DESIGN APPROVAL

It is the customer's responsibility to validate the design by testing the prototype in accordance with real life production conditions. If the prototype is acceptable as tendered, the customer must submit written approval of the prototype to TPS. If the prototype is not acceptable, the customer must submit a detailed explanation of reasons the prototype has been rejected. Once the prototype has been confirmed and if there are no additional changes to the proposed design or any other conditions of the prototype, the quoted price will be finalized and confirmed.

Any design change after prototype approval or (pre-) production delivery, will result in a review of the quoted price, which could result in additional charges, and a potential delay in delivery. A separate, written agreement shall be reached between the Parties on any proposed changes before a new delivery time will be confirmed.

TPS is not responsible for any delays resulting from an unapproved prototype or design changes after prototype approval.

The Quote is based on 1 shipment or on a shipment per full truck. Additional or partial shipments will result in a premium charge determined at the time of the request

TOTAL PACKAGING SOLUTIONS' GENERAL SALES CONDITIONS

TPS and Purchaser (collectively, the 'Parties') hereby agree that any such Purchase Order or transaction among the Parties is subject to the following terms and conditions:

1. Delivery

Unless otherwise stipulated by the Parties, delivery dates provided by TPS are not guaranteed dates, but are estimates. . Any delay in execution and/or delivery does not give the Purchaser any right to recourse for liability against TPS or the right to cancel this Agreement or any Purchase Order or related agreement entered between the Parties; Purchaser is obligated to take delivery of the goods specified in the Purchase Order within eight calendar days of notification via e-mail, fax or telephone of its availability. Any failure by Purchaser to take delivery of goods may subject Purchaser to charges by TPS for any damage, including storage costs, suffered by TPS as a result of late receipt in TPS' possession.

2. Transportation

Delivery by TPS shall always occur in TPS’ warehouse. Risk of loss shall pass from TPS to Purchaser at TPS’ warehouse once TPS notifies Purchaser that the goods are available to Purchaser. Goods shall be transported at Purchaser's sole risk and cost. All quotations for shipping are based on full truck shipments or complete orders. All deviations from this policy at the request of Purchaser may be subject to additional charges by TPS.

3. Price

All prices are FOB TPS’ warehouse, exclusive of costs and taxes. TPS reserves the right to alter prices as a result of changes in tax or changes in any supplies or its prices, from the moment of ordering to delivery.

4. Payment

All invoice payments by Purchaser shall be due within 30 days from invoice date, in immediately available, freely transferable US funds at TPS’ office or to specified accounts in accordance with written instructions from TPS unless otherwise mutually agreed in writing by the Parties. If no payment has been received by the due date of the invoice the invoice shall be in default and the unpaid balance shall bear interest at the rate of 12% interest per annum until fully paid. Moreover, the Parties agree that in the event of such failure to pay, all other outstanding invoices issued to Purchaser by TPS, regardless of their due date, shall be accelerated and become immediately due and payable to TPS upon demand. In the event of any dispute as to the invoiced amount payable hereunder, Purchaser shall nevertheless make payment as herein stated, but such payment shall not result in a waiver of any of Purchaser's rights or remedies with respect to such disputed amount. Until payment has been made in full, the goods sold shall remain the property of TPS. TPS shall have no responsibility to cover or mitigate its damages in the event of Purchaser’s failure or refusal to take delivery of goods subject to this Purchase default in payment or refusal to take delivery. In the event Purchaser breaches this Agreement, including failure to make timely payment in accordance with this Agreement, TPS reserves the right to take any action to enforce this Agreement including exercising any and all remedies available to it under the Uniform Commercial Code and the laws of the State of Michigan.

5. Warranties

TPS makes no warranties of merchantability or fitness for a particular purpose as to any of its products except as provided herein. All TPS products and accessories are warrantied against defects in materials and workmanship for a period of 30 days from delivery. Purchaser’s exclusive remedy for any claims of defects in material or workmanship shall be the repair or replacement of the defective goods. TPS shall not be liable for consequential damages, loss of profits, personal injury or commercial loss arising out of or in any way connected with goods and accessories delivered under this Agreement. This warranty is in lieu of any other warranty, whether express or implied.

6. Cancellation of Orders

If Purchaser refuses to sign any credit documents required by TPS or fails to meet any of its contractual obligations to TPS under a Purchase Order or under these General Terms and Conditions, TPS reserves the right to cancel such Purchase Order and its obligations hereunder after serving notice of default which Purchaser fails to cure within ten (10) calendar days. Upon cancellation of such Purchase Order by TPS, Purchaser shall pay TPS the full price of any goods subject to a Purchase Order less the amount of any deposit paid by Purchaser with respect to such order.

7. Relationship between the Parties & Applicable Law

The Parties acknowledge and agree that each is an independent contractor and nothing herein shall be construed as creating any other relationship between the Parties. In the event of any dispute, controversy or difference arising under or in connection with this Agreement, the Parties agree that the exclusive venue and jurisdiction for the resolution by lawsuit or otherwise of any disputes shall be the Oakland County Circuit Court in the State of Michigan. The prevailing party in any action to enforce this Agreement shall be entitled to recover from the non-prevailing party any and all costs of enforcement, including reasonable attorney fees. Purchaser acknowledges and agrees that it has had adequate opportunity to seek the assistance of separate legal counsel prior to execution of this Agreement.

8. Intellectual Property & Amendments

Purchaser recognizes all intellectual property relating to packaging designs is the exclusive property of TPS and may not be copied, reproduced or used in any manner without TPS’ prior written consent. Purchaser agrees that it will not communicate or disclose the specifications of any packaging design to any person or entity, either directly or indirectly, under any circumstances outside the scope of this Agreement, or without TPS’s prior written consent.

9. Binding Effect; Amendment.

This Agreement may not be amended, altered, or modified, except by a written instrument signed by the Parties hereto, and may not otherwise be terminated except as provided herein. Purchaser may not assign its rights under this Agreement or under any Purchase Order without TPS’ prior written consent and any such purported assignment shall be void ab initio and of no force or effect.

10. Conditions Not Waived

TPS’ failure to enforce or declare a default or breach with respect to any particular term or condition of these General Terms and Conditions or any Purchase Order shall not constitute a waiver of TPS’ right to enforce, or be protected by, any term or condition of these General Terms and Conditions and those set forth in any Purchase Order.

11. Severability.

If any terms of this Agreement are determined to be invalid, illegal and/or unenforceable by any competent tribunal, all remaining terms of this Agreement and any related Purchase Order shall remain in full force and effect.