TERMS & CONDITIONS OF SALE

Except where it is otherwise agreed in writing, acceptance of delivery of any or all goods by a Purchaser shall constitute consent by the Purchaser to these terms of Sale.

Quotations – All quotations are subject to change without notice. Subject to prior sale and unless otherwise agreed are binding only as specified. All sales are made subject to strikes, accidents or other causes of any kind.

Prices – Prices are subject to change without notice. All orders will be invoiced at prices in effect at the time of shipment. Possession of a price list or quotation is not accepted by GGB as an obligation to sell, or offer goods listed therein to anyone. Credit Approval- Orders are subject to approval by our credit department. First-time customers can expect a first order to be shipped COD.

Suspension of Performance – If in our judgment reasonable doubt exists as to your financial responsibility or if you are past due in payment of any amount owing to GGB, we reserve the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, to stop any material in transit, until GGB receives payment of all amounts owing to us, or adequate assurance of such payment whether or not due.

Terms of Payment – Unless otherwise expressly provided, payment shall be due 30 days from the date of each invoice, without discount. Any cash discount which may be expressly provided for, applies only to the sale price of the goods at the shipping point, and does not apply to any charges made for taxes, storage, loading and transportation.

Taxes – Any taxes, which under any existing or future law, we may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any goods and services covered shall, if not separately shown, be added as a separate item to the quoted price, and shall be paid by you to GGB on demand. The foregoing shall not apply to any taxes, the payment of collection of which by us is excused by reason to GGB of valid tax exemption certificates.

Title and Pledge – Title of goods does not pass to purchaser until goods are paid in full. Until goods are paid in full, customer shall not pledge goods as collateral.

Vendor Owned Inventory (VOI) – All GGB (VOI) inventory located at purchaser’s (GGB customer’s) facility(s) with all parts and quantities listed are the sole property of GGB and fall under the aforementioned Title and Pledge agreement. Once the VOI inventory is paid in full by the customer, Title of the invoiced goods will transfer to the customer.

VOI – Audits – On a regular basis, and in conjunction with invoicing patterns, GGB will require written confirmation of VOI levels at customer’s facility(s).

VOI – Insurance Coverage – Unless otherwise stated in writing, all VOI shall be customer insured for loss or damage through the means of an Insurance Rider (“property of others”) with suitable replacement coverage of same as defined in the latest VOI – Audit and/or annual review. Please ensure that the Certificate/Insurance Rider/Coverage, indicates that GGB Ventures International Inc. is named as Certificate Holder and is also named additional insured in respects to the general business property policy specifically indicating the presence of the Additional Insured (“GGB”) as a endorsement of the same.

Setoff – You authorize us to apply toward payment of any moneys that become due to GGB hereunder and any sums which may be owed to you by GGB, or by any subsidiary or affiliated company of either of us.

Cancellation – A contract may be canceled or modified only by written agreement by us.

Claims – If any goods received by you are damaged, or if the quantities received by you do not agree with the quantities indicated on the shipping documents, and if you intend to assert any claim against GGB on this account, you shall mark an exception on your receipt to the carrier and shall, within 15 days after receipt of such goods, furnish us detailed written information as to any damage or shortage. You shall advise us in writing within 30 days after receipt of any goods, of any other claim you may have against us with respect to such goods. If you have any other claims against us with respect to such goods, you shall afford us a reasonable opportunity to inspect such goods. Any action for or breach of this contract must be commenced within one year after the cause of action shall accrue, and no such action may be maintained by you which is not commenced within such period.

Compliance With Laws – Any clause required to be included in a contract by any applicable law, or by any administrative regulations having the effect of law, is hereby incorporated herein.

Shipments – Unless otherwise expressly stated, shipment may be by carrier or other means selected by GGB.

Returned Goods – Written permission and an “RGA” number must be obtained before returning any product. Transportation costs on returned product shall be to the buyers account. Products returned in saleable condition will be subject to a restocking charge (25%) twenty five percent minimum. Specials and/or non-stock items are not subject to return.

Limited Warranty – We warrant only that the goods will conform to their description as herein stated, subject to tolerances and variations described by our Suppliers and transcribed in our GGB brochure(s). We make no other warranty. Express or implied and specifically disclaim and exclude any and all warranties of merchantability and fitness for a particular purpose.

Limitation of Liability – Your exclusive remedy for breach of contract as to any term hereof, and our only liability for any such breach, shall be replacement or repair of such goods, or repayment to you the purchase price paid by you for such goods, whichever such remedy we shall select, and if we select to repay, the purchase price of any such goods and so advise you, you must return such goods to us immediately. In no event will we be liable for incidental or consequential damages, including but not limited to loss of revenue or profits or any other special damages.

GGB Ventures International Inc. (GGB) – TERMS AND CONDITIONS OF SALE

Entire Agreement – The terms set forth herein constitute the sole terms and conditions upon which we offer goods for sale. Any purchase Order (PO) you issue to us shall constitute your unconditional agreement to be bound exclusively by the foregoing Terms and Conditions of Sale. We hereby object to any different terms that may be in your PO.