TERMS OF SALE OF PRODUCTS OR SERVICES

PRODUCTS AND/OR SERVICES SOLD BY CROSSDOCK SUPPLY (CDS) ORITS SUBSIDIARIES ARE SUBJECT TO THE TERMS AND CONDITIONS BELOW. THE PURCHASER'S ACCEPTANCE OF THE SHIPMENT OR SERVICE PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. ANY OTHER OR ADDITIONAL TERMS OR CONDITIONS IN THE PURCHASER'S ORDER, OR ANY OTHER RELATED COMMUNICATION, ARE OPPOSED AND WILL NOT BE BINDING ON CDS UNLESS AGREED UPON IN WRITING BY AN CDS CORPORATE OFFICER.

PRICE:

All prices are effective at the time of shipment or when the performance of services occurs. Prices do not include freight, shipping, or handling fees or duties. Prices do not include any current or future sales, value-added, use, excise, or other similar taxes. All price quotes by CDS are subject to change or correction without notice. Export orders are subject to special pricing. A standard shipping charge will be applied to every invoice for materials to cover the preparation, packaging, freight, and any other additional cost associated with each shipment based on the weight or value of the said shipment.

PAYMENT TERMS AND CONDITIONS:

If the Purchaser's credit has been approved before the sale, the terms of payment are thirty days net, without setoff or deduction, from the date the invoice was mailed or when materials were delivered (whichever is earliest) unless otherwise agreed upon in writing. The late payment charge is 1 1/2% per month, which is an annual percentage rate of 18%. This late charge will be charged on all past due accounts, and the Purchaser will pay all applied costs it acquired by it in collecting any past due account from the Purchaser. This includes and is not limited to all court costs and attorney fees. If the late fee exceeds the rate that is the maximum permitted by law, charges will be calculated to be the highest permitted, lawful rate. The remittance part of the invoice will always co-occur with the payment. Fees and other adjustments must reference the invoice number to ensure proper credit.

PURCHASER’S CREDIT BALANCE:

Any credit balance must be applied within one year of when it was issued. IfPurchaser fails to apply it within one year, the remaining balance will be canceled, and CDS will no longer have liability except where it is required bylaw. 

WARRANTIES:

CDS makes no warranties and any warranties of merchantability or fitness are excluded under these terms. Materials are only sold with only the warranties extended by the manufacturer of the product. Any services offered by third parties are subject only to the warranties extended by said third parties. These services will be covered in a separate, written agreement and include but are not limited to, repair, design, and maintenance service. Products are sold and intended for commercial use. ThePurchaser is responsible for installing and using the material according to the manufacturer's given instructions.  CDS disclaims all consumer warranties defined in the Mangnuson-Moss Act. CDS employees are not authorized to change this policy.

DELIVERY:

All sales of materials are made F.O.B. point of shipment unless otherwise written.Upon delivery, the title of goods will be passed to the carrier at the point of shipment and all risk, loss, or damage, will be upon the Purchaser. All delivery dates given prior to the actual shipment of materials and performance of services are approximations and the delivery date are not guaranteed or fixed. The Purchaser will notify CDS in the case of non-conforming materials within a reasonable amount of time after the Purchaser becomes aware of such products.

ORDER ACCEPTANCE:

ThePurchaser accepts that no order will be considered received unless and until it is verified and accepted by CDS, or any of its U.S. affiliates, subsidiaries and divisions, at a continental U.S facility or at any of its websites. ThePurchaser additionally consents that submission of its order will subjectPurchaser to the jurisdiction of the United States of America and of the State where receiving occurred in the United States of America.

LIMITATION OF LIABILITY:

Regardless of cause or fault, CDS's liability on any claim for loss or damage will not surpass the price assigned to the materials or services associated with the claim. This include any damage or loss attributed to this contract or performance or breach thereof or related with any materials or services supplied or sale, resale, use of materials whether based on warranty, tort, contract or any other grounds. CDS will not be liable for any labor charges unless prior written consent is granted. This limitation of liability indicates a shared allocation of risks between CDS and the Purchaser. CDS is not liable whether as a result of breach of contract, warranty, tort (including negligence) or other grounds for incidental, consequential, or special damages. This includes, but is not limited to:

a)     loss of profits or revenue

b)    loss of use of Materials or associated products

c)     loss of capital

d)    loss or costs of substitute products, facilities or services

e)     downtime costs

f)     or any claims of customers of Purchaser for damage

CDS will not have any liability, whether based on contract, warranty, tort (including negligence) or other grounds for providing advice or assistance concerning any materials or services supplied, any system, any equipment in which any such materials are to be installed.

MATERIAL SAFETY DATA SHEETS:

Material Safety Data Sheets (MSDS) for certain products sold by CDS are created by the manufacturer and available by request from CDS. Paper copies of MSDS can be available on-demand via mail or facsimile.

SUBSTITUTIONS:

CDS reserves the right to exchange an equal product in place of a product ordered when the interchangeableness of the product is based on function, fit, and form unless it is explicitly restricted in the purchase order.  

EQUAL OPPORTUNITY AND LABOR PRACTICES:

The regulations published in Section 202 Of Executive Order 11246 are incorporated by reference to all orders. CDS confirms all materials covered in the invoice have been produced according to terms set forth in the Fair Labor Standards Act of 1938.  

NUCLEAR AND OTHER HAZARDOUS ACTIVITIES:

Materials sold hereunder are not intended for the use or connection with nuclear facilities or any other hazardous activity where the failure of a single component could harm people or property unless expressly agreed to in writing by an authorized employee of CDS. In the case of such activity, CDS rejects any and all liability for any nuclear damage, contamination, or injury. ThePurchaser will indemnify and hold CDS harmless for such liability no matter the result stemming from breach of contract warranty, tort (including negligence) or other grounds. CDS and its suppliers and insurers are not liable to thePurchaser for damage or property located onsite a nuclear facility based on contract, warranty, tort (including negligence).

RETURNS AND CANCELLATIONS:

ThePurchaser may cancel an order to CDS by mutual agreement based on payment of reasonable cancellation charges.  The Purchaser will not return materials without CDS's prior written authorization and payment of a15% restocking charge. The Purchaser will be responsible for expense and freight of these authorized returns. No returns are allowed after 60 days upon delivery. No credit will be issued for shipping charges or other expenses.There are no returns on special and made-to-order items.

SHORTAGE or OVERAGES:

All overages or shortages must be identified within 14 days of the date of shipment.

FORCE MAJEURE:

CDS is not liable for delay or failure of delivery or performance due to:

a)     circumstances beyond reasonable control

b)    an act of God

c)     an act of military or civil authority

d)    an act or omission of the Purchaser

e)     government priority or control

f)     fire

g)    a strike or other labor issues

h)    civil disturbances or riots

i)      inability to produce by manufacturer

j)      delay in transportation or any other commercial issues

If a delay does occur, the performance or delivery will be extended for a time frame equal to the time lost during the delay.

CHANGE IN BUYER'S FINANCIAL CONDITION:

With written notice, CDS reserves the right to cancel any order or require full or partial payment or adequate assurance of performance from the Purchaser without liability in the event of:

a)      the Purchaser's filing of a voluntary petition of bankruptcy

b)    Purchaser's insolvency

c)     the appointment of a receiver or trustee for the Purchaser

d)    the execution by the Purchaser of an assignment for the benefit of creditors

CDS reserves the right to suspend its performance until payment, or adequate assurance of performance has been received. CDS reserves the right to cancel the Purchaser's credit at any time for any reason. In order to provide security for the full price of materials furnished, the Purchaser grants CDS a security interest in the materials and the proceeds. The title of the materials will remain in CDS. Materials provided by CDS will not become a fixture because of being attached to real estate until paid in full. The Purchaser agrees to execute any documents or provide information necessary to complete this security interest. A copy of the invoice may be filed at any time as a financing or chattel mortgage, to perfect CDS's security interest. As of this moment, the Purchaser grants to CDS a continuing purchase money security interest in all materials and equipment sold by CDS to the Purchaser wherever located and all products, accessions, and proceeds from the sale thereof. The accounts and accounts receivable may, from time to time, hereafter come into existence during the term of this agreement. CDS's purchase money security interest is expressly restricted to outstanding obligations between CDS and the Purchaser.

ASSIGNMENT OR DELEGATION:

ThePurchaser will not delegate any or all of its duties or rights hereunder without CDS's prior written consent.

DISPUTE RESOLUTION, WAIVER, CHOICE OF LAW:

The failure of either the Purchaser or CDS to maintain a right or insist upon compliance with any term or condition will not constitute a waiver of that right. It will not release any consequential nonperformance of any term or condition by the other party. All transactions will be governed by the laws of the State ofTexas, excluding conflict of law rules. Any and all disputes resulting or relating to transactions hereunder will be settled by binding agreement inHouston, Texas under Texas law conducted by the American Arbitration Association under its Commercial Arbitration Rules. The decision on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators will have the powers a state court judge would have had if the matter had been filed in such court, including equitable powers, except for the authority to award punitive damages. CDS's Actions for nonpayment by the Purchaser of the price of materials or services sold may be brought by CDS at CDS's option, before any court of competent jurisdiction in MontgomeryCounty, Texas and to the extent permitted by applicable law. Trial by jury is waived. The provisions of the United Nations Convention on Contracts for theInternational Sale of Goods will not apply.

LAW COMPLIANCE:

CDS will take all reasonable steps to ensure materials sold by it conform with various nationally recognized standards and regulations as may affect the materials. The Purchaser acknowledges that the materials are utilized in many regulated applications and that rules and regulations conflict with one another from time to time. CDS makes guarantee or representation that the materials will conform to any federal, state, or local laws, ordinances, regulations, codes, or standards. This applies except as particularly specified and agreed upon in writing as part of the contract between the Purchaser and CDS. CDS prices do not include the cost of any related inspections, permits, or inspection fees.

SPECIAL TOOLS:

All special tools, including but not limited to dies, jigs, patterns, machinery or equipment needed by CDS for the performance of this sale are the property of CDSunless agreed in writing by CDS or unless it is paid for by the Purchaser according to the invoice. Export sales of CDS products will be governed by the following additional terms and conditions. The additional terms will predominate for export sales of CDS products in the event of a conflict between CDS's standard terms and conditions and additional terms. 

GENERAL:

All orders are subject to acceptance by CDS. The terms and conditions in CDS's forms are incorporated within by reference and constitute the complete and exclusive agreement between the Purchaser and CDS. Any representation, affirmation of fact and course of dealing, promise or condition in connection in addition to that or usage of trade not incorporated within, will not be binding on either party. If any provision hereof shall be unenforceable, void, or invalid for any reason, such provision will be automatically voided. It shall not be part of this agreement, and the enforceability or validity of the remaining provisions will not be affected whereby.

EXPORT CONTROLS AND RELATED REGULATIONS:

ThePurchaser signifies and guarantees that it is not on or associated with:

a)     any organization on the UnitedStates Department of Commerce's Bureau of Industry and Security's DeniedPersons List or Unverified List.

b)    the United States Department of theTreasury's Office of Foreign Assets Control lists

c)     Specially Designated Global Terrorists

d)    Specially Designated Nationals

e)     Specially Designated NarcoticTraffickers-Kingpin

f)     Specially Designated NarcoticsTraffickers

g)    Specially Designated Terrorists List

h)    the United States Department ofState's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List

i)      or is subject to a denial order issued by the United States Department of Commerce

The Purchaser will comply with all applicable laws and regulations of governmental bodies or agencies. These include but not limited to all relevant export control laws of the United States or other governing agencies and their successors. The Purchaser agrees to indemnify and hold CDS harmless from liabilities, penalties, costs, sanctions, or fines related to non-compliance with relevant and applicable export laws and regulations.

U.S. FOREIGN CORRUPT PRACTICES ACT:

The Purchaser certifies that it is an independent contractor and represents and warrants that it has not agreed to, offered to, paid, authorized the giving of, or caused to be paid (both directly and indirectly) money or anything of value to any foreign official as defined in the U.S. Foreign Corrupt Practices Act in conjunction with the purchase or resale of CDS ordered products.

FOREIGN PRINCIPAL PARTY IN INTEREST andFREIGHT FORWARDER:

The Purchaser will be the foreign principal party in interest and agrees that its freight forwarder will act as the Purchaser's agent in such a case as in the capacity of the Export Administration Ace or other relevant purposes. The Purchaser and freight forwarder will appropriate liability for export or routed transaction documentation. The Purchaser or its freight forwarder will provide copies of any import, export, or shipping documentation prepared by the Purchaser or the freight forwarder related to sales to them from CDS upon CDS's request.

ANTI-DIVERSION:

The Purchaser represents that it is purchasing products from the U.S. and importing them to the country specified in the Purchaser and CDS documentation. The Purchaser accepts and agrees that products will be shipped to the designated destination in compliance with the laws of said destination and the United States. The Purchaser agrees that the products will not be exported, sold, transferred, assigned, used, or otherwise disposed of (both directly and indirectly) in a manner which is non-compliant with U.S. laws and regulations. Any software, technology, or commodities will be exported from the United States in accordance to the U.S. Export Administration Regulation and/or other applicable laws and regulations. Deviation contrary to U.S. law is strictly prohibited. The Purchaser will provide documentation satisfying to CDS verifying delivery at the designated country if requested by CDS. In addition, the Purchaser agrees to inform CDS at the time of the order of any North American Free Trade Agreement or other applicable documentation, packaging or product marking or labeling. Still, CDS will not be responsible for providing before-mentioned documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless CDS specifically agrees in writing.

PERMITS, EXPORT, AND IMPORT LICENSES:

The Purchaser will be responsible for obtaining any official authorizations or licenses required by the country of importation. The Purchaser will also be responsible for obtaining any licenses or officials authorizations that may be required under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic SubstancesControl Act, or other relevant laws or regulations.  

PURCHASE TERMS AND CONDITIONS

AS APPLIED TO CROSSDOCK SUPPLY (PTY) LTD AND ITS SUBSIDIARIES  

THIS ORDER IS SUBJECT SOLELY TO THE TERMS AND CONDITIONS OF PURCHASE APPEARING WITHIN. PURCHASER REJECTS ANY ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS.

a)    Unless specifically stated, the Purchaser’s goods are for resale and are not subject to either"sales" or "use" taxes. The Seller is responsible for asking the Purchaser for applicable certification.

b)   All shipments must contain by a packing list. The Purchaser’s ordering location and order number(and letters) must be on all shipping containers, packing lists, invoices, and subsequent correspondence.

c)    An invoice copy must be sent to the ordering location within five days of the shipment. This pertains to all merchandise delivered to our clients or to any other destination other than the ordering site.

d)   Do not obtain transportation insurance unless specifically requested. Use the customer’s preferred carrier. Any freight over-payments or over-charges will be subtracted from the invoice payment.

ACCEPTANCE OF CONTRACT:

All work, services, material, and goods are under contract and subject exclusively to the terms and conditions set within this contract. The terms and conditions are accepted either by acknowledgment or by the beginning of services by the Seller. All terms and conditions comprise the entire agreement between the parties. Changes in the terms and conditions are not valid unless agreed upon in writing by an authorized person representing the Buyer.

PACKAGING AND TRANSPORTATION:

The Seller will be charged for any damage or loss due to improper packaging, preparation, and loading.  

DELIVERY:

Failure to deliver by the specified delivery date noted in the Purchaser's order may be subject to remedies. The Purchaser may cancel an order (either in whole or in part) without any liability if the delivery is not made within the time specified on the order.

PRICE:

The Buyer is liable for the price indicated on the order. If the price is missing from the order, the Seller will invoice according to the last price quoted to the Purchaser or previously paid by the Purchaser for goods of similar conditions and amounts. There will be no additional charges unless expressly agreed to in writing and in advance by the Purchaser. The Seller certifies that the goods' prices are the same and of equal value to those currently offered to other customers for the same or similar products. The Seller agrees to reduce the cost of the goods if the Seller establishes a lower price for the sale of such goods in such quantities.

ACCEPTANCE OF GOODS CONCERNING TITLE, RISK OF LOSS, INSPECTION:

The acceptance of goods will occur when the goods have been delivered to the Purchaser's designated destination and have passed the Purchaser's inspection. At the time, the title to and the risk of loss will be passed on to the Purchaser. Payment on the goods does not constitute acceptance of the goods.

WARRANTIES:

The Purchaser will have the right to all Purchaser's remedies and Seller’s warranties to the fullest extent provided under the Uniform Commercial Code. This includes but is not limited to warranties of merchantability and fitness. These remedies and warranties will remain through inspection, tests, acceptance, and payment. The Seller will deliver only new goods to Purchaser, unless specifically addressed by the Purchaser in writing. The Seller will obtain the goods directly from the original component or equipment manufacturer (OEM) or an OEM’s authorized distributor. Counterfeit or suspected counterfeit goods will not be delivered. There must be proper documentation that proves traceability to the appropriate OEM. The Purchaser will immediately notify the Seller if they know or suspect counterfeit goods. If the Seller agrees that counterfeit items are present and given to the Purchaser, they will not be returned to the Seller. Furthermore, the Seller may be liable for costs relating to removal, replacement, and impoundment. The Seller guarantees that all goods delivered are free of liens or other claims of ownership. Furthermore, the seller guarantees that all goods sold to Buyer were created in accordance with industry standards. The goods are to meet the Purchaser's specifications, quality policies, and meet all the applicable U.S. legal and regulatory requirements. The Seller guarantees that all work and services are performed with reasonable care, competent, professional, and free from defects, and follows all specifications and the best professional practices in the industry for a period of twenty-four months from before delivery.

INSURANCE:

The Seller should have valid insurance, which is reasonably acceptable to the Purchaser. The insurance includes the minimum limits as follows:

a)    Commercial general liability insurance includes products and completed operations coverage and a contractual liability with a minimum, with a combined single limit of $2 million each occasion

b)   Automobile liability insurance covers all owned, hired, and non-owned vehicles with a minimum of no less than $2 million per occasion

c)    Workers’ compensation insurance containing statutory limits per the laws of the state in which the work or any part of the work is completed

d)   Professional liability insurance(where applicable) with a limit of no less than $1 million per claim

e)    Any other insurance required by law or as reasonably requested by Purchaser.

Furthermore, commercial general liability and automobile liability policies must name thePurchaser, its directors, officers, employees and agents as additional insureds. To the extent permitted by law, the Seller and its insurance carriers agree to waive all rights of recovery against Purchaser and its directors, officers, employees, and agents for recovery of damages to the extent these damages are covered by the insurance required as listed. Seller will provide the Purchaser with evidence of insurance reasonably satisfactory to Purchaser showing compliance with these insurance requirements prior to the start of work and within ten business days of each new policy period. Insurance policies will not be changed or cancelled without Purchaser receiving at least 30 days’ written notice prior to the change. The Seller will also ensure that work onSeller’s behalf, including any subcontractor, will maintain the same insurance as stated here. Seller’s insurance will be primary and non-contributory to any other insurance secured by Purchaser. The coverage and limits will not be deemed a limitation on Seller’s liability or as a representation by Purchaser that the insurance coverage and limits required of the Seller under this Agreement are sufficient to protect the Seller. In the case of the Seller’s breach of this provision, the Purchaser has the right to procure the required insurance and charge it to the Seller.

COPYRIGHT AND PATENT:

The Seller will protect and defend the Purchaser and the Purchaser's successors, customers, and users harmless from all claims, costs, and liabilities which arise out of or exist because of infringement, alleged infringement of patentor copyright, on account of the manufacture, sale, and use of the products provided. This includes without limitation any court costs and reasonable attorney fees. This protection applies except when the Purchaser supplies all specifications and drawings for the products provided.

INDEMNIFICATION:

The Seller will indemnify, and the Purchaser will be free from any liability or cost for all claims, damages, judgments, and liabilities relating to this agreement or goods and services provided. This includes, but is not limited to, the Purchaser's testing, inspection, court costs, and reasonable attorney's fees. This pertains to this agreement except when these things happen due to the willful misconduct of the Purchaser.

LIMITATION OF LIABILITY:

Regardless of the cause, fault, or grounds:

a)    The Purchaser is not liable on any grounds for indirect, special, incidental or consequential damages of any kind.These include, without limitation, disciplinary or economic losses or lost profits, regardless of whether the Purchaser had reason to know or knew of the possibility of these damages

b)   The Purchaser's total liability under no grounds should exceed the purchase price payable by the Purchaser for the specific products pertaining to the claim under this order.

EXCESS QUANTITIES/SUBSTITUTIONS:

Any excess goods, non-conforming goods, or unauthorized substitutions will not be accepted by the Purchaser. Any such goods will be held at the Seller’s risk with all transportation charges paid by the Seller.

MANUFACTURE AND MATERIAL COMMITMENTS:

Unless authorized by the Purchaser, the Seller will not commit materials or make in advance before the time deemed necessary to permit shipment on delivery dates.

CANCELLATION:

ThePurchaser has the right by written notice to cancel, suspend or modify the goods and services to be furnished by Seller under the Purchaser's order. ThePurchaser is liable to Seller for the agreed-upon price for products accepted by the Purchaser and for the Seller's for reasonable materials and work performed up to the time of cancellation, or is otherwise unusable or unsellable by Seller, net of the remaining value.

DEFAULT:

The Purchaser reserves the right, by written notice to cancel any order without liability to Buyer in the event of

a)    Seller’s insolvency

b)   Seller’s filing of a voluntary Petition of Bankruptcy

c)    the filing of an involuntary petition to have Seller declared Bankrupt

d)   by the appointment of a Receiver or Trustee or Seller, or by the execution by Seller of an Assignment for the Benefit of Creditors.

If Seller fails to perform or breaches any of the terms, thePurchaser reserves the right to immediately and without any liability:

a)    Cancel the order in whole or in part by written notice to Seller, or

b)   After notifying Seller of such failure or breach and Buyer’s intent to exercise such right, obtain the goods from another source, with any excess costs resulting from chargeable to Seller.

The Seller will be liable for Buyer’s damages in connection with such breach or failure to perform including consequential damages reasonably foreseeable by Seller or of which Seller has apprised by Buyer, provided, however, the Seller shall not be responsible for delays or defaults occasioned by fires, acts of God, wars or riots. However, in the event of such occurrence,Buyer reserves the right to cancel the order without liability of any kind.

SETOFF:

The Purchaser is entitled to setoff any amount owing fromSeller to the Purchaser against any amount payable by Purchaser, according to Purchaser’s order at any time.  

COMPLIANCE WITH LAWS:

Seller shall fully comply with all applicable laws and regulations, including, but not limited to:

a)    federal, state and local laws and regulations

b)   export and import laws and regulations

c)    applicable data protection laws and regulations

d)   the Occupational Safety and HealthAct of 1970, 29 U.S.C.A. §§651-678

e)    the Walsh-Healey Act, 41 U.S.C.A.§§35-45

f)    the U.S. Foreign Corrupt PracticesAct and similar anti-bribery laws

g)   The Fair Labor Standards Act of1938, 29 U.S.C.A. §§201-219, as amended, 48 CFR 252.204-7012

h)   Safeguarding Covered DefenseInformation and Cyber Reporting

The Seller will comply with all matters included in the paragraphs below and indemnify and hold Buyer harmless from any liability cost or expense resulting from Seller's failure of compliance. This includes, but is not limited to, the Purchaser's court costs and any reasonable attorney's fees. The Seller agrees to provide the Purchaser with a certification of compliance concerning any or all such laws, regulations, and/or the Purchaser's Code of Business Ethics.

INSPECTION AND AUDIT:

With reasonably advanced written notice to the Seller, the Purchaser and its customers will be allowed to inspect facilities where the products are produced, developed, and stored. The inspection must occur within business hours that are reasonably convenient to each party. Within 30 business days’ written notice, the Purchaser will have the right to audit and inspect theSeller’s facilities and records relating to the Seller’s responsibilities under this agreement and concerning the products. This audit or inspection must be at a time and place that both parties agree to. If the Purchaser reasonably believes that the Seller is breaking a term of this agreement or any Legal Requirements, the Purchaser will be allowed to inspect Seller’s facilities during regular business hours without advance notice to the Seller.  In addition, theSeller will allow access to the Purchaser, its customers, and any government entity demanding access to any Seller facility according to said legal demand.

REMEDIES:

The remedies provided by Purchaser within will be cumulative and in addition to any other solutions provided by law. The invalidity in whole or in any part of any provision within will not affect the validity of any other provision. A waiver of a breach of any provision within will not constitute a waiver of any other breach.

GOVERNING LAW:

The contract resulting from the acceptance of the Purchaser's order will be governed by and interpreted according to the laws of South Africa, excluding the choice of law statutes to the contrary. The United Nations Convention onContracts for the International Sale of Goods is excluded. Any dispute or claim resulting from or in connection with this Agreement will be brought only in any state or Federal court with jurisdiction and venue over the High Court in CapeTown, and the dispute or claim is made unless all before-mentioned courts refuse to accept jurisdiction or venue.

EQUAL EMPLOYMENT:

This Seller and any Seller-subcontractor will adhere to the requirements of 41C.F.R. §60-300.5(a) and 41 C.F.R. §60-741.5(a). These regulations prevent discrimination against:

a.    qualified protected veterans  

b.    qualified individuals based on disability

This contract requires affirmative action by including prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities. To the extent applicable to the Purchaser's order, the contract requirements outlined in Section 202 of Executive Order 11246 (equal opportunity), as amended, and the regulations promulgated thereunder (41 C.F.R. Part 60¬741) and Executive Order 11625(utilization of minority business enterprises) as modified are included by reference within as if entirely rewritten with respect to it. The Seller agrees to provide the Purchaser with a certification of compliance with such Executive Orders upon request.

HAZARD COMMUNICATION:

The Seller will comply with the OSHA Hazard Communication Standard (29 C.F.R.Section 1910-1200). The Seller will comply with all state and local right-to-know laws, and all other federal, state, and local laws regulations relating to hazardous chemicals. This includes, but is not limited, to the safety data sheet and product labeling requirements.

CONFLICT MINERALS:

The Seller agrees to make good faith inquiries designed to determine whether any conflict mineral (as defined in the Securities and Exchange Commission's final rule on conflict minerals, 17 C.F.R. Parts 240 and 249(b)), is included in any good delivered to the Purchaser. The Seller agrees that all inquiries performed will be consistent with the rule's requirements and the Purchaser's policies. The Seller agrees to respond promptly to the Purchaser's inquiry by certifying in writing to the Purchaser whether the Seller is complying with this paragraph.

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TERMS OF SALE OF PRODUCTS OR SERVICES

PRODUCTS AND/OR SERVICES SOLD BY CROSSDOCK SUPPLY (PTY) LTD (CDS) OR ITS SUBSIDIARIES ARE SUBJECT TO THE TERMS AND CONDITIONS BELOW. THE PURCHASER'S ACCEPTANCE OF THE SHIPMENT OR SERVICE PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS.ANY OTHER OR ADDITIONAL TERMS OR CONDITIONS IN THE PURCHASER'S ORDER, OR ANY OTHER RELATED COMMUNICATION, ARE OPPOSED AND WILL NOT BE BINDING ON CDS UNLESS AGREED UPON IN WRITING BY AN CDS CORPORATE OFFICER.

PRICE:

All prices are effective at the time of shipment or when the performance of services occurs. Prices do not include freight, shipping, or handling fees or duties. Prices do not include any current or future sales, value-added, use, excise, or other similar taxes. All price quotes by CDS are subject to change or correction without notice. Export orders are subject to special pricing. A standard shipping charge will be applied to every invoice for materials to cover the preparation, packaging, freight, and any other additional cost associated with each shipment based on the weight or value of the said shipment.

PAYMENT TERMS AND CONDITIONS:

If the Purchaser's credit has been approved before the sale, the terms of payment are thirty days net, without setoff or deduction, from the date the invoice was mailed or when materials were delivered (whichever is earliest) unless otherwise agreed upon in writing. The late payment charge is 1 1/2% per month, which is an annual percentage rate of 18%. This late charge will be charged on all past due accounts, and the Purchaser will pay all applied costs it acquired by it in collecting any past due account from the Purchaser. This includes and is not limited to all court costs and attorney fees. If the late fee exceeds the rate that is the maximum permitted by law, charges will be calculated to be the highest permitted, lawful rate. The remittance part of the invoice will always co-occur with the payment. Fees and other adjustments must reference the invoice number to ensure proper credit.

PURCHASER’S CREDIT BALANCE:

Any credit balance must be applied within one year of when it was issued. If Purchaser fails to apply it within one year, the remaining balance will be canceled, and CDS will no longer have liability except where it is required bylaw.

WARRANTIES:

CDS makes no warranties and any warranties of merchantability or fitness are excluded under these terms. Materials are only sold with only the warranties extended by the manufacturer of the product. Any services offered by third parties are subject only to the warranties extended by said third parties. These services will be covered in a separate, written agreement and include but are not limited to, repair, design, and maintenance service. Products are sold and intended for commercial use. The Purchaser is responsible for installing and using the material according to the manufacturer's given instructions. CDS disclaims all consumer warranties defined in the Mangnuson-Moss Act. CDS employees are not authorized to change this policy.

DELIVERY:

All sales of materials are made F.O.B. point of shipment unless otherwise written.Upon delivery, the title of goods will be passed to the carrier at the point of shipment and all risk, loss, or damage, will be upon the Purchaser. All delivery dates given prior to the actual shipment of materials and performance of services are approximations and the delivery date are not guaranteed or fixed. The Purchaser will notify CDS in the case of non-conforming materials within a reasonable amount of time after the Purchaser becomes aware of such products.

ORDER ACCEPTANCE:

The Purchaser accepts that no order will be considered received unless and until it is verified and accepted by CDS, or any of its affiliates, subsidiaries and divisions, at a continental South African facility or at any of its websites.The Purchaser additionally consents that submission of its order will subjectPurchaser to the jurisdiction of the High Court in Cape Town.

LIMITATION OF LIABILITY:

Regardless of cause or fault, CDS's liability on any claim for loss or damage will not surpass the price assigned to the materials or services associated with the claim. This include any damage or loss attributed to this contract or performance or breach thereof or related with any materials or services supplied or sale, resale, use of materials whether based on warranty, tort, contract or any other grounds. CDS will not be liable for any labor charge sunless prior written consent is granted. This limitation of liability indicates a shared allocation of risks between CDS and the Purchaser. CDS is not liable whether as a result of breach of contract, warranty, tort (including negligence) or other grounds for incidental, consequential, or special damages. This includes, but is not limited to:

a)     loss of profits or revenue

b)    loss of use of Materials or associated products

c)     loss of capital

d)    loss or costs of substitute products, facilities or services

e)     downtime costs

f)     or any claims of customers ofPurchaser for damage

CDSwill not have any liability, whether based on contract, warranty, tort(including negligence) or other grounds for providing advice or assistance concerning any materials or services supplied, any system, any equipment in which any such materials are to be installed.

MATERIAL SAFETY DATA SHEETS:

Material Safety Data Sheets (MSDS) for certain products sold by CDS are created by the manufacturer and available by request from CDS. Paper copies of MSDS can be available on-demand via mail or facsimile.

SUBSTITUTIONS:

CDS reserves the right to exchange an equal product in place of a product ordered when the interchangeableness of the product is based on function, fit, and form unless it is explicitly restricted in the purchase order.  

EQUAL OPPORTUNITY AND LABOR PRACTICES:

The regulations published in Section 202 Of Executive Order 11246 are incorporated by reference to all orders. CDS confirms all materials covered in the invoice have been produced according to terms set forth in the Fair Labor Standards Act of 1938.  

NUCLEAR AND OTHER HAZARDOUS ACTIVITIES:

Materials sold hereunder are not intended for the use or connection with nuclear facilities or any other hazardous activity where the failure of a single component could harm people or property unless expressly agreed to in writing by an authorized employee of CDS. In the case of such activity, CDS rejects any and all liability for any nuclear damage, contamination, or injury. ThePurchaser will indemnify and hold CDS harmless for such liability no matter the result stemming from breach of contract warranty, tort (including negligence)or other grounds. CDS and its suppliers and insurers are not liable to thePurchaser for damage or property located onsite a nuclear facility based on contract, warranty, tort (including negligence).

RETURNS AND CANCELLATIONS:

The Purchaser may cancel an order to CDS by mutual agreement based on payment of reasonable cancellation charges. The Purchaser will not return materials without CDS's prior written authorization and payment of a15% restocking charge. The Purchaser will be responsible for expense and freight of these authorized returns. No returns are allowed after 60 days upon delivery. No credit will be issued for shipping charges or other expenses.There are no returns on special and made-to-order items.

SHORTAGE OR OVERAGES:

All overages or shortages must be identified within 14 days of the date of shipment.

FORCE MAJEURE:

CDS is not liable for delay or failure of delivery or performance due to:

a)     circumstances beyond reasonable control

b)    an act of God

c)     an act of military or civil authority

d)    an act or omission of the Purchaser

e)     government priority or control

f)     fire

g)    a strike or other labor issues

h)    civil disturbances or riots

i)      inability to produce by manufacturer

j)      delay in transportation or any other commercial issues

If a delay does occur, the performance or delivery will be extended for a time frame equal to the time lost during the delay.

CHANGE IN BUYER'S FINANCIAL CONDITION:

With written notice, CDS reserves the right to cancel any order or require full or partial payment or adequate assurance of performance from the Purchaser without liability in the event of:

a)      the Purchaser's filing of a voluntary petition of bankruptcy

b)    Purchaser's insolvency

c)     the appointment of a receiver or trustee for the Purchaser

d)    the execution by the Purchaser of an assignment for the benefit of creditors

CDS reserves the right to suspend its performance until payment, or adequate assurance of performance has been received. CDS reserves the right to cancel the Purchaser's credit at any time for any reason. In order to provide security for the full price of materials furnished, the Purchaser grants CDS a security interest in the materials and the proceeds. The title of the materials will remain in CDS. Materials provided by CDS will not become a fixture because of being attached to real estate until paid in full. The Purchaser agrees to execute any documents or provide information necessary to complete this security interest. A copy of the invoice may be filed at any time as a financing or chattel mortgage, to perfect CDS's security interest. As of this moment, the Purchaser grants to CDS a continuing purchase money security interest in all materials and equipment sold by CDS to the Purchaser wherever located and all products, accessions, and proceeds from the sale thereof. The accounts and accounts receivable may, from time to time, hereafter come into existence during the term of this agreement. CDS's purchase money security interest is expressly restricted to outstanding obligations between CDS and the Purchaser.

ASSIGNMENT OR DELEGATION:

The Purchaser will not delegate any or all of its duties or rights hereunder without CDS's prior written consent.

DISPUTE RESOLUTION, WAIVER, CHOICE OF LAW:

The failure of either the Purchaser or CDS to maintain a right or insist upon compliance with any term or condition will not constitute a waiver of that right. It will not release any consequential nonperformance of any term or condition by the other party. All transactions will be governed by the laws of South Africa, excluding conflict of law rules. Any and all disputes resulting or relating to transactions hereunder will be settled by binding agreement in Cape Town under SouthAfrican law conducted by the a mutually agreed upon arbitrator. The decision on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators will have the powers a state court judge would have had if the matter had been filed in such court, including equitable powers, except for the authority to award punitive damages. CDS's Actions for nonpayment by the Purchaser of the price of materials or services sold may be brought by CDS at CDS's option, before any court of competent jurisdiction in SouthAfrica and to the extent permitted by applicable law. Trial by jury is waived.The provisions of the United Nations Convention on Contracts for theInternational Sale of Goods will not apply.

LAW COMPLIANCE:

CDS will take all reasonable steps to ensure materials sold by it conform with various nationally recognized standards and regulations as may affect the materials. The Purchaser acknowledges that the materials are utilized in many regulated applications and that rules and regulations conflict with one another from time to time. CDS makes guarantee or representation that the materials will conform to any federal, state, or local laws, ordinances, regulations, codes, or standards. This applies except as particularly specified and agreed upon in writing as part of the contract between the Purchaser and CDS. CDS prices do not include the cost of any related inspections, permits, or inspection fees.

SPECIAL TOOLS:

All special tools, including but not limited to dies, jigs, patterns, machinery or equipment needed by CDS for the performance of this sale are the property of CDSunless agreed in writing by CDS or unless it is paid for by the Purchaser according to the invoice. Export sales of CDS products will be governed by the following additional terms and conditions. The additional terms will predominate for export sales of CDS products in the event of a conflict between CDS's standard terms and conditions and additional terms.

GENERAL:

All orders are subject to acceptance by CDS. The terms and conditions in CDS's forms are incorporated within by reference and constitute the complete and exclusive agreement between the Purchaser and CDS. Any representation, affirmation of fact and course of dealing, promise or condition in connection in addition to that or usage of trade not incorporated within, will not be binding on either party. If any provision hereof shall be unenforceable, void, or invalid for any reason, such provision will be automatically voided. It shall not be part of this agreement, and the enforceability or validity of the remaining provisions will not be affected whereby.

EXPORT CONTROLS AND RELATED REGULATIONS:

The Purchaser signifies and guarantees that it is not on or associated with:

a)     any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List.

b)    the United States Department of the Treasury's Office of Foreign Assets Control lists

c)     Specially Designated GlobalTerrorists

d)    Specially Designated Nationals

e)     Specially Designated Narcotic Traffickers-Kingpin

f)     Specially Designated Narcotics Traffickers

g)    Specially Designated Terrorists List

h)    the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List

i)      or is subject to a denial order issued by the United States Department of Commerce

The Purchaser will comply with all applicable laws and regulations of governmental bodies or agencies. These include but not limited to all relevant export control laws of the United States or other governing agencies and their successors. The Purchaser agrees to indemnify and hold CDS harmless from liabilities, penalties, costs, sanctions, or fines related to non-compliance with relevant and applicable export laws and regulations.

U.S. FOREIGN CORRUPT PRACTICES ACT:

The Purchaser certifies that it is an independent contractor and represents and warrants that it has not agreed to, offered to, paid, authorized the giving of, or caused to be paid (both directly and indirectly) money or anything of value to any foreign official as defined in the U.S. Foreign Corrupt Practices Act in conjunction with the purchase or resale of CDS ordered products.

FOREIGN PRINCIPAL PARTY IN INTEREST AND FREIGHT FORWARDER:

The Purchaser will be the foreign principal party in interest and agrees that its freight forwarder will act as the Purchaser's agent in such a case as in the capacity of the Export Administration Ace or other relevant purposes. The Purchaser and freight forwarder will appropriate liability for export or routed transaction documentation. The Purchaser or its freight forwarder will provide copies of any import, export, or shipping documentation prepared by the Purchaser or the freight forwarder related to sales to them from CDS upon CDS's request.

ANTI-DIVERSION:

The Purchaser represents that it is purchasing products from the U.S. and importing them to the country specified in the Purchaser and CDS documentation. The Purchaser accepts and agrees that products will be shipped to the designated destination in compliance with the laws of said destination and the United States. The Purchaser agrees that the products will not be exported, sold, transferred, assigned, used, or otherwise disposed of (both directly and indirectly) in a manner which is non-compliant with U.S. laws and regulations. Any software, technology, or commodities will be exported from the United States in accordance to the U.S. Export Administration Regulation and/or other applicable laws and regulations. Deviation contrary to U.S. law is strictly prohibited.  The Purchaser will provide documentation satisfying to CDS verifying delivery at the designated country if requested by CDS. In addition, the Purchaser agrees to inform CDS at the time of the order of any North American Free Trade Agreement or other applicable documentation, packaging or product marking or labeling. Still, CDS will not be responsible for providing before-mentioned documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless CDS specifically agrees in writing.

PERMITS, EXPORT, AND IMPORT LICENSES:

The Purchaser will be responsible for obtaining any official authorizations or licenses required by the country of importation. ThePurchaser will also be responsible for obtaining any licenses or officials authorizations that may be required under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other relevant laws or regulations.