TERMS OF SALES

MULTI PARTS (USA), INC.

U.S.A, Canada, Mexico TERMS OF SALE

ENTIRE AGREEMENT: These terms and conditions of sale represent the entire agreement between the parties with respect to the subject matter hereof. These terms of sale constitute a complete and binding contract which cannot be modified or canceled without written consent of both parties and take precedence over any conflicting language contained in any purchase order or other document of Buyer. All orders will be confirmed by Multi Parts and shall be deemed final unless written notice of disagreement is given to Multi Parts within three (3) days of the date of confirmation.

PRICES, PAYMENT AND DELIVERY: Prices and delivery terms are based on ICC Incoterms 2010 and are specified in order confirmation and invoice. Payment is due in US Dollars as specified in invoice. Cancellation of confirmed orders or changes to delivery terms or times may not be made without the written consent of Multi Parts. Multi Parts will make every effort to deliver orders at the time requested; however, no delivery delay will support a charge back, set off or claim for damage.

 Multi Parts requires a purchase order (“PO”) minimum order value of $10,000 per individual shipment. All purchase orders (“PO”) less than $20,000 incur a 2% minimum order value surcharge. The purchase order (“PO”) minimum order requirement and the 2% minimum order value surcharge apply only to those orders shipped through the Multi Parts Shanghai facility.

TITLE AND RISK OF LOSS: Title and risk of loss passes to the Buyer upon delivery of the goods by Multi Parts to the carrier at the shipping point.

SECURITY INTEREST: Multi Parts reserves and Buyer grants to Multi Parts a purchase money security interest in all products sold and any cash receivables or cash from resale thereof to secure the full payment and performance by Buyer of its liabilities and obligations to Multi Parts. Buyer acknowledges that this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such documents as Multi Parts may request in order to perfect its security interest.

FORCE MAJEURE: Multi Parts will not be liable for any loss or damage for its failure to ship any order in accordance with the terms of the order where such failure is caused by any requirement of a governmental agency or authority, shortage of raw material, strikes or other labor trouble, fire, riots, wars, acts of God or other causes beyond the control of Multi Parts.

TAX: An amount equal to any tax or other governmental charge upon the production, sale, occupation of selling, shipment or use of material which is now or may be hereafter imposed by Federal, State, Municipal, or any other governmental authorities upon either the Buyer or Multi Parts which Multi Parts is obliged to pay or collect shall be added to the price and shall be paid by the Buyer.

WARRANTIES: GOODS ARE WARRANTED AGAINST DEFECTS IN LOT MANUFACTURE FOR NINETY (90) DAYS FROM DATE OF SHIPMENT. MULTI PARTS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CLAIMS: Buyer shall inspect all goods promptly upon receipt. In case of warranty claims against Multi Parts for defect in manufacture of a lot, written notice of the basis for the claim and samples of product illustrating such defect must be submitted to Multi Parts within 30 days of delivery of the goods. Multi Parts shall have 60 days from date of receipt of such notice to inspect and dispose of defective material if such claim is allowed. If a claim is allowed, Multi Parts will in its sole discretion repair, replace or refund the price of defective goods. Under no circumstances are products to be returned to Multi Parts unless the Buyer has received Multi Parts’ written instructions to do so. The Buyer shall have no right to deduct the amount of any claim from Multi Parts’ invoice unless and until the claim is allowed by Multi Parts or adjudicated by proper authority. Unless otherwise agreed, all claims for loss or damage to products in transit must be filed with the carrier by the Buyer. Multi Parts will give all reasonable assistance to the Buyer in collecting loss or damage claims from carriers by furnishing duplicate invoice, affidavits showing count when loaded, method of loading, etc. Buyer should in all cases immediately report loss and/or damages to carrier and request inspection in case of damage.

LIMITATION OF LIABILITY: MULTI PARTS’ LIABILITY FOR WARRANTY CLAIMS SHALL BE LIMITED TO THE REPAIR OR FURNISHING OF REPLACEMENT PRODUCTS FOR MATERIALS FOUND TO BE DEFECTIVE. MULTI PARTS SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR FOR OTHER PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE MAXIMUM LIABILITY OF SELLER FOR DIRECT DAMAGES, IF ANY, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE INVOICE PRICE OF THE PARTICULAR GOODS. MULTI PARTS IS NOT RESPONSIBLE FOR LABOR CHARGES ASSOCIATED WITH THE REMOVAL OR REPLACEMENT OF DEFECTIVE PRODUCTS.

MISCELLANEOUS: This contract and any sales hereunder shall be governed by the laws of the State of Florida, without regard to its conflicts of law rules. Both parties consent to the jurisdiction of the federal and state courts located in Palm Beach County, Florida over any matters arising out this agreement or any sales hereunder.

 Multi Parts and Buyer agree that should it become necessary for any party hereto to employ an attorney to enforce any of such party’s rights hereunder against the other party hereto, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to reimbursement from the non-prevailing party of all costs and expenses, including but not limited to reasonable attorneys’ fees, costs of arbitration and court costs incurred, including fees and costs incurred in any bankruptcy case, matter or proceeding or any appeal taken in any state or federal court or any other tribunal. Failure of Multi Parts to enforce any right does not waive Multi Parts’ right to subsequently enforce such right.