Deco Tech

1. GENERAL TERMS:

(a) This Agreement is specific to Buyer and may not be assigned or offered by Buyer to any other person without the written consent of Seller to the specific assignment.

(b) Until this Agreement is executed by Buyer without changes, it remains only a proposal subject to change or revocation by Seller unless specifically guaranteed by Seller to be open for acceptance by Buyer for a certain period of time designated in writing on the face hereof.

(c) All proposals are made and orders accepted subject to approval of Seller.

(d) Even after this Agreement becomes binding on both parties, Seller reserves the right to correct the price terms on orders resulting from such quotations, if it is found that, due to typographical, clerical or engineering errors or misinterpretations or lack of complete information from Buyer as to Buyer’s requirements, such prices or terms are incorrect.

(e) In the event of a change in design or any other desires the Buyer, the Buyer shall be responsible and liable for all costs involved therein at the normal rates chargeable therefore by the Seller.

(f) All proposals, quotations, communications and information therein, as well as prints, brochures, etc. are confidential and intended only for the Buyer’s use in evaluating Seller’s proposal and are not to be used in any other way than for that purpose and in no way detrimental to the Seller.

(g) All proposed production rates as pertaining to output capabilities and all other characteristics of the equipment, goods, parts, machines and all other items being sold by Seller pursuant hereto (collectively referred to as the “machines”) are estimates by the Seller and may vary for reasons including, but not limited to, variations, inconsistencies, or imperfections in product, foils, dies, inks, pads, clichés, screens, squeegees or any other peripherals supplied by Buyer or third party which are to be used in conjunction with said machines.

2. DELIVERY:

(a) Unless otherwise expressly provided writing herein, all sales are based on delivery ExWorks place of manufacture. Buyer bears all responsibility for mode of shipment, for freight and insurance costs. Risk of loss for the machines transfers to Buyer upon receipt of notice from Seller that the machines are ready for pick up by Buyer, regardless of when title transfers. Seller is not responsible for any claim, damage, injury or other potential liability from any cause whatsoever which occurs after delivery of said notice to Buyer.

(b) The completion schedule of the machines quoted herein starts on the later of (1) the date final agreement for the machines is reached and executed by both Buyer and Seller; the initial payment or deposit is received by Seller; or upon receipt of complete information and, if quoted, written approval of engineering drawings. Completion dates are approximate.

(c) Dates of completion shall be extended for a period equal to the time lost by reason of any delay occasioned by causes beyond the reasonable control of Seller, or any other cause set forth in this paragraph. Seller shall not be liable for delays in completion of the machine, or failure to deliver the product or machine, or delivery to the carrier if other than FOB place of manufacture, by reason of the following: fires, floods, or other casualties, wars, riots, civil commotion embargoes, governmental regulation, or acts of God; Seller’s inability to obtain the necessary materials from its usual sources of supply; failure of delivery or failure of performance on the part of Seller’s suppliers, or the inability of Seller’s suppliers to obtain parts from their OEM electronic suppliers; shortage of cars or trucks or delays in transit; existing or future strikes or other labor troubles affecting production or shipment, whether involving employees of Seller or employees of others, and regardless of responsibility or fault on the part of the employer; other contingencies of manufacture of shipment, whether or not of a class or kind mentioned herein if not reasonably within the Seller’s control.

(d) Seller shall not be liable for damages or losses incurred by Buyer or any other party by reason of any delay in delivery of machines or the placing into satisfactory operation for any cause.

3. RETURNED MACHINES:

No machine may be returned nor will they be accepted for credit, repair, or replacement, whether pursuant to warranty or otherwise, unless and until such return is first authorized by us and is accompanied by our Return Authorization Number. Buyer shall bear all costs of return of machines.

4. INSTALLATION:

Unless provided otherwise herein, installation of machines shall be at Buyer’s expense. Seller will provide, upon Buyer’s request, competent personnel to make such installation at Buyer’s cost.

5. WARRANTY:

(a) Seller offers a limited warranty, the terms of which are incorporated herein by this reference and may be obtained from Seller upon written request.

(b) The warranty contained in this Article 5 shall be the sole remedy and recourse of Buyer against Seller. Any representations, promises or claims made by Seller or any representative of Seller are hereby superseded. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, OF ANY SORT PROVIDED BY SELLER TO BUYER, AND SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE

6. TAXES:

All taxes and excises of any nature whatsoever now or hereafter levied by government authority, whether federal, state or local, either directly or indirectly upon the sale of any machine covered hereby or upon the subject matter hereof, or upon freight charges shall be paid and borne by the Buyer unless prohibited by law. Such Taxes may be billed separately whether before or after shipment.

7. PURCHASE PRICE:

(a) Buyer is liable for full purchase price per the terms of this sales contract billing by the Seller or if the sale is a time or installment sale. Buyer is liable for the payments of the date or dates when due, as shown by the contract, note or notes, all without regard to whether the machines have been installed or are operating to the satisfaction of the Buyer on when payment becomes due to Seller.

(b) Should the financial responsibility of the Buyer at any time become unsatisfactory to Seller, Seller may require payment of ay shipment hereunder in advance or additional security satisfactory to Seller.

8. DEFAULT:

If the Buyer fails to make any payment under this Agreement when ¡t is due, all discounts granted by Seller shall be null and void, and the entire full price balance shall be immediately due and payable and shall bear interest at the rate of 18% per annum (or the highest permissible rate if lower) until paid in full. Buyer grants Seller a purchase money security interest in the machines. Seller shall have the option to terminate this Agreement and/or shall have all remedies at law or inequity to enforce this Agreement and its security interests which shall be cumulative and not exclusive and in addition, until Seller terminates this Agreement, Seller may cease production and retain or secure possession of any machines until the full amount due as provided above is paid, and the time for completion shall be extended by the period of time that Buyer is in default, plus time required by Seller to return to production of Buyer’s order. Buyer shall pay Seller all costs incurred by Seller in collection or enforcement of this Agreement and/or Seller’s security interest, including all attorneys’ fees whether or not litigation is commenced, which amounts shall be added to the balance due and incur interest as provided herein until paid.

9. TITLE:

Until such time that the machines are paid in full and/or all items in the Agreement have been fulfilled, title shall remain in the name of DECO TECHNOLOGY GROUP INC. The design and engineering of the machines and all parts are owned by Seller and are considered proprietary property of Seller, and shall not be disclosed or released by Buyer to any person. Buyer shall not engage in the manufacture or reproduction of machines of the sort acquired by Buyer from Seller in any State of the United States or other country in which Seller does business during. This section shall survive final payment.

10. INDEMNITY:

The Buyer will indemnify the Seller, it officers, employees and assignees from all claims, losses, damages, injuries, demands and expenses, including reasonable attorneys’ fees arising from the delivery, shipment, installation, condition, maintenance, use or operation of the machine or any part thereof following the moment risk of loss transfers to Buyer under Section 2 hereof.

11. SEVERABILITY:

In the event that any portion, term or provision of this Agreement shall be decided by any court to be void or unenforceable, the validity of the remaining portions terms or provisions shall not be affected; the said part, term or provision shall be deemed not to be a part of this agreement and this agreement shall be construed as if the said provision had never been a part of it; provided, however, the parties hereby request this court to interpret or re-write any material provision determined void or unenforceable to the extent possible to maximize the intent of the parties hereto.

12. CANCELLATION:

(a) Once binding on the parties, this Agreement is not subject to cancellation except upon (I) written approval of the Seller and (Il) the payment of a fair and equitable charge to the Seller, based upon its actual costs to the date cancellation is received and approved, including all charges made by suppliers or subcontractors of the Seller, and any commissions on such sales paid or owed by Seller, plus 20% of such cost, charges and commissions. The parties agree that the foregoing cancellation charge is a reasonable estimation of the damages suffered by Seller in the event of a cancellation under this Section.

13. BINDING AGREEMENT:

These Conditions of Sale along with the terms per the written quotation provided to the Buyer represent the complete agreement of the parties and supersede all prior negotiations representations, terms or conditions in any way in conflict with this Agreement, and no communication modifying the provisions stated herein shall be binding upon the Seller unless hereafter made in writing and signed by one of its principal officers with specific reference to this agreement. Buyer’s signature on the written quotation creates a binding agreement upon execution by Seller unless Buyer makes any changes hereto. Changes constitute a counteroffer to Seller, which may only be accepted in writing by Seller. No modification shall be effected by the Seller’s manufacture or delivery of equipment following receipt of Buyer’s purchase order, invoice shipping request, similar forms or any other communications concerning terms or conditions in conflict or consistent with those herein.

14. ARBITRATION/ MEDIATION:

All claims, controversies, disagreements and/or disputes arising out of this transaction/Agreement shall be submitted to mediation at Judicate West, 1851 E. 1st St., Santa Ana, California, or to some other agreeable mediation facility. The parties agree to participate in mediation in good faith to resolve any and all disputes between them. In the event the dispute is not resolved by mediation, then it shall be resolved by binding arbitration in Orange County, California in accordance with the rules of the American Arbitration Association, or other agreeable arbitrator, and judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction. Fees and costs of such mediation (and arbitration, if necessary) shall be borne equally by both parties involved. The prevailing party shall be entitled to recover all attorney's fees and costs.

NOTE: CHARGES FOR TAXES AND SHIPPING ARE NOT SUBJECT TO ANY DISCOUNT TERMS. WRITTEN AUTHORIZATION MUST BE OBTAINED BEFORE RETURN OF ANY GOODS.

THIS AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA AND JURISDICTION OF ALL DISPUTES BETWEEN THE SELLER AND THE BUYER SHALL BE IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA.