OTTAVO

STANDARD TERMS & CONDITIONS OF SALE US DOMESTIC

1. Applicable Law - Definitions. The definition of terms, interpretation of these Standard Terms and Conditions of Purchase (the "T&Cs") and the rights of parties hereunder are governed by the laws of Florida. References to federal, state, or local statutes, regulations, rules and orders include all amendments and revisions thereof. "Order" means the applicable purchase order, issued pursuant to the Supply Agreement between Buyer and MCR, including all terms and conditions herein and therein and all specifications issued hereunder and there under, and all drawings, models and samples furnished hereunder, if any. "Products" means products or services that are the subject of the Order. "Buyer" means the applicable Buyer Location, as set forth in the Supply Agreement. MCR shall have the same meaning set forth in the Supply Agreement.

2. Acceptance. Buyer’s acceptance of an Order is to be promptly acknowledged via a Sales Order Acknowledgement, after review and acceptance of the Buyer’s purchase order and its content.

3. Price. Products shall be billed at the prices agreed on between Buyer and MCR and as set forth in the Supply Agreement, or Price Quotation submitted by a Representative of MCR.

4. Payment Terms. MCR standard payment terms are net 30 days, subject to credit approval, from the date of delivery of Products. An initial 25% deposit is required for all OEM Products, to be paid within 10 days of purchase order date. MCR retains title to product shipped under UCC title 9 until the invoice is paid in full.

5. Routing, Risk of Loss, Excess Shipments and Delays. Buyer may select mode of transportation, routing of, and carrier for Products. MCR will provide Buyer with best alternatives. Products shall be delivered FOB ______________. Risk of loss is with MCR until after Products are delivered. If Buyer uses their carrier of choice, Buyer shall claim any loss of shortage or damage to product from that carrier. Before time for delivery of Products, MCR believes that it will not meet its delivery schedule, it shall immediately notify Buyer, indicate the cause of delay, use its best efforts to cure the anticipated delay, and permit Buyer to expedite delivery.

6. Warranties. Unless specified otherwise and in addition to any rights the Buyer may have under statute, MCR warrants to the Buyer that MCR Products (excluding third party products and software), will be free from defects in materials and workmanship affecting normal use for a period of one year from invoice date ("Standard Warranty"). This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by MCR, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than MCR personnel or any person authorized by MCR, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by MCR.

The Standard Warranty does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the Product after the Product is shipped from MCR.

During the one-year period beginning on the invoice date, MCR will repair or replace Products returned to MCR's facility. Buyer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. MCR will determine and confirm failure claimed by Buyer within a reasonable time period and will ship the repaired or replacement products to Buyer freight prepaid.

While not affecting any non-excludable warranty or guarantee implied by law, MCR does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.

The Buyer agrees that to the extent permitted by law, in relation to third party products purchased through MCR, where such of the Products are covered by a relevant manufacturer's warranty, then the Buyer will first make a claim against the manufacturer and shall utilize that warranty for the support of such Products and in any event not look to MCR for such warranty support in the first instance.

7. Inspection; Rejection and Revocation. After receipt of Product, Buyer has a reasonable time, but no more than 7 days, to inspect and either accept or reject Products and no more than 2 days for shortages or broken skids. Payment shall not constitute acceptance. Buyer may reject Products not conforming to the instructions, terms, conditions, specifications, descriptions, drawings, data, or warranties furnished hereunder.

8. Indemnification. MCR shall not be liable in contract or in tort for any loss or damage suffered and consumer’s rights are limited to those set out in these Terms and Conditions and under statute. To the extent permitted by law, MCR's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.

The Buyer shall indemnify MCR and keep MCR fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the Buyer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.

To the extent permitted by law, MCR and Buyer agree that MCR will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. MCR shall not be liable to the Buyer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if MCR has been advised of their possibility.

Any service response times stated by MCR in the service contracts are approximate only and MCR shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.

To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by MCR shall be subject to correction without any liability on the part of MCR. MCR's liability for breach of warranties shall be limited, at MCR's option, to:

(a) In the case of products, the replacement of the products or the supply of equivalent products; the repair of such products; the payment of the cost of replacing the products or of acquiring equivalent products; or the payment of the cost of having the products repaired; OR

(b) In the case of services, the supplying of services again; or the payment of the cost of having services supplied again.

10. Assignment. MCR shall not assign or subcontract any amounts due or to become due or any work to be performed hereunder without prior advisement to Buyer. MCR shall remain obligated to Buyer as if no assignment or subcontract had been made. All assignees, contractors, and those who provide Products or services, directly or indirectly to Buyer shall be bound by the Order in the same manner as MCR, and Buyer shall be subrogated to MCR's rights under any assignment or subcontract.

11. Termination of Order. Buyer may at any time terminate all or part of MCR's performance hereunder by written notice to MCR. Upon receipt of such notice, MCR shall terminate its performance and all orders and subcontracts to the extent they relate to such performance. In reference to OEM private label and or custom orders, MCR shall promptly advise Buyer of the quantities of finished Products, work in process and raw material on hand or purchased prior to termination and of the most favorable disposition thereof. Buyer shall pay MCR the Order price of finished Products and the cost to MCR, of Work in Process and Raw Materials within 30 days of termination of order. Buyer may verify such claims at any reasonable time and by any reasonable method. If purchase order is canceled for product proprietary to Buyer, Buyer will pay for Raw Material, Work in Process & Finish Goods inventory used for that purchaser order. In reference to MCR standard products, a 25% restocking fee will apply to all shipped Products to Buyer.

12. Cancellation. Buyer may cancel the Order, in whole or in part, if MCR breaches any terms hereof, including warranties; or becomes insolvent or commits any act of bankruptcy. Upon such cancellation, Buyer shall have no liability for undelivered Products or any part thereof. MCR's indemnities, warranties and obligations of confidentiality shall survive such cancellation. If the case of Force Majeure should arise, both parties will discuss any charges for canceling the open orders.

13. Buyer's Property; Confidentiality. Buyer retains title to all information and materials furnished to MCR to aid performance hereunder, and the same shall be: treated as confidential information; used only to complete the Order; and returned with copies at Buyer's direction or upon completion, termination, or cancellation hereof, unless otherwise agreed in writing. All Buyer's property available to MCR for performance hereunder shall remain Buyer's property, be segregated from MCR's property and be individually marked and identified as Buyer's property. Such property shall be used solely for performance hereunder and be returned (at Buyer's expense) at Buyer's request, or upon termination, cancellation or completion of the Order. MCR shall: keep such property in good condition and assume all risks and liability for losses arising from its use; buy insurance for the risks and liability assumed herein and give evidence of such insurance upon request; permit inspection of such property; give detailed statements of such property; and fully cooperate and aid Buyer in any effort to obtain possession of such property through court proceedings or otherwise.

14. Tooling. (a) Tooling charges: MCR tooling charges include molds customized for Buyer in manufacturing of products.

(b) "Special tooling" means all patterns, dies, fixtures, molds, jigs, models, gauges, inspection devices, special cutting tools, special test devices, drawings, and templates, which, before the date hereof, MCR did not own or use and which MCR has been or will be required to acquire and use solely for purpose of furnishing Products hereunder, but excludes tools, capital items, or property owned or furnished by Buyer. Prior written approval for purchase of any special tooling is required, and such request shall detail each item and its price. MCR shall use all special tooling solely for performance of the Order or as Buyer directs in writing, maintain special tooling in good condition, fully covered by insurance, and replace it at MCR's cost if lost, stolen, destroyed, or otherwise rendered unfit for use (except for normal use, wear and tear). MCR shall permit inspection and supply Buyer with detailed statements of special tooling upon request.

15. Proprietary Rights in Inventions. MCR shall maintain ownership of any invention, improvement, or discovery, patentable or not, copyrightable or not, including the right to make derivative works, and including the right to recover for misappropriation or infringement, conceived or reduced to practice in performance hereunder by any employee of MCR or any person working under MCR's direction or any subcontractor of MCR.

16. Taxes. Prices herein include all taxes directly applicable to Products but Buyer is only liable for such federal, state, and local taxes levied on Buyer which the law requires MCR to collect from Buyer.

17. Buyer's Right to Change. Buyer may at any time, by written notice, change the drawings, specifications, quantities, schedules and shipping instructions hereunder. If any such change changes the cost or time required for performance, an equitable adjustment in prices and/or schedules shall be made, with written claim for such adjustment to Buyer within 30 days from the date Buyer orders change.

18. Cumulative Remedies. Any right or remedy of Buyer herein is in addition to Buyer's other rights and remedies herein at law. All Buyer's rights and remedies hereunder are cumulative and non-exclusive.

19. Entire Agreement. The Supply Agreement, together with the Order, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all previous proposals, oral and written, and all other party communications. No change hereof is binding unless expressly agreed to in writing by Buyer's duly authorized representative.