GENERAL TERMS AND CONDITIONS OF SALE

The General Terms and Conditions of Sale of SENSHU ELECTRIC AMERICA, INC. (“Seller”) apply to Seller’s sale of the products and/or services specified by Seller (the “Products”) to Buyer (“Buyer”), subject to specific terms and conditions set forth in Seller’s quote and/or order acknowledgement (such specific terms and conditions and the General Terms and Conditions of Sale are collectively referred to as the “Seller’s Terms and Conditions” herein). Seller’s acceptance of a purchase order of Buyer will be expressly conditioned upon Buyer’s assent to all the Seller’s Terms and Conditions and any resulting agreement (the “Agreement”) will be governed by the Seller’s Terms and Conditions. Buyer’s assent to the Seller’s Terms and Conditions will be presumed from Buyer’s placement of an order to purchase Products from the Seller, Buyer’s receipt of Seller’s order acknowledgement, or from Buyer’s acceptance of all or any part of the Products ordered. If any document of Buyer or an agent of Buyer contains terms or conditions additional or contrary to the Seller’s Terms and Conditions, Seller’s acceptance will not be construed as assent to or an acceptance of any such additional and/or conflicting terms and conditions, nor will that constitute a waiver by Seller of any of the Seller’s Terms and Conditions. The Agreement constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter of the Agreement and supersedes any prior discussions, negotiations, agreements, and understandings. If there is any conflict between the General Terms and Conditions and any specific terms and conditions set forth in Seller’s quote and/or order acknowledgement, such specific terms and conditions shall prevail.

1) Price: Unless otherwise quoted, prices will be those in effect at the time of shipment. Seller will bear freight charges to the delivery point under the delivery in accordance with Section 2) below and may file a claim on freight to the delivery point, if any and Buyer will bear any further cost and responsibility thereafter for claims, delivery, and, if applicable, placement and storage. Buyer acknowledges and agrees that prices of the Products are not fixed, and are subject to change by Seller, upon notice to Buyer at any time prior to shipment and regardless of the acceptance of purchase order or issuance of an order acknowledgement, to reflect, among other things, currency fluctuations, changes in law, or any increase in Seller’s cost of raw materials (e.g. copper), component parts, or labor, taxes, duties, sales-use tax, excise tax, GST, value added tax, customs duties, harbor maintenance fee, inspection or testing fee, or other tax, fee or charge of any nature whatsoever imposed by any governmental authority (whether domestic or foreign, or federal, state or local) based on or measured by the transaction between Seller and Buyer (other than income taxes imposed on Seller), which will be added to the price of Products, invoiced separately, and paid by Buyer in addition to the prices quoted or invoiced. Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable tax exemption certificate.

2) Delivery:
a) For domestic sale of the Products within the United States, the Products will be delivered from Seller to Buyer at the location indicated following the US rules of Incoterms. In case of export of the Products from the United States, the delivery rules of the Products will be agreed upon between Buyer and Seller in each Agreement.
b) Shipment or delivery within the time specified under the Agreement will be subject to the vessel or airfreight’s availability. Seller may use an alternative method of transportation or route of shipment if substantial delay might otherwise occur. In such case, Seller will notify Buyer of such changes at Seller’s earliest convenience.
c) In case of shipment or delivery in installments, each shipment or delivery will be regarded as a separate and independent.

3) Transfer of Title and Risk: The title to and risk of loss or damage to the Products will pass from Seller to Buyer upon delivery of the Products from Seller to Buyer in accordance with Section 2) hereof.

4) Payment:
a) Unless otherwise provided for in the Agreement, Buyer’s payment for the Products will be made in US Dollars within thirty (30) days after the date of invoice issued by Seller.
b) If Buyer fails to pay for the Products in accordance with the Agreement, Buyer will pay to Seller interest at the rate of 1.5% per month subject to the usury laws of the United States, calculated from the due date for such payment until the actual date of payment on basis of 360 days per year.
c) If Buyer fails to make a payment by the due date, Seller may, among other remedies provided in the Agreement or under the applicable laws, withhold a shipment or any performance owed to Buyer, and terminate any outstanding order or the Agreement. Buyer will remain liable for all unpaid amounts and actual cost of material/work in progress and direct labor expended by Seller in reasonable anticipation of its fulfillment of the Agreement.
d) Security interest and Insurance:
i) To secure a payment of the price payable under the Agreement and performance of all of Buyer’s obligations under the Agreement, Buyer hereby: (A) grants to Seller a purchase money security interest in all Products; (B) authorizes Seller to file such financing statements and other documents, and (C) agrees to execute such other documents and to do such other acts, as Seller may reasonably deem necessary or advisable to protect its rights in such Products.
ii) Until Seller has received full payment of the price payable under the Agreement, Buyer will maintain insurance covering all Products in such amounts and against such risks as is customary by companies engaged in the same or similar business and similarly located, naming SENSHU ELECTRIC AMERICA INC. as insured or coinsured, and will, upon Seller’s request, furnish evidence of such insurance satisfactory to Seller.
e) Set off:
Buyer acknowledges and agrees that payments owed to Seller for Products supplied under the Agreement are not subject to any setoff or recoupment by Buyer unless and until Seller agrees in writing to such setoff or recoupment, and that Buyer will not exercise its permitted right to setoff or recoupment in connection with any disputed, contingent, or unliquidated claim.

5) Warranty:
a) Seller warrants for a period of nine (9) months from the date of delivery of the Products in accordance with Section 2) hereof (the “Warranty Period”) that (i) the Products will conform to the specification as attached to the Agreement or separately expressly agreed to between Buyer and Seller in writing (the “Specification”); (ii) the sale of the Products delivered hereunder will not infringe any patent, copyright, trademark, service mark, and/or any other intellectual property rights of a third party with regard to the Products, but Seller does not warrant against infringement by reason the use thereof in combination with other product(s) or in the operation of any process; and (iii) the Products will be free from defects in material and workmanship.
b) Within five (5) business days after Buyer deems or finds that the Products do not conform to the Specification or they are defective, Buyer will notify Seller in writing with reasonable details and evidence including photos thereof within the Warranty Period. Upon Seller’s confirmation of such non-conformity or defect of the Products, Seller will, at Seller’s option, repair, replace them with conforming ones, or credit or refund the purchase price of the nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer. In this case, Products will be sent by Buyer to the point designated by Seller upon the Seller’s request, or at the Seller’s option destroyed. The Products will not be returned to Seller or destroyed without Seller’s prior written permission. The Products may only be returned in the manner prescribed by Seller.
c) SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER
EXPRESS OR IMPLIED WARRANTY, EXCEPT AS PROVIDED IN THIS SECTION 3). THE WARRANTIES PROVIDED IN THIS
SECTION 3) ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES. SELLER EXPRESSLY DISCLAIMS ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
d) The warranties set forth in this Section 3) will not apply in the event of defects or damages caused by: (i) failure of Buyer or an end-user to comply with any operational or maintenance guidelines or requirements; or (ii) alterations, modifications, additions, or repairs unless directed by the operational or maintenance guidelines or permitted by Seller in writing.

6) Patents, Trademarks and Copyrights
a) Seller, at its own expense, will defend or settle any suits that may be instituted by an unrelated third party against Buyer to the extent such suits relate to infringement of any patent, trademark or copyright with respect to the Products sold by Seller pursuant to the Agreement, if such infringement directly arises out of the use of such Products, or components thereof, in Buyer’s business for any of the purposes for which the same were sold by Seller under the Agreement and provided that Buyer will (i) have made all payments then due under the Agreement, (ii) give Seller immediate notice in writing of any such suit, (iii) transmit to Seller immediately upon receipt of all processes and papers served upon Buyer, which may be transmitted by Seller to the relevant supplier of the parts and/or components of the Products, (iv) permit Seller and/or the relevant supplier through its counsel, either in the name of Buyer or in the name of Seller, to defend such suits, and (v) give all needed information, assistance and authority to enable Seller and/or the relevant supplier to do so.
b) If Products sold to Buyer under the Agreement are held in and of themselves, by final court decision from which no appeal can be taken, to infringe any patent and their use is enjoined, or in the event of a settlement or compromise approved in writing by Seller that precludes future use of Products sold to Buyer under the Agreement, then Seller (i) will pay any final and unappealable award of damages in such suit to the extent such damages are directly attributable to such infringement, and (ii) will, at its own expense and at its sole option, (A) procure for Buyer the right to continue using such Products to the extent contemplated in the Agreement, (B) modify such Products to render them non infringing, (C) replace such Products with non-infringing Products, or (D) refund the price paid by Buyer for such Products after Buyer’s return of such Products to Seller. This Section 6), subject to Section 7) hereof, states Seller’s sole obligation and Buyer’s exclusive remedy with respect to patent, trademark or copyright infringement, Buyer will indemnify and hold Seller harmless from and against all claims, demands and suits (including, without limitation, the cost of legal defense) arising out of any act of infringement not described in this Section 6).

7) Limitation of Liability:
a) Seller will be given reasonable and prompt opportunity to examine any claim of defect by the Buyer. Failure to give written notice of claim within five (5) business days from date of delivery, or the date fixed for delivery (in the case of non-delivery), will constitute a waiver by Buyer of its right of rejection of such Products.
b) Buyer agrees that its sole and exclusive remedy against the Seller will be limited to either repair or replacement of the Products or a refund of the purchase price at Seller’s option. This exclusive remedy will not be deemed to have failed of its essential purpose so long as Seller is willing to repair or replace the defective Products or services and, in any event, Seller's liability for any damages due to Buyer will be limited to the purchase price of the Products or services at issue in the claim. Notwithstanding the foregoing, the Seller will have the option of replacing or correcting defects or otherwise crediting Buyer for all or a reasonable portion of the amount of the purchase price of the Products or services at issue.
c) THE MAXIMUM LIABILITY, IF ANY, OF SELLER FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM SELLER'S BREACH OF AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OF THE PRODUCTS AT ISSUE IN THE CLAIM.
d) IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES AND PROFITS AND/OR MONETARY REQUESTS RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY INCLUDING THIRD-PARTY CLAIMS.
e) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, SELLER WILL NOT BE RESPONSIBLE FOR, AND WILL INCUR NO LIABILITY WITH RESPECT TO, ANY INFORMATION SUPPLIED BY BUYER OR ANY OF ITS SUBCONTRACTORS AND ANY DESIGN OR ENGINEERING DRAWINGS, REGARDLESS OF WHETHER SUCH DRAWINGS ARE REVIEWED BY SELLER.

8) Force Majeure : If the performance of Seller of its obligations under the Seller’s Terms and Conditions is affected or prevented by circumstances beyond the control of Seller, including without limitation, act of God, epidemic, pandemic, war, blockade, embargo, insurrection, mobilization or any other actions of governmental authorities, riot, civil unrest, warlike condition, terrorism, fire explosion, flood, strike, lockout, sabotage, other labor dispute, accident or breakdown of machinery and plant, inability to obtain usual sources of material or equipment, inability to obtain usual methods of transportation, Seller will not be liable for any loss or damage, or failure or delay in performing its obligations under the Seller’s Terms and Conditions without limitation of the extent so affected or prevented. Quantities so affected may be eliminated from the Agreement, without liability, but the Agreement will remain otherwise unaffected. Seller will have no obligation to purchase supplies of the Products specified herein to enable it to perform the Agreement. It is further understood and agreed between Buyer and Seller that if the Agreement covers Products that must necessarily be manufactured especially for Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such Products as have been completed and such as are in process on the date notice of suspension or termination is received by Seller; provided, that if Buyer for any reason cannot accept delivery of such Products, it will make payment therefor as though delivery had been made and Seller will store such products for Buyer’s account and at Buyer’s expense. If for any reason Seller is unable to supply the total demand for Products, Seller may distribute its available supply among any or all buyers, as well as departments and divisions of Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom.

9) Changes:
a) Buyer may request in writing changes in the design, Specification, and shipping instructions of the Products. As promptly as practicable after receipt of such request, Seller will advise Buyer in writing necessary amendments to the Agreement as a result, including, without limitation, amendment of price, Specification, and shipment schedule. If such proposed amendments to the Agreement are accepted in writing by Buyer, Seller will make the requested changes with respect to such Products.
b) Seller may at any time make such changes in design of the Products and production of the Products as will constitute an improvement in the judgment of Seller. Seller may furnish suitable substitutes for materials unobtainable because of regulations established by governmental authority or nonavailability of materials from suppliers. Any such changes in or substitutes of materials or components that were specifically identified in the Specification or Seller’s quotation require notice to and the consent of Buyer, which consent will not be unreasonably withheld or delayed and will be presumed unless Buyer objects within ten (10) days of notice of the change or substitution.

10) Termination:
a) If Buyer becomes insolvent, makes an assignment for the benefit of its creditors, or is adjudicated bankrupt or become subject to the appointment of a receiver to all or part of its business, or makes a material liquidation of its assets, or ceases to do business or to exist, Seller may immediately terminate the Agreement or any part hereof.
b) Neither the Agreement nor any related order may be cancelled by Buyer except upon Seller’s consent, as evidenced in writing by Seller’s authorized representative. In the event of such a cancellation by Buyer with Seller’s written consent, Buyer will pay to Seller: (i) the agreed unit prices for completed Products (or components or units of components thereof) under the Agreement or any related order; (ii) all other costs incurred by Seller prior to such cancellation directly connected with work under the Agreement or any related order; (iii) all other costs incurred by Seller associated with the cancellation of the Agreement or any related order, including, without limitation, cancellation charges under subcontracts, charges for packing, removal to storage and/or restocking; plus (iv) fifteen percent (15%) of the sum of (i), (ii) and (iii). Until Seller has received all the foregoing cancellation charges, all cancelled Products including components or units of components thereof will remain the sole and exclusive property of Seller.

11) Confidentiality: All Specification, designs, data, product price, financial information, ideas, methods, patterns and/or inventions made, conceived, developed or acquired by Seller in connection with the Agreement or any related order (“Confidential Information”) will vest in and inure to Seller’s full benefit, notwithstanding any charges may be imposed by Seller therefor. Buyer will not divulge the sales/purchase policy, Confidential Information or other trade secrets of Seller, which have become known or are shared through the transactions hereunder and/or joint development activities, directly or indirectly to any third party except for the following information, data and/or know-how which a) at the time of disclosure, is in the public domain or publicly known or available without any unlawful conduct or breach of any agreement by Buyer; b) was in Buyer’s possession before the disclosure; c) Buyer received from a third party without restriction of confidentiality, d) is developed independently by Buyer without making use of any information received from Seller. This Section 11) will survive the termination of the Agreement.

12) Governmental Approval: Seller will be responsible for timely obtaining any governmental approval, if any, for export to Buyer, and Buyer will be responsible for timely obtaining any governmental approval, if any, for import from Seller.

13) Governing Law: THE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF MICHIGAN WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE SELLER’S TERMS AND CONDITIONS WILL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

14) Dispute Resolution: Seller and Buyer specifically agree that any action brought by Seller or Buyer to enforce any of the provisions of the Agreement will be brought, heard and determined exclusively in either the Circuit Court for the County of Oakland, State of Michigan or, if subject matter jurisdiction exists, the U.S. District Court for the Eastern District of Michigan. The parties stipulate that the referenced venues are convenient. Each of Seller and Buyer waives personal service of all process upon it in any such action, and consents to all such service of process made by mail or by messenger directed to it at the address specified in this the Agreement. Seller and Buyer acknowledge that all directions issued by the forum court, including, without limitation, all injunctions, and other decrees, will be binding and enforceable in all jurisdictions and countries.

15) Modification: The Agreement may not be modified, nor may any right hereunder be waived, except in written consent signed by the duly authorized representatives of Buyer and Seller.

16) No waiver: Seller’s failure to exercise a right or remedy or Seller’s acceptance of a partial or delinquent payment will not be deemed to be a waiver of any of Seller’s rights or Buyer’s obligations under the Agreement and will not constitute a waiver of Seller’s right to declare an immediate or a subsequent default by Buyer.

17) No assignment: No assignment of the Agreement or of any right or obligation under the Agreement will be made by Buyer without the prior written consent of Seller. The Agreement will be binding upon and inure to the benefit of the Buyer’s successors and permitted assigns.

18) Enforcement cost: In the event of Seller’s enforcement of any term or condition in the Agreement, Buyer will be liable to Seller for all costs, including attorneys’ fees, incurred by Seller in enforcing the Agreement and in collecting any sums owed by Buyer to Seller.

19) Relationship: In its relationship with Seller, Buyer is an independent contractor. Nothing in the Agreement will be construed such that Buyer will be considered an employee, agent, or partner of Seller. The Agreement will not confer any rights or remedies upon any third-party, other than the parties to the Agreement and their respective successors and permitted assigns.