TERMS AND CONDITIONS OF SALE

All transactions with Meshglass Ltd are subject to these terms and conditions of sale.
Payment constitutes client's full agreement to Meshglass Ltd's terms and conditions of sale.

TERMS AND CONDITIONS OF SALES

1. Application of Terms.

For purposes of this agreement Meshglass Ltd, meshglass™, meshglass.com, Crystalmeshglass™ shall be abbreviated to meshglass (meshglass). These terms apply to any transaction which is

(A) Not governed by a separate written agreement between the Client/Agency (“Client/Agency") and meshglass and signed by both parties;

and

(B) Not governed by the terms of a meshglass e-commerce website.
Both of the foregoing (A) and (B) supersede the following terms.

Meshglass standard terms below supersede all terms on any purchase order and any other
document submitted by the Client/Agency and all other terms submitted by Client/Agency to
Meshglass . No other terms shall be valid unless specifically agreed to in writing and
signed by meshglass . Failure of meshglass to object to the provisions in any document
sent by Client/Agency shall not be deemed a waiver of these terms or acceptance of any terms
the Client/Agency may have requested. meshglass sale of the products ("Products") covered by
this document are governed only by these terms and conditions of sale. Client/Agency shall be
deemed to have expressly accepted these terms and conditions of sale if Client/Agency
requests or accepts delivery of any Products. These terms supersede all other terms
submitted or proposed by Client/Agency, as well as all prior terms in any quotation, purchase
order, or otherwise. In the event that meshglass consents to modify any of the following terms, such modification shall be in a signed writing between the parties which references the change to these terms or shall be expressly stated on the face of these terms and endorsed by meshglass .

2. Prices. Client/Agency shall pay the prices quoted in writing by meshglass. Prices quoted
are F.O.B. meshglass designated warehouse or other place as specified by meshglass . All
price quotations issued by meshglass are firm for a period not to exceed thirty (30) days unless
otherwise indicated therein by meshglass . If meshglass prices are based on quantity purchased
and Client/Agency does not purchase the designated quantity, meshglass may adjust, and
Client/Agency shall pay the price difference accordingly. Subject to these terms, meshglass
may change prices at any time without prior notice.

3. Payment Terms. Overdue amounts will be subject to a late charge at the rate of 1.5% of amount outstanding per month or the maximum rate permitted under applicable law. In the event of any collection of overdue amounts by meshglass, meshglass shall be entitled to recover reasonable collection fees and costs (including attorneys' fees and costs). Creditworthiness is inherently subjective, and accordingly meshglass may withdraw or suspend credit, require payment in advance or by C.O.D., or otherwise modify credit terms, from time to time in its discretion. If Client/Agency's payments are overdue, meshglass may withhold performance under this or any other orders. meshglass acceptance of partial payment of any invoice will not constitute waiver of the balance.

4. Fees and Taxes. In addition to the applicable price, Client/Agency shall pay any tax, duty, fee, or other charge imposed by a government authority on the sale of the products, and shall reimburse meshglass for such amounts. If Client/Agency claims an exemption from such charges, it must provide evidence thereof to meshglass at the time of initial order. Client/Agency shall be responsible for any resulting taxes and penalties if such exemption is not accepted by the tax authorities. In the event that any government authority imposes any new tax or tax increase after the date of price quote by meshglass, the Client/Agency shall be responsible for such amount.

5. Shipment. Meshglass shall deliver the Product to Client/Agency's shipper F.O.B. Title and risk of loss will pass to Client/Agency when goods ordered are delivered to the carrier at the F.O.B. point. On completion of production your order is delivered to the appointed shipper with Fob invoice and delivery address. The Shipper issues a receipt of goods and a bill of lading or AWB (airway bill) once the goods are received for shipment. The ownership of the goods is transferred to customer on receipt of your order/goods by the appointed shipper. The customer is the invoiced client who ordered the material.
Client/Agency shall be responsible for any costs associated with storage and insurance. Client/Agency will submit claims for loss or damage during shipment directly to the carrier. Meshglass ship the products in protective packaging. Client/Agency shall pay all charges for special packaging requested by Client/Agency.
Meshglass Ltd will keep the customer informed of delivery details and codes for package tracking purposes

6. Rescheduling and Cancellations. Client/Agency shall not cancel any order except as
expressly authorized in writing by meshglass . Client/Agency's wrongful non-acceptance of
meshglass Products or cancellation or repudiation of any order or shipment shall entitle
meshglass to recover, in addition to any incidental damages:
(1) the full price of such products;
(2) in the case of products for which other Client/Agency's exist or where an action for the price is prohibited by law, damages equal to the profit (including reasonable overheads) which meshglass would have realized had Client/Agency fully performed will become payable.
(3). For orders of custom or semi custom products, meshglass shall be entitled to recover expenses incurred, prior to receipt of notice of non-acceptance, repudiation or cancellation by Client/Agency, in connection with procuring or providing special services, computer aided design, special tooling, custom firing and the like.

7. Deliveries. Delivery dates will vary depending upon manufacturing, availability, and other conditions, and delivery dates are only estimates. Delay in delivery of any shipment shall not relieve the Client/Agency of its obligations to accept shipment. meshglass shall notify Client/Agency in the event of in the event of product shortage or any reason. meshglass shall be free to allocate the products among its Client/Agency's in any manner meshglass determines. Meshglass may cancel any order without liability if Client/Agency becomes bankrupt or insolvent, commences or has commenced against it a bankruptcy proceeding, makes an assignment for the benefit of creditors, suffers a receiver to be appointed, or is in material breach of its obligations to meshglass .

8. Modifications. meshglass may modify the Products at any time without notice to the Client/Agency. If such modifications in custom design materially affect form, fit, or function, meshglass shall permit the Client/Agency to make a one time cancellation of the affected Products.

9. Discontinuance. meshglass may discontinue any Products in its discretion and may
cancel Client/Agency's order on account of such discontinuance, without liability.

10. Limited Warranty. meshglass warrants to Client/Agency only, and not to Client/Agency's affiliates or any other third parties, that Products shall materially conform to meshglass specifications for such Product at the time of shipment to Client/Agency; This warranty shall be conditional upon receipt by meshglass of notice of any alleged non-conformance to specifications within thirty (30) days after delivery to Client/Agency. Client/Agency's sole remedy, and meshglass' sole duty, for any breach of this warranty will be for meshglass, at meshglass 's option, to repair or replace the defective Product or to issue a credit to Client/Agency in the amount of the purchase price paid for such Product. In no event shall meshglass be responsible for any costs associated with the removal (or re-installation) of Products from (or into) items into which such Products have been integrated by Client/Agency (or other third parties), or costs associated with other products into which the Product may have been integrated or used. meshglass will not be responsible for any costs incurred in removing Products from locations in which they have been installed.

11. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, meshglass DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COURSE OF DEALING, OR USAGE OF TRADE.

12. CONSEQUENTIAL DAMAGES. IN NO EVENT WILL MESHGLASS BE LIABLE FOR ANY COSTS OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF THIS AGREEMENT, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LAW OR EQUITY, EVEN IF MESHGLASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. LIMITATIONS. MESHGLASS LIABILITY UNDER THIS AGREEMENT FOR ANY SALES FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED A REFUND OF THE PURCHASE PRICE PAID BY CLIENT/AGENCY FOR THE PRODUCT OR PRODUCTS GIVING RISE TO SUCH LIABILITY.

14. GENERAL. THE ABOVE DISCLAIMERS AND EXCLUSIONS INCLUDE ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST CLIENT/AGENCY AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREUNDER.

15. PARTICULAR USES.
A . Client/Agency acknowledges that meshglass is made of glass and Client/Agency assumes all risks in using, handling, inserting or installing the product. Accordingly, meshglass disclaims all liability, and Client/Agency assumes all risks and will defend and indemnify meshglass against claims arising, from any physical harm, abrasions, cuts, contraindications, allergies or ill health arising from any use of meshglass Products.
B. Client/Agency acknowledges that the Products are not designed for life support, critical care, medical, safety equipment, or similar applications where Product breakage or failure could result in loss of life or personal or physical harm. Accordingly, meshglass disclaims all liability, and Client/Agency assumes all risks and will defend and indemnify meshglass against any claims arising, from any use of meshglass products.
C. All images generated using meshglass design tools look extremely like the materials that they portray but in spite of this fact meshglass accepts no responsibility that the images indicate a true facsimile of any meshglass, crystalmeshglass™, fibremeshglass™ or photomeshglass™ product.

16. Proprietary Rights. Meshglass retains ownership of all rights to designs, copyrights, technical data, and all other intellectual property relating to the products, and to any models, samples, drawings, patterns, composites, molds, masks, fixtures, and tools used in making them, and nothing in any sale conveys any license, expressly or by implication.

17. Infringement Indemnification. meshglass' duty to indemnify will not apply if the alleged infringement arises from the combination of the Products with any other goods or products, or the modification of any Products by a party other than meshglass, or any specifications or directives of Client/Agency used by meshglass in making the Products, and will not apply to any settlement made by Client/Agency without meshglass consent.

THE FOREGOING STATES THE ENTIRE RESPONSIBILITY OF MESHGLASS, AND THE EXCLUSIVE REMEDY OF CLIENT/AGENCY, WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OR TRADE VIOLATION BY THE PRODUCTS.

18. Import and Export Control. All sales hereunder are subject to the Client/Agency's ongoing
compliance and demonstration of compliance with all import and Export Laws.

19. Force Majeure. Meshglass shall not be liable for any loss, delay or failure to
perform resulting from any force majeure event, including Acts of God, fire, earthquake,
flood, tsunami, natural disaster, terrorism, war or military hostilities, labor stoppage, delays
in supplies, inability of carriers to make scheduled deliveries, or any other act beyond
the reasonable control of meshglass . Any delivery date may be extended, at meshglass 's
discretion, to the extent of any delay resulting from a force majeure event..

20. Assignment. Neither meshglass nor Client/Agency may assign its rights or duties hereunder without the prior written consent of the other party. Meshglass may assign to its affiliates without consent and may subcontract with its affiliates and other entities as required.

21. Notice. Any notice or report required or permitted by these terms and conditions
shall be in writing and shall be deemed given if delivered personally or if sent by
either party to the other by reputable overnight courier service or certified mail,
return receipt requested, postage prepaid, addressed to the other party to its address
as set forth on the face of Sales Acknowledgement or at such other address as such
party shall designate by notice hereunder. Where Client/Agency is giving notice to meshglass
at current email address, and all notices shall be sent to the attention of Client/Agency's account representative or agent and an email copy shall be sent by Electronic Data Interchange (EDI) to meshglass .

22. Governing Law. The terms and conditions of sale stated herein shall be governed by
and construed according to the laws of the State of New York without regard to conflict
of laws provisions. Jurisdiction and venue for any claim or cause of action arising out
of this Agreement shall be exclusively in the state courts located in New York City,
This Agreement shall be governed by the state of New York. USA

23. Entire Agreement. The terms and conditions contained herein constitute the entire
agreement between Client/Agency and meshglass with respect to the Products on the face of
any Sales Acknowledgment. No modifications to these terms and conditions herein shall
be enforceable except when in writing and signed by both parties, unless otherwise
expressly stated herein.

24. Severability. Any provision hereof which is prohibited or unenforceable shall be
ineffective but only to the extent of such prohibition or unenforceability, without
invalidating the remaining provisions hereof.

25. Waiver. No waiver of any breach of any provision of these terms and conditions shall
constitute a waiver of any prior, concurrent or subsequent breach of the same or any
other provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving party.

26. EDI. With prior consent of meshglass orders of Client/Agency may be placed by
Electronic Data Interchange (EDI) transmission through a third party computer network.
Each party is responsible for its own costs in sending and receiving such transmissions and
each party consents to the enforceability and legal sufficiency of electronically
transmitted orders, sales acknowledgements, and other documents under the Statute of
Frauds or similar laws requiring that contracts be in writing and signed by a party,
including but not limited to Uniform Commercial Code Section 2-201 or its equivalent
embodiment under applicable state law.

27. SHIPPING. Meshglass Ltd ships to all countries served by the UPS and FedEx delivery systems
or may be appointed to use a shipper of your choice.

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