Terms of Sales

GENERAL TERMS AND CONDITIONS

1. General

Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed to in writing by the Seller.

2. Delivery

Seller shall deliver the Goods at the delivery point provided by the Buyer (the “Deliver Location”), as stated on the face of the invoice/quotation after receipt of the advance. (The “Delivery Date").

3. Inspection

The buyer should inspect the goods within 24 hours and if the Goods are defective or nonconforming, buyer should notify the seller within 24 hours after inspection and provide the reasons for such rejection. If Buyer requires replacement of the Goods, Seller shall promptly replace the nonconforming Goods. If Buyer does not provide Seller with any notice of rejection within 48 hours after delivery date, then Buyer will be deemed to have provided Acceptance of such Goods. Buyer reserves the right to request the goods to be returned for inspection at the Buyer's expense.

4. Price and Payment

The price of the Goods is the price stated on the face of this Quotation (the “Price").

5. General Lead Times

All lead times begin once the purchase order has been confirmed and deposit, if any, received. Our obligation to deliver shall at all times be subject to the timely and orderly receipt of the goods from our own suppliers.

6. Termination

No cancellation or refund on custom made products.

7. Warranty

Seller warrants to Buyer that, for a period of three years from the Delivery Date, smart film and smart glass will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances. For any warranty to be valid the Buyer must do the following: a) retain a copy of the original quote/signed estimate or (invoice) b) pay the full contract price of Seller's service c) pay in full any other invoices outstanding with Seller d) retain a copy of his canceled check or other evidence of full payment from any electronic payment method e) register the warranty within 14 days of installation by sending to Seller before and after videos/images of the installation of the product.

8. Confidentiality

Information All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or AMG Technologies Ltd., dba Smart Glass Country General Terms and Conditions 3 disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) rightfully and legally known to the Seller at the time of disclosure; or (c) rightfully and legally obtained by the Seller on a non-confidential basis from a third party.

9. Compliance with Law

Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits required by law to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. To the extent that Seller’s Personnel are required to enter onto Buyer’s site or property, Seller shall ensure that Personnel comply with Buyer’s health, safety and environmental policies and standards.

10. Shipping Terms

Delivery shall be made in accordance with the Terms of this Order. The Order number must appear on all documents pertaining to the Order, invoices, packing lists, correspondence, and all shipping documents. Seller shall not substitute material or ship more than the quantity ordered. Seller shall be solely responsible for and pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight and will take all reasonable steps to minimize Customs Duties costs. Our obligation to deliver shall at all times be subject to the timely and orderly receipt of the goods from our own suppliers.

11. Taxes

Unless specified otherwise on the face of the Order, the prices are exclusive of taxes and duties, if any. The buyer shall be solely responsible for and pay, all federal, state, and local taxes, including, but not limited to, value added tax, goods and services tax, sales, use or consumption tax. No sales or use tax shall be added when the Buyer indicates a valid tax exemption on the face of Purchase Order.

12. Title and Risk of Loss

Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the Goods are delivered to and accepted by Buyer at the Delivery Location.

13. Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the Buyer control which by its nature could not have been foreseen ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government actions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike, or embargoes. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order.

14. Relationship of the Parties

The Seller is an independent contractor of Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.

15. Governing Law and Venue

All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the state, province or territory identified in the address for the Buyer on the Order, excluding its choice or conflict of law rules. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and/or state, provincial or territorial courts in the state, province or territory identified in the address for the Buyer on the Order and the courts of appeal from them.

16. Notices

All notices, consents, claims, demands, waivers and communications hereunder (each, a "Notice") shall be in writing  and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (return receipt requested, postage prepaid).

17. Inconsistent Terms

The terms found on the face of this Order shall govern over the terms and conditions herein. Any separate written overriding agreement signed by both parties shall govern over the terms of the Order. AMG Technologies Ltd., dba Smart Glass Country General Terms and Conditions 5.

18. Severability

If any term or provision of this Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction.

19. Miscellaneous

Seller shall not assign, transfer, delegate or subcontract any of his rights or obligations under the Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment shall relieve the Seller of any of its obligations hereunder. No modification, alteration or amendment of the Order shall be binding unless agreed to in writing and signed by Buyer. This order supersedes all prior agreements, commitments and undestandings, whether oral or written. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order by Buyer shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other exercise of any additional right, remedy, or privilege.

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