional upon Buyers acceptance of the following terms, Seller, by its commencement of performance shall not prejudice the rights to enforcement of these conditions.

Acceptance of Order

Any order send to the Seller by the Buyer shall be accepted entirely at the discretion of the Seller, and, if so accepted, will only be accepted upon these conditions. Unless specifically agreed to in writing by the Seller.

Minimum Order Value

The acceptable value of any order is as indicated on the face of our Quotation form. Buyer’s accumulation of a number of items into one purchase is authorized to reach this minimum.

Delivery

The products are delivered ‘FCA Buyer’s Warehouse and the delivery date is defined (refer to the quotation form). In case Seller cannot adhere to the agreed of delivery date, it shall without delay inform Buyer and indicate the prospective duration of the delay. The Parties shall immediately Endeavour to find reasonable remedial measures. Buyer shall grant Seller a reasonable grace period to affect delivery. After expiration of that grace period Buyer may cancel delivery of the delayed products by notice in writing. On the other hand, Buyer shall inspect the products within 24 hours from receipt with the aim to ascertain correct quantities and to check, whether there are any visible damages or other deviations in the products. In case Buyer thereby detects any incorrect quantities, damages or deviation, Seller agrees to replace all damaged or deviating products and to deliver missing products in order to meet the correct quantities within a reasonable period of time. Buyer’s rights to make claims relating to incorrect quantities and any visible damage or deviation from the Order in the products delivered shall be excluded, if an incoming inspection has been made by Buyer and Buyer has not given written notice of rejection to Seller after inspection without delay or if Buyer has not made an incoming inspection at all.

Metatech (S) Pte Ltd is not liable for losses or added costs due to delivery delays. In no event shall Metatech be liable for incidental or consequential damages (including, but not limited to, loss of profits) due to any failure to deliver or delay in delivery however caused.

Rescheduling, No Cancellation

If subsequent to the confirmation of an Order Buyer or Seller requires an earlier or late delivery date than as initially agreed, both Buyer and Seller shall use reasonable efforts to find a mutually acceptable solution. However, Buyer shall not be entitled to cancel any order. (Refer to the T&C in Quotation Form).

Payment

Payment shall be made without deduction (including any bank or transaction charges) or set-off within 30 days from the invoice date. On overdue amounts interest at a rate of 1.0% per month shall accrue full payment is received.

Risk, Title

Risk of loss or damages shall pass to Buyer FCA Seller’s Warehouse according to incoterms 2000. Seller retains title to the products until all payments due to Seller have been finally effected by Buyer.

Warranty

Seller warrants that the products materially comply with the specifications provided by Seller and are free from defects in material and workmanship, provided that Seller shall not be responsible for detects arising out of parts, software, design, materials or instructions provided by Buyer. Seller shall at its sole discretion repair or replace the non-complaint products. In case these corrective actions tail to take place within a reasonable period of time, Buyer is entitled to request price reduction or to cancel this Order and request Seller to take back the products delivered and to refund the purchase price paid.

Force Majeure

Neither Party shall be liable to the other for failure or delay in the performance of any of its obligations under this Order for the time and to the extent such failure or delay is caused by force majere such as, but not limited to, riots, civil unrest, acts of terrorism, wars, strikes, freight embargo, shortage of supply, lock-outs, hostilities between nations, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, fires, sabotages, explosions or any other contingencies beyond the reasonable control of the respective party and of its sub-contractors. In such events, the affected Party shall immediately inform the other Party of such circumstances together with documents of proof and the performance of obligations hereunder shall be suspended during, but not longer than, the period of existence of such cause and the period reasonably required to perform the obligations in such cases.

Export Control Regulations

Seller’s acceptance of Buyer’s orders is subject to the condition precedent that all relevant export licenses are obtained and that the Parties shall comply with any export or re-export restrictions and regulations relating to products.

Taxes

Buyer agrees to pay any applicable sales or use taxes whether the taxes are separately invoiced or not.

Liability

Seller shall not be liable, whether in contract, tort or under any other legal or equitable theory, for business interruption, loss of revenues, profits or sales, loss of information or data, end any special, incidental, punitive, indirect or consequential damages.

Confidentially

Buyer shall keep in confidence the purchase price under this Order and all confidential information of Seller.

Applicable LAW

This Sales and the contract between the parties shall be deemed executed in and shall be construed in accordance with the laws of the State of Connecticut.

Non-Waiver

These terms and conditions set forth the entire understanding between the parties with reference to the subject matter hereof. The failure of Seller to enforce at any time any of the provisions hereof shall not constitute a waiver of such provision or a waiver of the rights to enforce the right to enforce any or all provisions at another time.

Miscellaneous

The effectiveness of these Conditions shall not be impaired if any provision herein is found to be invalid or unenforceable. In this case, the Parties shall agree on a substitute provision that meets the commercial intention of the parties in relation to that invalid or unenforceable provision. The language of this Order shall be English Correspondence.