Sales Terms

TIANMA AMERICA, INC.

STANDARD TERMS AND CONDITIONS AGREEMENT

1. GENERAL 
An order constitutes a contract between TIANMA AMERICA, Inc. (Seller) and the Buyer when accepted in writing by Seller at its home office as shown on the face hereof. A contract resulting from the acceptance of an order may be cancelled or altered by the Buyer only if agreed to in writing by Seller at its home office subject to payment of associated charges necessary to protect Seller from loss. The terms and conditions set forth below, together with those appearing on the face hereof, are the complete and exclusive statement of all the terms of agreement between SELLER and the Buyer. Any terms and conditions contained on purchase orders or other forms of writings which are contrary or in addition to the provisions set forth herein are expressly objected to by SELLER and shall be of no force or effect irrespective of whether or not SELLER has shipped Product under such purchase orders, writings, or forms. If Buyer has not delivered within 10 days of the date of this acknowledgment to Seller, a written objection to the conditions hereof or any part thereof, Buyer agrees to assent to all such conditions. This agreement may be modified only by writing duly signed by authorized representatives of both parties. 

2. TITLE, RISK OF LOSS
Title to, and risk of loss or damage to, Product shall pass to Buyer upon delivery to carrier at the F.O.B. point. Buyer shall have the responsibility for dealing with the carrier in the event of carrier’s mis-delivery, loss or damage to product. 3. DELIVERY Shipping dates are based upon prompt receipt of all necessary information, supporting documentation, furnished material and authorization from the Buyer. Shipments are scheduled after acceptance of an order in accordance with the buyer’s requirements. Unless specifically stated to the contrary, however, where existing priorities and schedules prevent strict compliance with requested delivery dates, orders are entered as close as possible to the requested date and the Buyer is advised of the actual shipping schedule. Seller shall not be liable for delays in delivery or other default by reason of any occurrence or contingency beyond its reasonable control, nor shall it be liable for any special, incidental, or consequential damages caused by any delay in delivery or failure to manufacture delivery, or performing under this agreement. Buyer may not reschedule orders earlier or later without written notice to Seller 120 days prior to scheduled ship date unless Seller consents thereto (Seller’s consent is subject to a 1.5% monthly carrying cost). Buyer may not cancel orders without written notice to Seller 120 days prior to scheduled ship date unless Seller consents thereto (Seller’s consent is subject to a 100% cancellation fee for cancellations 1-45 days prior to scheduled ship date; a 50% fee for cancellations 46-75 days prior to scheduled ship date, a 25% fee 76-100 days prior to scheduled ship date, a 15% fee of 101-120 days prior to scheduled ship date). 

3. DELIVERY
Shipping dates are based upon prompt receipt of all necessary information, supporting documentation, furnished material and authorization from the Buyer. Shipments are scheduled after acceptance of an order in accordance with the buyer’srequirements. Unless specifically stated to the contrary, however, where existing priorities and schedules prevent strict compliance with requested delivery dates, orders are entered as close as possible to the requested date and the Buyer is advised of the actual shipping schedule. Seller shall not be liable for delays in delivery or other default by reason of any occurrence or contingency beyond its reasonable control, nor shall it be liable for any special, incidental, or consequential damages caused by any delay in delivery or failure to manufacture delivery, or performing under this agreement. Buyer may not reschedule orders earlier or later without written notice to Seller 120 days prior to scheduled ship date unless Seller consents thereto (Seller’s consent is subject to a 1.5% monthly carrying cost). Buyer may not cancel orders without written notice to Seller 120 days prior to scheduled ship date unless Seller consents thereto (Seller’s consent is subject to a 100% cancellation fee for cancellations 1-45 days prior to scheduled ship date; a 50% fee for cancellations 46-75 days prior to scheduled ship date, a 25% fee 76-100 days prior to scheduled ship date, a 15% fee of 101-120 days prior to scheduled ship date).

4. PRICES
Prices are exclusive of any and all Federal, State and Local sales, use excise, and similar taxes. Further said prices do not include any domestic and foreign forwarding agent or brokerage fees, duties, fees covering consular invoices, or fees for any other necessary documents required by the United States or country of destination, all of which shall be at Buyer’s expense.

5. PAYMENT
Unless stated to the contrary on the face hereof, terms of payments for Buyer shall be net thirty (30) days from date of shipment, subject to approval and continuation of such approval of credit by Seller. Buyer agrees to submit such financial information from time to time as may be reasonably requested by Seller for the establishment and/or continuation of credit terms. If payments are not made in a timely manner, Seller may bill Buyer interest in accordance with the maximum legal limit. In case of partial shipments, prorata payments shall become due on each payment. Should it be necessary for Seller to initiate legal proceedings to enforce collection, Seller shall in addition to all other rights of law, be entitled to recover reasonable attorney’s fees as the court may determine.

6. WARRANTY
A. Seller warrants that the product will, for a period of one year from the manufactured date of such products, be free from defects in material and workmanship and will conform to the specifications set forth or incorporated by reference into this agreement, in each case under normal use, conditions and service. Seller agrees to repair or replace without charge for labor or materials, all defective Product which is returned for inspection to said center within the applicable warranty period, provided that buyer obtains a Return Material Authorization (RMA) number before returning any Product under warranty claim and Buyer prepays freight costs, and further that such inspection discloses that the Product has not been altered or repaired other than with written authorization from Seller and by its approved procedures, not been subject to misuse, improper maintenance, negligence, improper handling, inadequate packaging or accident, damaged by excessive current otherwise had its serial number or any part altered, defaced or removed. All defective items or parts replaced hereunder shall become the property of the Seller. SELLER HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED (EXCEPT THOSE EXPRESSLY SET FORTH IN THIS ARTICLE 6) AS TO THE PRODUCT, INCLUDING, BUT NOT LIMITED TO: ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE OR BREACH OF WARRANTY EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE 6. BUYER HEREBY WAIVES ALL CLAIMS FOR GENERAL, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES AND AGREES THAT SELLER’S LIABILITY, AND BUYER’S EXCLUSIVE REMEDY ARE EXPRESSLY LIMITED TO THE REPAIR OR REPLACEMENT OF MATERIALS PURSUANT TO THE WARRANTY SET FORTH HEREIN AND SUCH LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE FOR SUCH PRODUCT. The warranty set forth herein may not be extended, altered, or modified except by written amendment to this Agreement.
B. Seller reserves the right, at its option, to inspect and/or repair Product under warranty claim at Buyer’s plant.

7. CANCELLATION
Custom-made LCD products (including custom made LCD glass panels and custom made LCD modules) are non-cancelable and non-returnable.

8. PROPRIETARY INFORMATION
All proprietary information which is specifically designed as such, disclosed by either party to the other in connection with this Agreement shall be used solely for installation, operation, maintenance, and support of Product furnished under this Agreement only and shall be protected by the recipient from disclosure to others with the same degree of care as that which is accorded to its own proprietary information. Information will not be subject to this provision if it is or becomes a matter of public knowledge without the fault of the recipient party. If it was a matter of written record in the recipient party’s files prior to disclosure to it by other party, if it was or is received by the recipient party from a third person under circumstances permitting its disclosure, if its disclosure is required by the recipient of any United States Agency or is demonstrated to have been independently developed by recipient.

9. EXPORTS BY BUYER
Buyer shall be responsible for obtaining an export license from the United States Department of Commerce, for all Product sold to it by Seller which it ships outside of the United States.

10. PATENT PROTECTION
A. Seller shall undertake at its own expense, the defense of any suit, or proceedings brought against the Buyer in so far as such proceeding is based upon a claim that any product made to the Seller design and furnished hereunder constitute an infringement of any patent of the United States, on condition that the Buyer promptly notifies Seller in writing of such suits or threats thereof and cooperates by giving Seller any requested authorization, information and assistance for the defense of same. Seller shall exercise its sole and absolute discretion to determine the manner in which such claim, suit, or proceeding is handled or otherwise disposed of. Notwithstanding the foregoing, Buyer may be represented in any such suit by its own counsel, provided, however, that the Buyer shall not consent to any other act in compromise of any such claim without first obtaining Seller’s consent thereto in writing, and further provided that such representation be at Buyer’s sole cost and expense.
B. Seller may, at any time during the pendency of such dispute, or should any product or part thereof be held to constitute an infringement and the use thereof enjoined, at its own expense, take any one of the following actions, in its sole and absolute discretion:
1. Procure for and its vendees the right to continue the use and sale of said product.
2. Modify the infringing product so that it becomes non-infringing, or
3. Terminate this Agreement and repurchase from Buyer the affected Product thereto sold to and paid for by Buyer. The repurchase price for any such unused equipment shall be the price that Buyer has paid to Seller therefor, and the purchase price for used Product shall be its depreciated value, based on a three year useful life. Upon Seller’s fulfillment of any of the three options set forth above, it shall thereafter be relieved of any further obligation or liability to Buyer under this agreement. In no event shall Seller be liable for any special, incidental, consequential or any other indirect damages or loss of profits suffered by Buyer or its vendees due to such infringement.
C. The foregoing shall not apply in instances in which normal non-infringing Seller Product is rendered infringing by the Buyer’s alteration, combination with other equipment, or use of said Product. The sole obligation of Seller shall be full compliance with this clause.

11. MISCELLANEOUS
A. The invalidity of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect the remaining portion of this Agreement or any part thereof. 
B. In the event of any voluntary proceedings in bankruptcy or insolvency by or against Buyer, or in the event of appointment, with or without Buyer’s consent, of an assignee for the benefit of creditors, of a receiver, Seller shall be entitled to cancel any unfilled part hereof without any liability whatsoever.
C. Any assignment of this Agreement, or any of the rights hereunder by the Buyer shall be void without written consent of the Seller.
D. The waiver of any item, condition, or provision of this Agreement by Seller shall not be construed as a waiver of any other term, condition or provision, nor shall such waiver be deemed a waiver of any subsequent breach thereof.
E. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of California. All actions or proceedings relating to this Agreement shall be maintained in a court located in Los Angeles County, State of California, and the parties hereto consent to the jurisdiction of said court and waive any objection in such venue.