The following terms and conditions shall apply to all orders placed with MULTIMARKET USA (henceforth addressed simply as SELLER) and shall constitute the entire agreement between the parties. The terms and conditions may not be varied and no modification or addition shall be of any true effect unless specifically accepted by SELLER in writing. If any conflict between the BUYER’s order form (and any of its attachments) and these terms and conditions exists, THESE TERMS AND CONDITIONS SHALL PREVAIL, SUPERSEDE AND GOVERN the sale of products between SELLER and the BUYER. Cancellation: BUYER may not cancel, alter or revise any orders already accepted by SELLER without prior written consent of an authorized officer of the SELLER. Upon any such occurrence, BUYER agrees to indemnify SELLER for all costs reasonably incurred in reliance upon the initial order received, including but not limited to costs relating to work-in-progress, unused raw materials and services rendered, up to the total value of the order in question. Payment: Standard payment terms shall be cash in advance for any single order placed with SELLER. Credit may be offered for registered BUYERs, subject to evaluation. If conferred, this privilege may be withdrawn at any time by SELLER at its sole discretion. SELLER further reserves the right to charge BUYER interest of 1.5% over values more than 30 days overdue. BUYER also agrees to pay any court or legal fees, should his account be referred to a collection agency. Taxes: Any applicable taxation at the destination shall remain the obligation of the BUYER. Delivery: Any delivery schedule which SELLER may provide to BUYER represents an estimate of delivery dates and shall not be construed to bind SELLER to anything beyond the reasonable effort to meet such estimates. Shipping: Standard SELLER shipping terms are CPT with freight charges prepaid and evidenced on the invoice for transfer to the BUYER, unless otherwise noted. Shipment with EXW incoterms and freight collect is also available to selected destinations. Transfer of cargo shall be deemed to occur domestically and legal responsibility over cargo and documentation is transferred to 1^st Freight Carrier. If no shipping instructions are supplied by BUYER, BUYER automatically accepts the remittance of freight collect charges, duties and taxation directly to BUYER from the Freight Carrier selected by SELLER, at closest port of destination selected by SELLER. Inspection: It is BUYER’s responsibility to inspect his cargo upon arrival to ensure that the cargo is in good condition. Any cargo not rejected upon delivery will be deemed to have been fully accepted by BUYER. Returns: Returns are acceptable only when authorized by an officer of the SELLER, and may occur under BUYER’s expense. Returns are not acceptable for custom products. Discontinuation: SELLER reserves the right to suspend or discontinue supply of products to BUYER in case the latter is in fault with any material obligation under the terms of sale herein. Values owed by BUYER to SELLER shall survive any discontinuation in supply. SELLER also reserves the right to discontinue any products from its line card, at any time, once confirmed pending orders are fulfilled. Force Major: Neither party shall be deemed responsible for circumstances beyond reasonable control, which make performance impossible or delay its performance of the articles hereunder. Indemnification: BUYER agrees to comply with all applicable governmental laws, rules and regulations and to render SELLER harmless for and from any and all liabilities rising from BUYER’s failure or omission to do so. SELLER will further be free of any responsibility, financial or otherwise, for restrictions imposed by local governments onto the importation of products not compliant to local laws and regulations for products supplied under BUYER’s instructions or without the benefit of any instructions by BUYER. Confidentiality: SELLER agrees not to disclose any information regarding BUYER’s business, customers or processes to third parties unless requested to do so, or approved to do so by a certified officer of BUYER or by force of law. Terms: These terms shall continue to be effective until the obligations constituted herein between the parties have been performed. LIMITED WARRANTY: SELLER warrants that the products and services furnished to BUYER shall be free from defects in material and workmanship for a period not to exceed 30 days. If a product is proven not to have met Manufacturer’s warranty, then SELLER’s SOLE OBLIGATION shall be to intercede with the Manufacturer of the product to replace such quantity as is proven defective or to provide another form of compensation to BUYER per mutual agreement. SELLER has NO OBLIGATION to replace defective product on its own capacity, nor will the Manufacturer be obliged to replace product that has been misplaced, misused, modified, accidented, neglected, mishandled or given improper maintenance while under BUYER’s custody. No product may be returned to SELLER without written consent by an officer of the corporation. THIS WARRANTY IS MADE IN CONJUNCTION WITH MANUFACTURER’S WARRANTIES AND IN LIEU OF ALL OTHER EXPRESS WARRANTIES, RIGHTS OR CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING FROM THE COURSE OF COMMERCIALIZATION. BUYER IS FULLY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF A PRODUCT FOR ITS INTENDED USE BEFORE ITS USE. NEITHER SELLER NOR THE MANUFACTURER SHALL BEAR LIABILITY, IN TORT OR IN CONTRACT, FOR ANY LOSS OR DAMAGE, DIRECT, INCIDENTAL, OR CONSEQUENTIAL, INCLUDING BUSINESS INTERRUPTION, LOSS OF BUSINESS PROFITS OR REVENUE ARISING OUT OF THE USE OR THE INABILITY TO USE A PRODUCT. NEITHER SELLER NOR MANUFACTURER SHALL BE LIABLE FURTHER, SELLER WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM THE DELAY OR INABILITY FROM SELLER IN PERFORMING ITS DUTIES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ANY CUMULATIVE CLAIMS PRESENTED TO SELLER EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER FOR ANY PARTICULAR PURCHASE, REGARDLESS OF WHETHER A CONTRACT HAS BEEN BREACHED.