SILKROAD EXCLUSIVE INC STANDARD TERMS AND CONDITIONS (V3.3)

1) DELIVERY: Silkroad Exclusive Inc. (the "Seller") will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including but not limited to, liability for Seller's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatsoever. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.

2) SHIPMENTS: All orders shall be F.O.B. Origin, with risk of loss transferring to Buyer upon transfer of the goods to a common carrier, Buyer or Buyer's Representative. Seller cannot be held responsible for any shipment damage and/or shortage that occur in transit. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. If Buyer or its consignee causes or requests a shipment delay, additional wait time or additional services, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage fee and all other additional costs and risks shall be borne solely by Buyer. Any such incurred fee will be automatically charged to Buyer.

2.1) SHIPMENT CLAIMS: Claims for products damaged or lost in transit should be made by Buyer to the carrier, where Buyer arranged for shipment, and by Buyer to Seller, where Seller arranged for shipment. Upon receipt of such claim from Buyer, Seller will assist, to the best of its ability, to file a claim with the carrier and pass on any claim settlement back to the Buyer upon receipt. If Buyer wants a replacement, a new purchase order shall be submitted and the Buyer is financially responsible for the entire payment of that new order. Seller should never be responsible for the cost of a replacement or the freight incurred in the event of damage and/or shortage that occur in transit.

All shipment claims are subject to carrier's approval. Buyer is responsible to instruct its consignee to comply with carrier regulations, including but not limited to these instructions at the time of delivery in the purpose of protecting Buyer and its consignee in case of damage/ shortage that occur in transit.
1. Inspect the shipment carton(s) immediately upon arrival while the carrier is still on site
2. Inspect the actual products in case of damages found on carton(s)
3. Make notation of any shortage, any minor or major imperfection of the packaging, any product damage and any delivery/inspection problem on the delivery document (driver's copy) before signing. Otherwise, any problem reported afterward may be voided or reduce the liability of carrier by 70% or more
4. Provide description of the damage/shortage and supporting photos within 24 hours of delivery
5. Retain all original packaging in case of any damages until further notice
In the event that any of these instructions are not followed, claim process would be delayed and possibly be denied by carrier. If Buyer or consignee waives the delivery signature requirement, Buyer will assume all risks and any liability will be released from both carrier and Seller.

3) INSPECTION AND ACCEPTANCE: Within 7 calendar days of delivery, Buyer shall report in writing with description of any problem and supporting photos that the products are non-conformed and/or rejected, whether due to damage, shortages, not shipped as ordered, missing parts or otherwise. Any carrier related problem, at Seller's discretion, will be treated as carrier claim, as defined in Section 2, and subject to carrier's approval. After such 7-day period, Buyers shall be deemed to have irrevocably accepted any products not previously rejected or accepted by Seller. Any attempt to use a non-conformed product will be deemed as an acceptance. After acceptance, Buyer shall have no right to charge back to Seller or reject the products for any reason whatsoever or to revoke acceptance. Buyer hereby agrees that such 7-day period is reasonable amounts of time for such inspection, acceptance or rejection.

4) CANCELLATION: Buyer may request to cancel an order in writing that has not been shipped. Seller will either confirm the cancellation or stating that the order has already been shipped, and therefore it cannot be cancelled. Buyer hereby agrees to be responsible for any delivery refusal of non-damaged products, as defined in Section 5. A delivery refusal may also result in the damage or loss of the product on its way back, which would void any possibility of a refund.

5) RETURNS: All returns must have Seller's prior written consent. Returns must be within 30 calendar days of delivery in new condition (un-damaged, un-used, un-installed) and in original packaging for a refund. Buyer shall pay a restocking fee equal to 20% of the purchase price plus all shipping related cost. Shipping costs, handling fees and duty & taxes are non-refundable. If, at Seller's sole discretion, shipping cost is deemed refundable, Buyer shall pay a processing fee equal to 20% of the shipping cost. Specially fabricated or ordered items may not be cancelled or returned, and no refund will be made. Merchandise alleged to be defective in workmanship or material will be subject to the Seller's inspection and warranty. In the event that any return is found damaged, Seller will inform Buyer that the item was received damaged and will hold the product for up to 14 calendar days. It is Buyer's responsibility to file a claim with the shipping carrier and pick up the damaged item from Seller within the 14 days. Otherwise, the item will be donated or destroyed. Any unauthorized return will not be refunded and storage fee will be charged at $25 per calendar day.

6) REFUNDS AND CREDITS: At Seller's discretion, refunds are issued either back to the original form of payment or as store credit. Any store credit issued by Seller to Buyer for any reason must be used within two (2) years from the date that the credit was issued and may only be used for future purchases of products. Any credit or portion thereof not used within the two (2) year period will automatically expire.

7) PRICING AND TAXES: All quoted prices are valid for the period in the quote. All other prices are subject to change with or without notice. Prices do not include any taxes or duties. The amount of any sales tax, excise tax or other taxes, if any, applicable to the products shall be paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the local taxing authorities. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to Seller upon demand.

8) PAYMENT AND SECURITY INTEREST: Buyer agrees to pay for the products according to the Seller's payment terms. In the event Buyer fails to make any payment to Seller when due, Buyer's entire account(s) with Seller shall become immediately due and payable without notice or demand. All past due amounts shall be charged interest at the rate of 18% per annum or the maximum rate allowed by law, which ever is less. Buyer does hereby grant Seller a purchase money security interest in the products until such time as Seller is fully paid. Buyer will assist Seller in taking the necessary action to perfect and protect Seller's security interest. No products furnished by the Seller shall become a fixture by reason of being attached to real estate.

9) CHANGES: Seller reserves the right, at any time, to modify these Terms. Any such modification will be effective immediately upon public posting. Placing any purchase order following any such changes constitutes Buyer's agreement to follow and be bound by the Terms as revised. The revised Terms supersede all previous versions or statements. Any change to the Terms will be indicated by an updated the version number of the Terms.

10) DEFAULT OF BUYER AND REMEDIES: The following shall constitute defaults by Buyer: (a) the failure of Buyer to perform any term or condition contained herein; (b) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (c) failure to pay any amount due and owing to Seller as and when due; (d) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a justified demand by Seller; or (e) if Seller believes that Buyer's prospect of performance under this Agreement is impaired. Upon default by Buyer, Seller shall have the right to immediately accelerate any and all unpaid of purchase price under this Purchase Order or in connection with Buyers account with Seller. Seller in its discretion shall also have the right to cancel any unexecuted portion of this Purchase Order, while retaining the right to receive its profit on the entire Purchase Order. Buyer shall reimburse Seller, all attorneys' fees, costs and expenses incurred by Seller in connection therewith. All rights and remedies of Seller herein are in addition to any other right or remedies available to Seller in law or in equity.

11) LIMITED WARRANTY (For USA only): If a Silkroad Exclusive product is found to be defective in materials or workmanship after inspection by an authorized representative of Seller, the part or product will be repaired or returned for a replacement or a refund will be issued for all defective or missing part(s) or item(s) as a result of manufacturing defects, at Seller's sole discretion. This limited warranty is for a period of ninety (90) days from the date of purchase. This limited warranty applies only to the original installation and to the original purchaser in the United States of America, and is not transferable by the original purchaser. Upon the transfer of the product by the original purchaser to a third party, all warranties terminate. In the event of a limited warranty claim, proof of purchase will be required. The Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. Seller makes no representation that the products or services will conform to any federal, state or local laws or ordinances, regulations, codes or standards. This limited warranty is voided if the product has been moved from its initial place of installation; if it has been subjected to faulty maintenance, abuse, misuse, accident or other damage; if it was not installed properly; if it was modified or altered in any way. Silkroad Exclusive Inc maximum limit of liability under the limited warranty shall be the actual cash value of the product, excluding shipping and handling, at the time the buyer returns the product for repair, which determined by the price paid by the buyer for the product less a reasonable amount of usage. The Sellers option to repair or exchange the product under this limited warranty does not cover any labor or other costs of removal or installation. The Seller shall not be liable for any labor or other costs or be responsible for damages to or replacement of substrate to which this product has been attached or for the cost of repair or replacement of any installation materials, including but not limited to, tiles, faucets, etc. This limited warranty does not cover (i) any liability for incidental, special, consequential, indirect or liquidated damages attributable to a product defect or to the repair or exchange of a defective product, all of which are expressly excluded from this limited warranty, and hereby expressly disclaimed; or (ii) any implied warranties including those of merchantability or fitness for a particular or intended purpose; or (iii) the extension beyond the duration of this limited warranty of any implied limited warranties, including those of merchantability or fitness for an intended purpose. If a product is defective or damaged in any way before or during installation, do not install it. Only approved cleaning materials shall be used with this product, and failure to use approved cleaning materials shall void this warranty. This warranty does not apply to, and there shall be no manufacturer liability for, defective installation work or any defective work done by any other individual or entity, nor does it apply to. SELLER IS PROVIDING THIS WARRANTY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some states/provinces do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of special, incidental or consequential damages, so these limitations and exclusions may not apply to you. This warranty gives you specific legal rights. You may also have other rights which vary from state/province to state/province.

12) TECHNICAL ADVICE: At Buyer's request, Seller or its representative may furnish technical assistance, advice and information with respect to the products at Buyer's risk. It is expressly agreed that Seller is under no obligation to provide such assistance or information and that any assistance or information is provided \"AS IS\" and without any warranty of any kind. It is the responsibility of Buyer to determine if such advice is suitable. Seller will not be liable to Buyer for any technical assistance or in formation related to the products given by Seller or any suggestions by Seller regarding the use, selection, application or suitability of products.

13) INDEMNIFICATION: Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and its agents and employees from and against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, reasonable attorney's fees and costs) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

14) CONTROLLING PROVISIONS: No terms and conditions other than the terms and conditions contained herein shall be binding upon Seller unless accepted by it in a writing signed by the Seller's CEO. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's Purchase Order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on Seller, whether or not they would materially alter this document, and Seller hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and buyer accepts the Product. This transaction shall be governed in all respects by the laws of the State of California (excluding choice of law provisions). All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against Seller, within the applicable statutory period, but in no event more than ONE (1) YEAR from actual or constructive notice of the claim. Seller and Buyer agree that San Joaquin County Superior Court in or for Stockton, California shall have exclusive jurisdiction of all disputes.

15) SEVERABILITY: These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from. Buyer shall not be entitled to set-off any amounts due against Seller. This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Seller's CEO. All transactions shall be governed solely by the terms and conditions contained herein.