Sales and Service/Project Terms & Conditions

1. SCOPE
1.1 The terms and conditions of sale set forth herein apply to all contracts of sale or license entered into by Merit
Stainless Steel Inc. for its represented goods or services ("Products"), including associated proprietary information. The Products covered
by these Terms and Conditions are based upon MERIT's standard specifications, final acceptance test procedures, manufacturing
schedules, and the standard Statement of Work. Changes to these baseline documents or schedules to meet a
specific BUYER requirement may be made upon mutual agreement between MERIT and BUYER and if required with MERIT's principal,
and shall be subject to separate negotiation, as necessary.
1.2 All quotations, proposals, bids, or similar communications from MERIT shall be considered solicitations of offers. All orders placed
by BUYER shall be considered offers, which shall be deemed accepted upon written notice thereof from MERIT. Notwithstanding terms
and conditions that may be included on BUYER's purchase order form or otherwise, MERIT's acceptance is conditional
upon BUYER's acceptance to the terms and conditions set forth herein. Any term or condition in BUYER's purchase order or acceptance
in addition to or not identical with any of these terms and conditions shall not become part of the contract unless such term or condition
is stated in writing and approved and signed by an officer of MERIT. MERIT's failure to object to any term or condition contained in any
communication from BUYER shall not be deemed accepted/assent to such term or condition or a waiver of these terms and conditions.
2. PRICING TERMS
2.1 Pricing shall be valid for a period of sixty (60) days. Verbal quotations expire the day they are made. MERIT may make any changes
to the List Prices at any time for all Products, services, and training included in the List Prices.
2.2 List prices will remain firm through delivery to BUYER unless BUYER requires shipment beyond a six (6) month period from order
receipt by MERIT. .Prices for Equipment, items or integration services, not defined in the original Order bill of material, that are added by
Change Order, shall be priced based upon the then current List Price.
3. BILLING AND PAYMENT
3.1 All Orders and Services shall be paid in advance (100%) prior to delivery. Locally Fabricated items will require a minimum of (2)
Weeks from the signed and Approved Technical Specification.
3.2 For project orders with engineering and integration content, , the following milestone-billing schedule will apply:
Billing Percentage Milestone

50% Down-Payment

30% Prior to Delivery

10% Upon Installation (If Necessary) No Installation will require 40% prior to Delivery.

10% Upon Completion

* If project does not require Installation, then 10% FAT billing does not apply and 40% will be billed upon Installation.
3.3 Merit’s Commitment to Work Schedules are based on approved Gantt Chart and Client’s requirements. The labor hours committed
to each project will be pre-approved and any additional hours may be billed at published rates on a monthly basis. In addition to these
labor hour billings, any associated travel, living, and other expenses incurred will be billed at actual costs plus 10%.
3.4 Unless otherwise specified, BUYER's payment is due within thirty (30) days from the date of each invoice, subject to credit approval
by MERIT. Partial payments shall be provided when so specified or as a result of changes in accordance with the Changes clause, in
which event MERIT and BUYER will mutually agree upon modified payment terms. BUYER agrees to pay MERIT in Philippine Peso, as
mutually agreed to by both parties. Payment shall be made by electronic funds transfer, cheque, or by any other form of payment specified
by MERIT in its acknowledgment of BUYER's order, including an irrevocable, confirmed letter of credit from a reputable bank, payable at
sight. MERIT reserves the right to establish and/or change the credit and payment terms, when in the sole opinion of MERIT,
BUYER's financial condition or previous payment record warrants such action
5. LIABILITY AND INDEMNIFICATION
5.1 MERIT Indemnification - MERIT shall defend indemnify and hold BUYER harmless from and against any and all claims, losses,
expenses, or damages, including attorney's fees, resulting from damage to all property, private or public, and injuries, including death, to
all persons, arising from any negligent acts or omissions or willful misconduct of MERIT.
5.2 BUYER Indemnification - BUYER shall defend, indemnify, and hold MERIT harmless from and against any and all claims, Merits,
expenses, or damages, including attorney's fees, resulting from damage to all property, private or public, and injuries, including death, to
all persons, arising from any negligent acts or omissions or willful misconduct of BUYER.
5.3 LIMITATION OF LIABILITY – Neither party shall be liable to the other party for any special, indirect, incidental, or consequential
damages nor for any loss of profit or loss of expected sales revenue whether arising out of performance of this agreement, any order
issued pursuant to this agreement, including damages based on warranty, contract, negligence or any other cause or combination of
causes whatsoever, real or alleged.
6. DELIVERY, TITLE, AND RISK OF LOSS OR DAMAGE
6.1 MERIT will use its best efforts to deliver Products in accordance with mutually agreed delivery dates. All deliveries shall be Ex
Works, MERIT's principal facilities. Title to all Products, , and risk of loss of damage shall pass to buyer upon delivery to the
carrier. MERIT will pack and ship all Products in accordance with good commercial practice. MERIT shall have the right to make partial
shipments for any order placed by BUYER, and BUYER shall be required to pay for such partial shipments. Products held or stored
for BUYER by MERIT shall be at the risk and expense of BUYER. Prices may be adjusted upward 0.5% of the contract price for each
month or minimum charge of php 2,500 per day the scheduled shipment date is delayed at BUYER's request.
6.2 In the absence of specific written instructions, MERIT shall select the carrier and obtain insurance for the full value of the shipment
and bill the BUYER for the full cost of such shipping and insurance, but such carrier or insurer shall not be deemed to be the agent
of MERIT, and in no event shall MERIT be liable for any delay in delivery or assume any liability regarding shipment, including the risk of
loss or damage.
7. ACCEPTANCE OF PRODUCTS
The place of final inspection and acceptance for Products shall be at MERIT's principal facility, scheduled in advance, during normal
working hours. The successful completion of MERIT's principal test procedures and diagnostic test programs performed
at MERIT's principal plant on the Products shall constitute BUYER's acceptance of the Products. If the buyer does not perform the
acceptance at MERIT's principal plant, MERIT shall deliver the Products only after written confirmations from the buyer that the Products
meet all requirements in the Factory Test. Then, the Products are considered as accepted by the Buyer.
8. MINIMUM LEAD TIME
8.1 Component, Module, and Hardware Only – Orders are typically ready for delivery sixty (60) days after receipt of order. Any order
accepted by MERIT with delivery requirements of less than 60 days may be subject to an expedite fee as indicated.
Shipment Date Expedite Charge

Between 15 and 30 days from receipt of order 10% of net invoice price

Less than 15 days from receipt of order 20% of net invoice price
8.2 Project Orders with Engineering and/or Integration Content - Depending on such factors as order size, configuration, engineering
and/or integration content, project orders are typically ready for delivery ninety (90) days after receipt of order. Any systems order accepted
by MERIT with delivery requirements of less than 90 days may be subject to an expedite fee as indicated.
Shipment Date Expedite Charge

Between 60 and 90 days from receipt of order 10% of net invoice price

Between 30 and 59 days from receipt of order 20% of net invoice price

Less than 30 days from receipt of order 30% of net invoice price

9. CHANGES
9.1 In general, the Buyer may, from time to time during the period of performance of an order, by written notice issued by the Buyer,
request changes to the order, including changes to the Specifications, method of shipping and packing, and time or place of delivery. If
any such change request causes an increase or decrease in the cost of, or in the time required for the performance of the work under the
order, the Parties shall negotiate an equitable adjustment in the price, delivery date, or both and in other such provisions as may be
affected. The order will be modified accordingly prior to MERIT being obligated to implement the change request. Failure to reach
agreement on an equitable adjustment shall be resolved under the provisions of Arbitration. Changes in any other provision of this
contract, including time of delivery, or addition or deletion of work etc., may be made only by mutual agreement of the parties.
9.2 However, changes to an accepted purchase order containing hardware for modules, components, configured systems or the like will
be subject to the following charges:
Date receipt of Notice Applicable Charge

Between 30 and 60 days before the 1) Changes to delete items will incur a restocking fee of 10% of the
scheduled shipment date amount deleted.
2) Changes to add items will incur an expedite fee of 10% of the net
amount added.

Less than 30 days before the scheduled 1) Changes to delete items will incur a restocking fee of 20% of the
shipment date amount deleted.
2) Changes to add items will incur an expedite fee of 20% of the net
amount added.

After shipment of hardware Return of any items will incur a restocking fee of 35% of the value of
the items returned.

10. CANCELLATION
Cancellation of an accepted order will be subject to charges for the burdened costs expended plus applicable profit by MERIT prior to
cancellation, including but not limited to hardware purchases, systems design, planning, drawings, program translation, and
documentation as well as program closeout costs. Cancellation charges for locally fabricated equipment will incur a 100% cancellation
fee after such item is manufactured or produced, or on a percentage of completion basis, as applicable. The minimum cancellation fee
will be 25% of the net order value.

11. WARRANTY
11.1 MERIT warrants Refrigerated products against defects in materials and workmanship under normal use and service for 12 (Twelve)
months from the date of shipment from MERIT 'sprincipal facility or twelve (12) months from system startup, whichever is shorter. In case
of failure, MERIT liability shall be limited to furnishing, but not installing, necessary repair parts or, at the option of MERIT, to repairing
the defective Product at its plant, providing the equipment is returned at BUYER's expense. MERIT will pay the freight costs associated
with returning the Products to the BUYER. The warranty period for a repaired or replacement Product is thirty(30) days or the balance of
the term of the original warranty period, whichever is longer. MERIT makes no other warranties, expressed or implied, with respect to its
Products and further disclaims any other such warranties, including any warranty of merchantability or fitness for a particular purpose. In
no event shall MERIT be liable for incidental or consequential damages or for the loss of profit, revenue or data even if it has been advised
of the possibility of such damages. The sole obligation and liability of MERIT shall be to repair and/or replace, at the discretion of MERIT,
defective Products or parts thereof returned to the service facility of MERIT's principal following written notice of the defect given
by BUYER during the warranty period and within thirty (30) days of discovery thereof.

11.2 The warranty contained in this Section shall be void and of no effect or validity unless BUYER has complied with the following
conditions:

(a) BUYER has installed the Products in accordance MERIT's principal installation specifications, has used the Products in accordance
with MERIT's principal technical documentation and has performed maintenance and inspections as prescribed in MERIT's
principal maintenance schedule and service manual, including prompt replacement or repair of defective parts.

(b) The Products, or parts thereof, have not been subjected to any misuse, alteration, neglect or accident and have not been repaired by
any person other than by an employee or an authorized representative of MERIT.
11.3 All services provided by MERIT, including repairs and installations, are warranted free of defects in workmanship for a period of
ninety (30) days from the date of service. In case of failure, MERIT liability shall be limited to furnishing the necessary materials and labor
to replace or repair only those parts supplied by MERIT. The BUYER shall pay all travel expenses incurred by MERIT as a result of this
work.
11.4 During the warranty period, MERIT shall pay all labor costs of repairing or replacing any defective or non-complying Product;
provided, however, that BUYER shall pay MERIT for all actual labor costs incurred, including travel and living expenses, if any,
should MERIT determine that a Product which MERIT has been requested to repair or replace under the warranties herein has failed to
operate as warranted due solely to BUYER's actions or due to BUYER's failure to properly operate the Product.
11.5 Optional Extended Warranty provides the same coverage as the Standard Warranty.
12. RETURNED EQUIPMENT
12.1 Returns For Repair
1. Any Product to be returned to MERIT's principal for repair, upgrade, or exchange must have a Returned Material Authorization
("RMA") number assigned before shipment to MERIT or it's principal. The RMA number must be referenced on all documents
accompanying the returned Product, as well as any subsequent associated documentation, and prominently displayed on the outside
of the shipping container.
2. Products that are no longer under warranty due to expiration of the warranty period or due to misapplication or misuse will be repaired
or replaced at the option of MERIT. All costs associated with the shipment of out-of-warranty Products to MERIT or it's principal and
the reshipment of repaired or replacement Products to BUYER shall be borne by BUYER. The cost of repair or replacement of out-
of-warranty Products shall be at least fifty percent (50%) of MERIT's principal then-current list price for those Products. It
is MERIT's policy to ship repaired or replacement Products within ten (10) working days of receipt of the out-of-warranty Products at
MERIT or MERIT's principal factory.
3.
i. In emergency situations, BUYER may request that a replacement Product be shipped to BUYER before return of a defective
Product to MERIT or its principal. MERIT will make every reasonable effort to comply with such "Ship Ahead" requests. In the
event MERIT or its principal ships the replacement Product before receipt of the defective Product, in addition to the standard
repair charge noted in the paragraph above; an expedite fee of PHP 5,000.00 or 5% will be charged, which will include the cost
of overnight shipment to BUYER.
ii. It is BUYER's obligation to ship the defective Product to MERIT or MERIT's principal immediately upon receipt of the Ship-Ahead
Product. If BUYER does not ship the defective Product to MERIT or it's principal within 15 days of receipt of the Ship Ahead
Product, BUYER agrees to pay full list price for the Ship Ahead Product and will be invoiced as such by MERIT.
iii. Upon receipt of the defective Product, MERIT or its principal may elect to consider the Ship-Ahead Product as a replacement for
the defective Product.
12.2 Returns For Credit
1. Any Product to be returned to MERIT for credit must have a Returned Material Authorization (RMA) number assigned before shipment
to MERIT. The RMA number must be referenced on all documents accompanying the returned Product as well as any subsequent
associated documentation, and prominently displayed on the outside of the shipping container.
2. A Product may only be returned for credit if the equipment is unused and is in the original shipping container and the return occurs
less than one year from original date of shipment by MERIT.
3. The restocking charge for all returns is a non-discountable 35% of the list price of the equipment returned.
12.3 Engineering Integrated Content
The engineering Integrated content of the order may not be returned after delivery. These items include but are not limited to all
deliverables, which are not manufactured by MERIT and its principal.
13. UNAUTHORIZED MODIFICATION OF PRODUCTS
In the event BUYER or any of its employees, agents, or any other independent contractors makes or causes any modification or
enhancement to any Product that is not approved by MERIT and its principal, BUYER agrees to protect, defend, indemnify, and
hold MERIT and its principal harmless from all sums, costs, expenses, including attorneys' fees that MERIT and its principal may incur
as a result of any liability caused by such modification or enhancement.
14. ASSIGNMENT
Neither party shall assign, pledge or in any way transfer its rights, obligations or duties related to this agreement or any order entered into
under this agreement, either in whole or in part, without the prior written consent of the other party, which will not be unreasonably
withheld.
15. EXPORTS
In the event that BUYER intends to export or deliver all or any portion of the Products outside the Philippines to a country in which an
export license would be required, BUYER agrees to notify MERIT of its intent to do so and agrees to obtain all necessary export licenses
and clearances with respect to such delivery. BUYER agrees to indemnify MERIT for all costs, damages, and expenses due to the failure
to comply with this Section. BUYER also agrees to comply with all applicable export control laws and regulations of the United States and
any other country having proper jurisdiction and shall obtain all necessary export licenses in connection with any subsequent export, re-
export, transfer and use of all Products, documentation and technology provided under this agreement.
17. CONFIDENTIAL INFORMATION
MERIT and BUYER will maintain in confidence and not disclose, reproduce, or copy materials, documentation, or specifications that are
provided to either party and marked as "confidential" or "proprietary" or with some other similar designation. Subject to any existing
agreement between MERIT and BUYER, proprietary or confidential information obtained upon either party's visit to the other's plant or
otherwise obtained from the disclosing party shall be retained as confidential and not disclosed to any third party without the written
consent of the disclosing party. MERIT retains all rights in any invention, improvement, discovery, or patent it conceives relating to any
or all of the Products.
18. INTELLECTUAL PROPERTY RIGHTS
No rights in any intellectual property residing in the Products or any data ("Product Data") furnished with the Products are granted
hereunder. BUYER shall have no right to copy, reproduce in whole, or in part any Product Data without the prior written consent of MERIT
and its principal.
19. FORCE MAJEURE
MERIT shall not be liable for delay in delivery or performance, or for non-delivery or non-performance or failure to manufacture, in whole
or in part, caused by the occurrence of any contingency beyond the control of MERIT or it's suppliers, including, without limitation, war
(whether an actual declaration thereof is made or not), sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of public
enemy, failure or delay in transportation, act of any government or agency or subdivision thereof, judicial action, labor dispute, fire,
accident, explosion, epidemic, quarantine, restriction, storm, flood, earthquake or other act of God, shortage of labor, fuel, raw materials,
components, services, facilities, vehicles or machinery, delays of suppliers or technical failure against which MERIT has exercised
ordinary care. If any such contingency occurs, MERIT may allocate production and deliveries among MERIT's customers, and the date
of delivery or performance shall be extended for a period of time equal to the time loss caused by such contingency.
20. ARBITRATION
Should a matter arise which cannot be settled by the parties to their mutual satisfaction, then and only then should this matter be subject
to resolution under arbitration. The parties agree that any such arbitration shall be conducted in the country and state of the Product point
of manufacture under the laws of such place. In any such arbitration, each party shall bear its own costs and attorney's fees and the
parties shall share equally the fees and expenses of the arbitrator.
21. APPLICABLE LAW
This agreement is made and shall be governed by, construed, and enforced in accordance with the laws of the country or state of the
Product(s) manufacture.

Client Information

Name:_____________________________ Contact #:______________________________ Tel#_____________________

Place of Purchase: ______________________________________ Agent:__________________________________

I have read and Understood the terms and Conditions stated herein, and hereby affix my signature as to
conform to the details stated above.

(Printed Name and Signature) (Date)