1. Acceptance.  Purchase Orders shall be considered final upon acceptance by WANHO MFG, LLC (hereinafter “Supplier”) by issuance of a written order confirmation.  The issuance by Purchaser of a Purchase Order to Supplier shall constitute acceptance by Purchaser of these Terms and Conditions which shall supercede all additional or conflicting terms and conditions on Purchaser’s Purchase Order.  The contract between Purchaser and Supplier shall consist of Supplier’s written order confirmation and these Terms and Conditions.

2. Pricing.  Price quotations and terms shall remain in effect for thirty (30) days from date of issuance.  Supplier reserves the right to change published pricing at any time.

3. Payment Terms.  Terms of payment shall be Net thirty (30) calendar days from the date of invoice for all Product shipped by Supplier. 

4. Finance and Collection Charge.  Purchaser agrees to pay a finance charge, at a monthly rate of 2%, on past due invoices where allowed by applicable law.  Purchaser agrees to pay Supplier all costs of collection including but not limited to reasonable attorneys’ fees, collection fees and court costs incurred by Supplier to collect properly due payments.

5. Taxes.  Purchaser is responsible for all sales, use, and similar taxes, and agrees to reimburse Supplier for any such charges paid on Purchaser’s behalf. 

6. Credit Limits.  Credit limits shall be determined and modified at the sole discretion of the Supplier.  In the event that Purchaser is delinquent in payment, Supplier may suspend any shipment or delivery or refuse to perform any work until all past due amounts, including finance charges, have been paid in full.

7. Shipping Terms.  Shipping terms for shipments within the United States are F.O.B. Supplier’s Point of Shipment.  Shipping terms for international shipments are EXW Supplier’s Point of Shipment (Incoterms 2000).

8. Title and Risk of Loss.  Title to and risk of loss and damage to the Products shall pass to Purchaser immediately upon delivery of the Products to a common carrier, or to an employee or other agent of Purchaser, at Supplier’s facility.

9. Inspection.  Purchaser or its designated representative shall inspect all Products within seven (7) calendar days after delivery of Products (hereinafter “Inspection Period”) and Purchaser shall notify Supplier of any defects, shortages, over shipments, or nonconformance in any of the Products.  Any Products not rejected by Purchaser within such period shall be deemed to have been accepted by Purchaser.

10. Shortages / Over shipments.  In the event that Supplier delivers less than the scheduled requirement and Supplier is notified of such shortage within the Inspection Period, Supplier shall correct such shortage within a commercially reasonable period of time after receipt of written notice from Purchaser or as otherwise agreed by the parties.  If Supplier delivers more than the quantity ordered, Purchaser may return any excess Product at Supplier’s expense or retain such excess as mutually agreed by the parties. 

11. Shipping Damage.  All claims for transportation damage shall be filed and processed by the Purchaser.

12. Mode of Shipment.  In the event that Purchaser specifies in a Purchaser Order the shipping carrier, type of service, and payment method (collectively hereinafter “Mode of Shipment”), freight costs shall be charged in a manner consistent with the Purchaser Order.  In the event that Purchaser has not specified a Mode of Shipment on a Purchase Order, at the sole discretion of Supplier, such charges may be prepaid by Supplier and added to Supplier’s invoice to Purchaser. 

13. Purchase Orders.  Purchaser shall order Products from Supplier by issuing a Purchase Order (hereinafter “Purchase Order(s)”).  All Purchase Orders must be issued in writing and signed by Purchaser’s authorized representative.  Any and all pre-printed terms and conditions on Purchaser’s forms and documents are null and void and hereby expressly rejected, and are superceded by the terms and conditions of this Agreement.

14. Cancellation.  All requests for cancellation or changes of Purchase Orders must be submitted in writing by Purchaser.  In the event that Purchaser cancels or changes a Purchase Order, Purchaser agrees to pay a restocking fee of not less than 35% for standard Products and 100% for custom Products of the dollar value of the Purchase Order line item(s) cancelled.

15. Returns / Shipping Carrier Damage and Count Discrepancies. 
(a)  Purchaser may submit a request for return of Suspected Defective Products. Supplier shall not consider suspected defective product return requests received later than ninety (90) calendar days after shipment of Products, or with any of the required information missing from the request. All requests by Purchaser to return Products must be submitted in writing to Supplier and must contain the packing slip number, lot codes from product labels, and in the case of carrier damage or count discrepancies, a picture of the product on original pallet from manifest clearly showing the issue.  Carrier damage and count discrepancies received later than (7) calendar days after receipt of Products, or with any of the required information missing from the request shall not be considered.   Any carrier damaged products suffered under Purchasers’ carrier account must be addressed by Purchaser with their carrier for resolution and reimbursement.

(b)  Supplier shall evaluate the Return Request in a timely manner and may request a sampling be sent. Purchaser is required to reference the RMA number on all documentation and clearly mark product(s) with the RMA number. Supplier may, at its sole discretion, issue Purchaser written authorization to ship Product back to Supplier (hereinafter “Return Material Authorization”).  The issuance of a Return Material Authorization is not acceptance of the returned Product, merely authorization to return the Product for inspection.  In the event that Supplier deems the request is not made in compliance with the terms of this Agreement, Supplier shall notify Purchaser in writing that the request for return has been denied. 

(c)  Upon receipt of such Products, Supplier shall inspect the Products and, at its sole discretion, accept or deny the return of such Products.  In the event that Supplier accepts the return of Products from Purchaser, Supplier shall issue a credit to Purchaser in the amount of the original invoice amount for the Products.  In the event that Supplier denies the return of Products from Purchaser, Supplier shall ship Products back to Purchaser at Purchaser’s sole expense.  All shipping costs for the return of goods are the responsibility of the Purchaser.  In the event that, upon inspection, Supplier determines that the Products are subject to the terms of Supplier’s warranty or that the Products were shipped by Supplier to Purchaser due to an error by Supplier, credit to Purchaser will be issued as aforementioned above.

16. Specifications.  All Products shall be manufactured to meet Supplier’s current manufacturing and engineering standards.  All products shall be packaged and labeled in accordance with Supplier’s standard commercial practices.  Supplier reserves the right to change or modify Product at any time. 

17. Warranty.  Supplier warrants that, at time of shipment, the Products furnished by Supplier are free from defects in material and workmanship.  Supplier’s obligation under this warranty is limited to repair and replacement of any defective Product within two (2) years from the date of shipment to the first Purchaser.  Supplier shall have the sole discretion as to which of these remedies it shall provide.  These warranties shall not apply to any Product which has been subjected to misuse, neglect, alteration, accidental damage, damage or defects introduced after shipment, defects during storage or installation, defects attributable to improper installation or use for purposes other than the Product was intended, and any other defects out of the reasonable control of Supplier.  Seller makes no warranties, guarantees, covenants or representations other than those expressly set out in this Warranty.  The warranties and remedies provided herein are Purchaser’s sole and exclusive remedies and are provided expressly in lieu of all other warranties, whether express, implied, or arising by statute or otherwise in law or from a course of dealing or usage of trade, including but not limited to, warranties of merchantability or fitness for a particular purpose.  Purchaser agrees that Supplier’s liability under this Agreement, and any Purchase Order issued pursuant to this Agreement, shall never exceed the purchase price of the line item upon which liability is based.  Under no circumstances shall Supplier be liable for consequential, incidental, special, direct or indirect damages including but not limited to labor costs, installation costs, inconvenience, cost of replacement goods, loss of revenue or profits, or other costs of any nature as a result of the use of Products manufactured by Supplier.  All warranty claims are subject to Supplier’s standard return procedure as set forth in Supplier’s Terms and Conditions Agreement.

17.1 Disclaimer.  Except for the Warranty set forth in Section 17 above, Supplier makes no Warranty whatsoever with the respect to the goods, including any (A) Warranty of merchantability; (B) Warranty of fitness for a particular purpose; (C) Warranty of title; or (D) Warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

17.2 No Consequential or Indirect Damages.  In no event shall Supplier or any of its representatives be liable to Purchaser or any third party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues, or diminution in value, arising out of, relating to, or in connection with the use or misuse of its products and or services.  Regardless of (A) whether such damages were foreseeable, (B) whether or not Supplier or Purchaser was advised of the possibility of such damages and (C) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

18. Force Majuro.  Supplier shall not be liable for failure to perform any of its obligations under this Agreement to the extent such failure is caused by fire; flood; explosion; war; riot; embargo; labor disputes; compliance with any laws, regulations, orders, acts or requirements from the government, civil or military authorities; acts of God or the public enemy; or any act or event of any nature beyond Supplier’s reasonable control.  In no event shall Supplier be liable to Purchaser for any special, incidental or consequential damages as a result of delay in performance or failure to perform hereunder.

19.  Confidentiality.  It is understood and agreed to that the recipient of this correspondence identified with WANHO Manufacturing, LLC and the disclosed confidential information is receiving certain information that is and must be kept confidential.  To ensure the protection of such information, and to preserve any confidentiality necessary under patent, Copyright and/or Trade Law secrets, it is agreed that:  a)  confidential information to be disclosed as and includes:  inventions, product descriptions, technical and business information related to pricing, proprietary ideas, drawings, illustrations, existing and/or contemplated products and/or services, R&D, customer/client lists, marketing and current or future business plans disclosed.  b)  The recipient agrees not to disclose the confidential information obtained from WANHO Manufacturing, LLC to anyone unless agreed to via in writing by WANHO Manufacturing, LLC or required to do so by U.S. Law.  Wherefore, the recipient acknowledges they have read and understand this information clause and voluntarily accepts the duties and obligations set forth herein.