ORENZO USA TERMS and CONDITIONS

Order Subject to Acceptance

All orders are subject to acceptance by ORENZO USA.

Entire

Order Subject to Acceptance All orders are subject to acceptance by ORENZO USA.

Entire Agreement

Acceptance of orders is based on the express condition that you (“You” or “Buyer”) agree to all of the terms and conditions contained herein. Acceptance of Delivery by Buyer will constitute buyer’s assent to these terms and conditions. These terms and conditions represent the complete and exclusive agreement of the parties, and on terms or conditions in any way adding to, modifying or otherwise changing the provisions stated herein shall be binding upon ORENZO USA unless made in writing and signed and approved by an officer of ORENZO USA. These terms and conditions supersede any prior and/or contemporaneous agreements between buyer and ORENZO USA. No modification of any. Of these terms will be affected by ORENZO USA’S shipment of goods following receipt of buyer’s purchase order, shipping request or similar forms of contains printed terms and conditions conflicting or inconsistent with the terms herein. Prices and Terms Prices are subject to change without notice. All product prices are exclusive of other charges and freight charges. A minimum deposit of fifty percent (50%) of the purchase price is required to initiate order fulfillment. Orders for in stock products require payment in full at the time of order placement. All accounts shall be paid when invoiced. A service charge of the lesser of 1 1/2% per month or the maximum permissible rate will be added to all accounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, storage, taxes and service charges prior to shipping.

Cancellation of Orders

All goods are custom made to order specifications. Orders are not cancelable after TEN (10) working days, nor returnable. Changes in orders, returns or cancellations require prior written approval from ORENZO USA. Such orders will subject to change, cancellation or stocking fees of up to 50% of the net selling price.

Force Majeure

All quoted completion and delivery dates are estimates only and are subject to change by ORENZO USA upon notice to You. ORENZO USA shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond ORENZO USA’s reasonable control including, but not limited to, (a) government action, war, terrorism, riots, civil commotion, embargoes or martial laws,

(b) ORENZO USA’s inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of ORENZO USA or others, (e) fire, earthquake, storm, flood or other casualty or act of God, or (f) other contingencies of manufacture or shipment. In the event of any delay in ORENZO USA’s performance due in whole or in part to any cause beyond ORENZO’s reasonable control, ORENZO USA shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.

Taxes

All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.

Title/Risk of Loss

Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer’s. Any claim by Buyer against ORENZO USA or carrier for shortage or damage occurring prior to such delivery must be made in writing within forty-eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from ORENZO USA in the conditions claimed. All deliveries are subject to the accompanying Delivery & Return Policy, which is incorporated by reference and constitute a part of these terms and conditions.

Method of Shipment

ORENZO USA will arrange product shipments unless Buyer specifies shipment method. Any shipments returned to ORENZO USA as a result of Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by ORENZO USA INCLUDING STORAGE FEES. Warranty and Disclaimer Except as specified herein, ORENZO USA warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, dramatic temperature variation, abuse, neglect, mishandling or wear and tear resulting from normal use. Defective products will be replaced within the normal production time period required to reorder and manufacture the same product. Metal finishes are applied by hand and may vary in color, tone and character. While ORENZO USA will make every effort to match a finish, no guarantee can be made of an exact match. ORENZO USA does not guarantee finishes against fading and oxidizing.