Orient Corporation of America
6 Commerce Dr., Suite 301
Cranford, New Jersey
NJ 07016, USA
Phone: 908-298-0990
Fax: 908-298-1833
www.orient-usa.com

TERMS AND CONDITIONS OF SALE OF PRODUCTS

1. Acceptance. These terms and conditions of sale (“Terms”) are applicable to all quotations, purchase orders, requests for delivery and/or any requests in substantially the same or similar nature (collectively, “Orders”), and are the only terms and conditions applicable to the sale or provision of Orient Corporation of America’s (“Seller”) products (“Products”) to buyer (“Buyer”), except those that relate to the description and specifications of the Products. Seller hereby objects to and rejects any other terms and conditions appearing on, incorporated by reference in, or attached to, Buyer’s Orders. Buyer’s acceptance of Products requested in an Order will constitute its acceptance of these Terms.

2. Billing and Payment.
(a) Save for payment terms specified in written agreements between Seller and Buyer, payment is due (i) within thirty (30) calendar days from the invoice date on each of the invoice issued by Seller, or, (ii) where Seller deems appropriate and at its sole discretion, within forty-five (45) days from the invoice date specified on each of the invoice issued by Seller. Seller reserves the right to assess a monthly service charge of one and one-half percent (1.5%) on overdue accounts. Seller may require payment in advance if in Seller’s opinion Buyer’s financial condition reasonably appears to call for such action.

(b) Unless otherwise specifically indicated by Seller, prices quoted are exclusive of, and Buyer agrees to pay, (i) shipping and related fees, (ii) foreign, federal, state, local excise, sales, use, personal property or any other taxes or duties, except taxes based on Seller’s income, and (iii) any other fees or charges not agreed upon by Seller in writing prior to each delivery of Products. With respect to the aforementioned taxes or duties, any certificates or other evidence of applicable exemptions to such taxes or duties must be provided to Seller prior to invoicing or such taxes or duties will be charged to Buyer; provided, however, if Seller does not collect such items from Buyer and is later requested or required to pay the same to any taxing authority, Buyer shall promptly make payment to Seller or directly to such taxing authority if requested by Seller; provided further that Seller may include such taxes or duties in subsequent invoices as an integrated amount to be settled if Buyer does not pay such taxes or duties in accordance with the stipulations specified herein.

(c) Payments are not subject to setoff or recoupment for any present or future claim Buyer may have.

(d) Pricing is subject to change only by Seller upon any change in information and/or requirements during the course of an Order. Otherwise all pricing is firm. Seller does not represent that its prices will be the lowest charged to any other customer or comparable to prices offered by any third party.

3. Acceptance of and Amendment to Orders.
(a) All Orders are subject to acceptance by Seller and shall become binding only after Seller acknowledges its acceptance thereof, in writing, within ten (10) business days after Seller’s receipt of the Orders. Additionally, Seller shall not be liable for Orders not accepted thereby and may, at its sole discretion, (i) reject any Orders or (ii) propose amendments to any Orders, provided, however, that for amending an Order, the proposed amendment shall be consented by Buyer in writing before such amendment become applicable and effective. In the event Buyer does not consent to the proposed amendment, the given Order will be deemed as not accepted by Seller unless Seller indicates otherwise.

(b) Where Buyer elects to amend a Seller-accepted Order for the change of quantity, type or unit price of the ordered Products, such amendment must be submitted to Seller within five (5) calendar days from the date the concerned Order is accepted; provided, however, that the proposed amendment shall be subject to the consent of Seller in writing before such amendment become applicable and effective. Buyer shall assume all costs or expenses incurred related to such amendment should Seller consent to such amendment.

4. Place of Delivery and Method of Tender.
(a) Delivery terms are FOB Seaford, Delaware, Incoterms 2010, unless otherwise agreed to in writing by Seller. Seller will arrange for an appropriate means of transportation of Products and will notify Buyer if premium freight is required for meeting the specified delivery date.

(b) Buyer shall bear any and all expenses, including handling, packaging and additional freight charges, if Buyer furnishes special transportation instructions.

(c) Without limiting Article 2(b), when “export packing” is required, Buyer shall be responsible for any and all extra charges such as export duties, licenses, fees and the like.

(d) Orders for Products to be exported are subject to Seller’s ability to obtain export licenses and other necessary papers within a reasonable period. Buyer will furnish all information required for the export, including but not limited to Consular and Customs declarations, and will accept and bear all responsibilities resulting from errors or omissions thereon. Buyer represents and warrants that it has not and will not transship or re-export the Products or any products or items which incorporate the Products if such transshipment or re-export violates local or U.S. export laws.

10. Hazardous Materials. Buyer acknowledges that certain materials covered by these Terms may currently or later be considered hazardous materials under various laws and regulations. Buyer agrees to familiarize itself (without reliance on Seller except as to the accuracy of special safety information furnished by Seller), with any hazards of such materials, their applications and the containers in which such materials are shipped, and to inform and train its employees and customers as to such hazards. Buyer shall hold Seller harmless against any claims by its agents, employees or customers relating to any such hazards except to the extent such claims arise solely and directly from Seller’s failure to meet written specifications or the inaccuracy of specific safety information furnished by Seller.

11. Delay.
(a) Unless otherwise agreed upon by Seller and Buyer in writing, delivery dates or due dates (as shown on an Order) for delivery are approximate and not guaranteed. Seller will not be liable for any damages or costs resulting from any delayed deliveries made after a specified delivery date or due date.

(b) Buyer may terminate a non-custom Order without penalty only for delays in excess of one hundred and fifty (150) calendar days, and only as to the undelivered portion.

12. Cancellation. Except as otherwise provided herein, all sales are final. Buyer may not cancel Orders for custom Products or Products that have been delivered to Buyer. All other Orders are subject to a ten per cent (10%) cancellation fee. In the event of cancellation, Seller is entitled to all costs incurred plus a reasonable profit. Cancellation must be in the form of a certified letter to Seller.

13. Force Majeure. Except for Buyer’s payment obligations, neither party shall be liable for delays in performance or non-performance, in whole or in part, or any loss, damage, cost or expense, resulting from causes beyond its reasonable control, such as acts of God, fire, strikes, epidemics, pandemics, embargos, acts of government or other civil or military authority, war, riots, delays in shipment or transportation, difficulties in obtaining labor, materials, manufacturing facilities (each, a “Force Majeure Event”), the time for performance shall be extended for the duration of the Force Majeure Event; provided, however a party may cancel the unperformed part of this Terms and/or any Order if such Force Majeure Event lasts longer than one hundred and fifty (150) days and the non-performing party has not exercised commercially reasonable efforts to perform its contractual obligations. If a Force Majeure Event affects Seller’s ability to meet its obligations at the agreed upon pricing, or Seller’s costs are otherwise increased as a result of such Force Majeure Event, Seller may cancel the unperformed part of these Terms and/or any Order and/or increase pricing accordingly upon written notice to Buyer.

14. Governing Law; Venue; Actions; Attorneys’ Fees. This Terms is governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws provisions. The parties’ consent to the sole and exclusive venue and jurisdiction of the federal and state courts situated in or having jurisdiction over New York County, New York. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any action by Buyer for loss or damage arising from or related to the Products must be commenced within the earlier of one (1) year from the date of delivery or occurrence of the event, or such claim will be forever barred. If Seller substantially prevails in any legal dispute, Buyer shall pay all reasonable costs incurred by Seller, including but not limited to collection costs, attorneys’ fees and costs of legal action.



15. Entire Agreement; Modifications; Waiver. These Terms are the entire agreement between the parties, there being no other promises, terms, conditions, or obligations, referring to the subject matter not contained herein. If any provision of these Terms to any extent is declared invalid or unenforceable, the remainder of these Terms will not be affected thereby and will continue to be valid and enforceable to the fullest extent permitted by law. Any modifications hereto must be in writing and signed by both parties. Seller’s failure to strictly enforce any of these terms shall not be considered a waiver of any of its rights hereunder. If any term herein is declared invalid or unenforceable to any extent, the remainder of these Terms will not be affected thereby, and each term herein will continue to be valid and enforceable to the fullest extent permitted by law.

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(e) Title and risk of loss or damage to the Products or any part of the Products will pass to Buyer upon delivery to carrier at the designated location as specified in Article 4(a), and Buyer shall be responsible for filing any damage claims with the carrier.

(e) Products are deemed accepted unless Buyer provides Seller with written notice of rejection within twenty (20) calendar days after delivery or a shorter period agreed to in writing by the parties.

5. Provision of Information. Where applicable, and either prior to or concurrent with each deliveries of Products, Seller will provide Buyer with (i) a SDS (Safety Data Sheet), and/or (ii) a Shipping Advisory, which may include a bill of lading (BOL) or relevant shipping information; provided, however, that such information will be provided in the manner that Seller deems appropriate, including, without limitations, including transmitting them by email, unless Seller and Buyer stipulate otherwise in writing.

6. Limited Warranties. Seller warrants that the Products are in accordance with the specifications provided by Seller. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. No employee or agent of Seller, other than an officer of Seller by way of a signed writing, is authorized to make any warranty in addition to the foregoing. Certain printing applications may be regulated by the United States Food & Drug Administration or by laws in other jurisdictions. These may include applications where Products may come into contact with medical devices, pharmaceuticals, cosmetics, food or other substances intended for consumption, or veterinary health products. It is the responsibility of the Buyer to ensure compliance with any such regulations.

7. Limitation of Buyer's Remedies. IN NO EVENT WILL SELLER BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, THIRD PARTY OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION THOSE BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL, EQUITABLE OR STATUTORY CLAIM, CAUSE OF ACTION OR LEGAL THEORY. IN ANY EVENT OF LIABILITY, SELLER'S LIABILITY SHALL BE LIMITED TO ACTUAL DAMAGES TO THE EXTENT DIRECTLY AND SOLELY CAUSED BY SELLER'S MATERIAL BREACH. EXCEPT AS OTHERWISE PROHIBITED BY LAW, SELLER'S MAXIMUM LIABILITY HEREUNDER REGARDLESS OF LEGAL THEORY WILL NOT EXCEED PRICE OF SELLER'S PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT WILL SELLER BE REQUIRED TO INDEMNIFY BUYER OR ANY OTHER PARTY.

8. Seller's Remedies. Without (i) waiving any other rights or remedies available to it under applicable law or otherwise and (ii) limiting any provisions in this Terms, Seller may defer performance hereunder or under or pursuant to any other agreements with Buyer, until all past-due accounts of Buyer are fully satisfied. Seller's rights and remedies in these Terms are in addition to, and not in lieu of, any other rights or remedies Seller may have at law or in equity.

9. Proprietary Rights. Seller will retain all intellectual property rights to creations, designs, drawings, patterns, plans, specifications, technology, technical data and information, formula, technical processes and/or business methods, whether patentable or not, arising from the sale or provision of Products to Buyer. Buyer agrees not to enforce against Seller or Seller's customers any patent rights that include any designs, specifications, technical data, formula, process or business method utilizing or otherwise relating to Products delivered pursuant to an Order.



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