Interpretation

Company; Vasacrafts Company Inc. Buyer; the person, firm or company who purchases the goods from the company. Goods; any goods agreed in the contract to be supplied to the Buyer by the Company (Including any part or parts of them). As defined in the pro-forma invoice (PFI) issued upon accepting the order by the Company. Delivery date; the estimated date inserted on the Acknowledgement of Order. Delivery point; the place where delivery of the Goods is to take place under the delivery conditions. VAT; value added tax chargeable under Philippine Law for the time being and any similar additional tax TIN; tax identification number to be supplied in addition to required information upon placing an order with the company for local deliveries within the Philippines. Business day; any day (other then Saturday and Sunday) when banks are usually open for business in the Philippines. Acknowledgement of Order; the acknowledgement of order from the company in form of PFI or order confirmation. Mail; Communication in the forms of Email, Fax or Letter.

Ordering

Purchase orders must be in writing and must provide complete address, phone and fax numbers for both billing and shipping purposes. Orders will not be entered into production until the Company has received all the signed Acknowledgement of Order and the deposit. Please Mail and adress all orders and deposit directly to the Company at specified address and bank details in the Acknowledgement of Order.

All purchase orders or confirmation of quotations will be accepted and acknowledged by the Company upon issuance of Acknowledgement of order.

The Buyer is responsible for checking the Acknowledgement of order and verify that all the information is correct. Any changes must be made in writing within 48 hours from receipt of the Acknowledgement of order otherwise the order will be produced according to this document.

The estimated shipping date will be outlined in the Acknowledgement of order and is subject to change depending on but not limited to deposit receipt, Buyer delay in communication or approval of drawings, delay in receiving Customer own materials (COM). The Company will issue written notifications if the shipping date is compromised.

Due to the nature of custom goods design and fabrication delivery dates are projected and might change. The Company will notify the Buyer once a delivery date is subject to change.

Prices and Terms

All prices and quotations are FOB CEBU and in US$ unless otherwise expressively written. Prices does not include additional packaging and crating charges, in-transit insurance, storage charges, importation duties or any taxes of any kind. All prices given in quotations or such are valid 30 days from the date of the quotation.

Terms for all orders require a 50% deposit. The balance is due upon completion of the order prior to shipment/delivery. Orders will not be entered into production unless the deposit is paid and received.

The Buyer shall pay any bank charges or wire fees in relation to sending the wire to the Company and the Company shall pay any bank charges or wire fees in relation to receive the wire.

All payments shall be made through International wire in USD or by bank check in PHP.

The Company reserves the right to change prices without notice, prior to the Acknowledgement of order. The company reserves the rights to choose to whom it sells its Goods. Our prices/quotations and price lists are not meant for use by the general public; they are intended for use solely by the Buyer.

Quotations

Binding quotations can only be made by the Company and must be on the Company's letterhead. No Agent, representative, or salesperson is authorized to change prices, discounts, terms or conditions of sale outside of the binding quotation.

Designs and Patents

The Company acts as a manufacturing and R&D Facility. It is the Buyers obligation to follow and identify any patents which the Buyers designs might infringe on. The Buyer takes responsibility and indemnify's the Company for any claims or lawsuit's arising from the Company producing a specific model which would infringe on such patents.

Any original designs made in the Company for the Buyer shall be the Buyers property. The Company will not reproduce original designs made by the Buyer to any other of its clients.

The Company's original designs is supplied to the Buyer for its convenience, the Buyer can not claim or patent any designs given to them by the Company. The Buyer also can not claim exclusivity for those designs.

Cancellation

The Company acceptance of an order is final and binding, and orders are not subject to cancellation by the customer. If the Company in its sole discretion, agrees to an order cancellation, a cancellation charge to the amount of, but not limited to 30% of the total order value will be charged to the Buyer.

Standard packaging/crating

All goods are packed for re-shippability. Standard packaging is included in our pricing. For requests of additional packaging such as crating for LCL or Air freights, additional charges will incur and reflect in the final billing.

Shipping

All orders and prices are FOB CEBU at all times if nothing else is stated. FOB stands for FREIGHT ON BOARD. Which means that all local charges until the freight is on board the means of transportation to the destination from the port of CEBU. This means that the responsibility of the shipment from the port of CEBU til the delivery at the Buyer is the Buyers responsibility. Insurance is not included in FOB and has to be purchased from the forwarder of the Buyers choice.

Upon delivery all products must be inspected immediately for correct quantity and freight damage (Including concealed damages). Damages or shortage claims must be filed by the Buyer to the freight forwarder used in the shipping within 48 hours of receipt. Failure to file timely claims may cause the freight carrier to deny the claim.

All orders are shipped fully paid as per the terms of purchase from the Company. Full payment are required before items are shipped or delivered to the Buyer. All delivery dates are approximate the Company cannot guarantee the arrival time of any shipment.

Claims/Freight

damage All products is shipped from our warehouse in good condition. The Company's liability ceases at that time. If a shipment is received damaged we recommend as stated under the Shipping section to immediately file a claim with the freight forwarder. When receiving items or goods from a forwarder, please remove any packaging material and inspect the product for freight damage before signing any paperwork.

Storage

Orders will be shipped when completed. If payment is not received within fourteen (14) calendar days from available ship date, the Company reserves the right to transfer the goods to a storage facility, with the cost of transfer and storage to be charges to the Buyers account until such a time that the customer ship the goods. Storage fee amounts to but not limited to 25 US$/CBM Weekly up to a maximum of 60 days. After 60 days the goods is considered forfeit by the Buyer and the Company reserves the right to dispose of the goods in whatever way it deems fitting.

Returns

No items nor parts of items can be returned to the Company without written consent from the account manager.

Repair

Charges Should any repairs due to factory defects be required, repair charges must be authorized in writing by the Company.

Warranty and Limitations of Liability

The Company's products are warranted against all defects in materials and workmanship for ONE year from the date of delivery to the Delivery point.

This warranty does not apply to damage resulting from accident, freight damage, misuse, negligence, abuse or normal wear and tear. Correct product specifications for a particular application is the responsibility of the Buyer.

This warranty does not extend to customers own material (COM) fabric, leather, or other COM materials.

The repair, replacement, or prorated rebate of the full purchase price constitutes the full liability of the Company and is the sale remedy of the Buyer. The Company assumes no liability for commercial loss or and consequential damages that may arise as a result of any product defect, fault, or delay. It is understood that these limitations of remedy and liability are part of the terms and conditions of the purchase of the Company's products, and by placing an order, the Buyer accepts these terms, conditions and limitations.

This constitutes the entire warranty and is in place of and in lieu of all other warranties of every kind whether implied or expressed.

Wood and metal finishes

All finishes will be approved by the Buyer prior to production. The Buyer can in a written request ask the Company to send physical samples for approval, this is standard procedure for new developed finishes. Standard plain wood swatches will be used. If alternative swatches is requested additional charges will occur.

The Company cannot be held responsible for minor variations in color or finish on wood due to the natural characteristics of the wood. No absolute match is implied or guaranteed.

The direction of the grain may vary by the product design or component, and joints may be visible.

Customer's Own Materials (COM)

COM refers to any materials, fabrics, fittings etc that has been sent to the Company to be a part of a or several products.

In relation to fabrics, All yardages given from the Company is based upon 54" wide, plain, non-directional fabric/materials. The Buyer needs to give sufficient information regarding the fabrics in order to get an accurate estimation of the yardage allocation for an item.

All COM will be cut and applied at the Companies discretion, as it comes off the roll. Any special upholstery instructions must be included, in writing, together with the order. Fabrics should be identified as requiring either vertical or horizontal application, and the correct side and direction. The Company cannot be held responsible for the receipt of defective fabrics/materials. However upon receipt the Company will inspect the goods and inform the Buyer in writing within 5 days of receipt if any defects on the fabrics/materials is present.

COM should be shipped freight prepaid to our facilities. It should be clearly tagged with our order number, item number, description and qty, to permit for proper identification. The Company is not responsible for any delays caused by untagged or late COM.

Any additional COM that is unused for the items will be sent back to the Buyer together with the items.

PEZA COM shipping instructions

The Company is located within PEZA (Philippine economic zone authorities). Special instructions and labeling is required.

Prior to shipping the fabrics the Official receipt/sales invoice of the fabrics has to be sent to us in Advance, this can be sent to the account holders email address. The processing of the import of the fabrics will take 1-2 days.

Once the import has been approved we will notify you to go ahead with the shipment. Do not ship any COM until you have received such an confirmation from the Company.

Pursuant to PEZA Rules and regulations on markings & labeling, all imported COMs destined for the Company shall be clearly marked in bold letters indicating the following:

DESTINED FOR: VASACRAFTS COMPANY INC. Mactan economic zone II – Special economic zone Lot 6-A, Block 7 Masskara Street, SEPZ MEPZ2 Barangay Basak, Lapu-Lapu City 6015 Cebu, Philippines Contact Name: Trixia Queen Marie Francisco Contact Number: 032 233 1562

The Company is not liable for delays or loss caused for inadequate shipping labeling on the shipped COM's.

Failure to follow the procedure of the PEZA shipping instructions when sending COM might incur in additional charges upon import. The company reserves the right to charge the Buyer these and any charges related to importation upon failure of correctly process the shipment.

Glides

All chairs and case goods include plastic standard glides. If other glides are required such must be specified together with the order.

Separability/Survival

If any term or provision of these Terms and Conditions is hereafter determined to be illegal or invalid by any court of competent jurisdiction, the remainder of these Terms and Conditions shall not be affected thereby and shall continue in force notwithstanding such illegal provision or provisions. Any illegal or invalid provision of these Terms and Conditions shall be replaced by a provision which is valid and legal and most nearly gives the effect to the original intent of the illegal or invalid provision.

Miscellaneous

These Terms and Conditions shall be governed by and constructed in accordance with the laws of the Philippines

All disputes between the parties as to the validity, execution, performance, interpretation or termination of these Terms and Conditions will be submitted to the exclusive jurisdiction of the Courts of Mandaue City.