CALASO USA, INC.
TERMS AND CONDITIONS OF SALE

The following Terms and Conditions of Sale (“Terms and Conditions”) govern the sale of products, including, but not limited to glass and accessories (collectively, “Products”) by Calaso USA, Inc. (“Calaso USA”) to a customer (referred to herein as “Buyer”) and shall constitute a binding agreement between Calaso USA and Buyer. An acceptance of a sales order by Calaso USA is expressly conditioned on Buyer’s assent to these Terms and Conditions, and Buyer’s placement of a sales order with Calaso USA shall be deemed an express acceptance hereof. No changes to, waiver of, or addition to these Terms and Conditions shall be effective unless agreed to in a writing signed by Calaso USA. No course of prior dealings between the parties shall be relevant to supplement or explain any term used in these Terms and Conditions. These Terms and Conditions shall apply to all of Buyer’s purchases and resale of the Products, unless otherwise expressly modified by Calaso USA in writing. These Terms and Conditions may be modified by Calaso USA, at any time, for any reason. In the event these Terms and Conditions are updated, altered or modified, Calaso USA will provide you with the revised Terms and Conditions within a reasonable timeframe thereafter.

1. QUOTATIONS AND PRICES. From time to time, Calaso USA may provide Buyer with a price quote for the Products. All price quotes provided by Calaso USA are non-binding on Calaso USA, do not constitute an offer to sell or a commitment by Calaso USA, and may be revoked by Calaso USA at any time prior to its acceptance of a sales order from Buyer. All quoted prices are in U.S. Dollars. Unless otherwise stated in writing by Calaso USA, all quoted prices shall be exclusive of shipping, handling, insurance, taxes, crating, palletizing, custom duties, and other charges related thereto, and Buyer shall be responsible for all such charges (or if the agreed delivery terms are not EXW, Buyer’s responsibility for such charges shall be in accordance with the applicable Incoterms® rule).


2. ORDER PLACEMENT. Buyer shall place sales orders with Calaso USA for the Products (i) in writing via email (by either submitting a purchase order or approving a Calaso USA sales quote) or (ii) via Calaso USA’s designated online reordering platform. Calaso USA will accept a sales order by sending you a written order confirmation via email. Calaso USA reserves the right to accept or reject any sales order placed by Buyer, in Calaso USA’s sole discretion, and may immediately discontinue its relationship with Buyer at any time, at Calaso USA’s sole and exclusive discretion.


3. CHANGES & CANCELLATIONS. Orders may not be cancelled, withdrawn or modified by Buyer without the prior written consent of Calaso USA, which consent may be conditioned or withheld by Calaso USA in its sole discretion. For any sales order with a scheduled shipment date more than thirty (30) days after the date of Calaso USA’s order confirmation with respect thereto, Calaso USA may adjust the price of the Products if it experiences a documented increase in its direct costs of production, materials, transportation, or other supply-chain inputs. Increases of up to ten percent (10%) over Calaso USA’s costs as of the date of the relevant order confirmation may be passed through to Buyer upon written notice (which may be via email). For cost increases in excess of ten percent (10%), Calaso USA shall provide written notice of the proposed adjustment (which notice may be via email), and Buyer shall have the right to reject the adjustment and cancel the affected sales order with respect to the relevant Products, without penalty, upon written notice to Calaso USA (which may be via email) within five (5) business days of receiving Calaso USA’s notice of price adjustment. Failure to cancel within such period shall constitute Buyer’s acceptance of the adjusted pricing.


4. PAYMENT TERMS. Unless otherwise agreed in writing by Calaso USA, Buyer shall pay to Calaso USA the complete purchase price of the Products, plus any applicable taxes, shipping and handling fees (if any), and other charges which are the responsibility of Buyer under these Terms and Conditions within fifteen (15) days of receipt of Calaso USA’s order confirmation. If payment in advance has been agreed, the Products will be reserved for a period of fifteen (15) days from receipt of the order confirmation, after which, if payment in full has not been received by Calaso USA, the Products will no longer be reserved and may be sold by Calaso USA to a third party. All payments made by Buyer shall be in U.S. dollars and may be tendered by bank transfer, credit card, check or e-check. Buyer shall bear the costs of any bank transfer. To the extent permitted by applicable law, payments made by credit card shall be subject to a credit card surcharge of three percent (3%), or such lower amount as may be required by applicable law. If applicable law does not permit a surcharge, no surcharge will be imposed. If Buyer fails to tender any payment due hereunder, Buyer shall pay monthly interest at the highest rate permitted by applicable law, and shall be responsible for all fees and costs, including, but not limited to, reasonable attorneys’ fees, incurred by Calaso USA in connection with the collection of such debt. In addition, in the event any payment is not received within ten (10) days of the due date therefor, Buyer shall pay a weekly late payment fee equal to the higher of (i) $150.00 or (ii) three percent (3%) of the total invoice amount, until the outstanding amount is paid in full. Buyer shall have no right to withhold or reduce any payments or to offset existing or future claims against any payments due for Products sold under these Terms and Conditions, and Buyer agrees to pay the amounts due hereunder without any deduction whether by way of set-off, counterclaim, discount, abatement and/or suspension or otherwise, regardless of any claimed offset which may be asserted by Buyer or on its behalf. Calaso USA may offset any amount it owes to Buyer against amounts owed by Buyer to Calaso USA hereunder.


5. PACKAGING, SHIPPING AND DELIVERY. Unless otherwise agreed by Calaso USA, the Products will be shipped EXW Calaso USA’s warehouse in Carson, CA or Secaucus, NJ, as indicated in the applicable order confirmation. Calaso USA reserves the right to make partial deliveries of Buyer’s order and furnish separate invoices for each partial order delivered, which Buyer shall pay notwithstanding that such delivery is in partial fulfillment of the quantity ordered. Buyer understands and agrees that all Shipment Dates (as hereinafter defined) provided for in an invoice or order confirmation are estimates only. Calaso USA shall make commercially reasonable efforts to meet such estimated Shipment Dates; provided, however, that Calaso USA shall not be liable for failure to meet an estimated Shipment Date or for any delay in delivery. As used herein, “Shipment Date” means the date on which Calaso USA makes the Products available for pickup at Calaso USA’s warehouse and the Products are ready for shipment, whether shipment is to be arranged by Calaso USA or by Buyer, as applicable depending on the parties’ agreed delivery terms. Buyer shall be responsible (and agrees to pay Calaso USA) for all costs and expenses incurred by Calaso USA as a result of Buyer’s failure to accept delivery of the Products within the timeframes specified by Calaso USA, including, but not limited to, demurrage charges and any transportation, insurance or warehousing related costs. In the event that Buyer fails to accept delivery of the Products within four (4) weeks of the date that the Products are made available to Buyer, Calaso USA shall have the right to retain all sums paid by Buyer and may dispose of the Products at Calaso USA’s discretion, including via resale, and Buyer shall have no further rights or title therein or thereto.


6. TITLE & RISK OF LOSS. Title to and risk of loss of the Products shall pass to Buyer upon the completion of Calaso USA’s delivery obligations hereunder.


7. SECURITY INTEREST. Buyer hereby grants to Calaso USA a security interest in all of Buyer’s right, title, and interest in and to the Products and all proceeds thereof as security for the payment of the purchase price of the Products, as well as any and all taxes, shipping, handling and other costs and expenses paid by Buyer to Calaso USA in connection with the purchase of the Products. Buyer acknowledges that the security interest granted under this provision is a purchase-money security interest under applicable law.


8. INSPECTION AND ACCEPTANCE; CLAIMS. Promptly upon the receipt of a shipment of Products, Buyer shall examine the shipment to determine whether the shipment conforms to the applicable invoice and/or whether any Product(s) included in the shipment are visibly defective or damaged. Claims of any quantity discrepancies, defect, damage or other non-conformity with the invoice (each, a “Delivery Defect”) must be submitted to Calaso USA in writing within ten (10) business days of Buyer’s receipt of the applicable Products (the “Notice Period”). In addition, if any shipments of Products visibly appear to have been damaged in transit, Buyer shall place an appropriate notation on the delivering carrier’s shipping documents. In the event that Buyer fails to notify Calaso USA in writing of any Delivery Defect which Buyer claims existed at the time of delivery within the Notice Period, Calaso USA shall be relieved from any liability related to the same. Calaso USA will investigate all proper and timely claims and inform Buyer of its findings. Buyer’s exclusive remedy for any Delivery Defect shall be limited, at Calaso USA’s sole option, to Calaso USA’s repair or replacement within a reasonable time of any non-conforming, damaged or defective Products or a refund of the purchase price of such Products within a reasonable time. Failure to make a claim in compliance with this Section shall constitute an irrevocable acceptance of the Products by Buyer. Notwithstanding anything to the contrary contained herein, the use by Buyer or by a Buyer authorized party of the Products is considered as final and unreserved acceptance thereof. Notwithstanding the foregoing, Buyer shall not be entitled to exercise its rights under this Section 8 if the Delivery Defect affects one percent (1%) or less of the total quantity of a particular Product ordered and delivered in a single order. The applicable percentage may vary with respect to decorated Products and will be governed by separate terms and conditions.


9. RETURNS. Except as provided herein, Calaso USA will accept a return of Products for a refund of the purchase price thereof, less original shipping, handling and other costs and expenses paid by Buyer in connection with the purchase of such Products, provided that (i) the Products have not been used, are not damaged, and are in the same condition in which they were delivered to Buyer, (ii) the Products are returned sealed in their original Calaso USA sealed packs (if applicable) and with any documentation included in the original package, and (iii) Buyer must initiate the return in writing via email to Calaso USA within fourteen (14) days of delivery of the applicable Products to Buyer. Buyer is responsible for all shipping and handling charges on returned Products and shall bear the risk of loss of such Products during shipment. Upon receipt, Calaso USA will inspect the Products to confirm compliance with the return conditions set forth herein. Calaso USA may reject any return that does not meet the return conditions set forth herein, as determined by Calaso USA in its sole and absolute discretion. Refunds will be processed within a reasonable time after Calaso USA’s receipt of the returned Products and will be credited back to the same payment method used to make the original purchase, less a restocking fee of fifteen percent (15%) of the purchase price of the returned Product. Sales of decorated Products are final, and such Products may not be returned or exchanged by Buyer without Calaso USA’s express prior written consent, which may be granted or withheld in its sole discretion.


10. PRODUCT CHANGES. Calaso USA reserves the right to modify or discontinue any Product or Product design and may update the applicable Product datasheet, at any time without notice to Buyer. It is Buyer’s responsibility to request the current datasheet for each Product in an order or lot if Buyer requires the most up-to-date Product information. Buyer further understands and acknowledges that, due to the manufacturing process, there may be minor deviations from stated measurements, weights, tolerances, compositions or colors or other de minimis deviations made to the composition or production of the Products, and that Buyer shall not have any right to cancel a sales order, reject or refuse to accept Products, withhold payment or demand any compensation as a result thereof.


11. PRODUCT INFORMATION. Buyer acknowledges and agrees that any information about the Products provided by Calaso USA, including, without limitation, drawings, illustrations, designs, measurements and/or descriptions created by Calaso USA (and/or its affiliates) (“Product Information”), including those set forth in Calaso USA catalogues, along with any other rights related thereto shall be and shall remain the sole and exclusive property of Calaso USA (and its affiliates). Buyer shall not be permitted to use any such Product Information for any reason, including in connection with the purchase or manufacture of products from or by anyone other than Calaso USA. Buyer further acknowledges and agrees that any and all Product Information created by Calaso USA is for informational purposes only. Calaso USA makes no representations or warranties regarding the accuracy or precision of Product Information and disclaims all liability for Buyer’s reliance thereon, or reliance thereon by Buyer’s agents or employees. Calaso USA shall not be liable for any damages or claims, including consequential damages, arising out of the inaccuracy or incompleteness of any Product Information.


12. DISCLAIMER OF WARRANTIES. EXCEPT WHERE PROHIBITED BY LAW, NEITHER CALASO USA NOR ANY PERSON ON CALASO USA’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, REGARDING THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY CALASO USA AND EACH OF ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. CALASO USA PERSONNEL ARE NOT AUTHORIZED TO ALTER THESE WARRANTY DISCLAIMERS. WITHOUT LIMITING THE FOREGOING, CALASO USA MAKES NO WARRANTY THAT THE PRODUCTS ARE SUITABLE FOR BUYER’S INTENDED USE OR FOR THE ITEMS OR MATERIALS WHICH BUYER INTENDS TO STORE, PACK OR PUT IN THE PRODUCTS, NOR DOES CALASO USA MAKE ANY WARRANTY REGARDING THE COMPATABILITY OF THE PRODUCTS WITH ANY GOODS NOT SUPPLIED BY CALASO, UNLESS OTHERWISE EXPRESSLY AGREED WITH CALASO IN WRITING. BUYER IS SOLELY RESPONSIBLE FOR ENSURING THE SUITABILITY OF THE PRODUCTS FOR BUYER’S INTENDED USE.


13. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (I) THE TOTAL LIABILITY OF CALASO USA FOR ANY LOSS, DAMAGE OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THESE TERMS AND CONDITIONS OR THE PERFORMANCE OR BREACH OF ANY SALES ORDER OR CONTRACT OF SALE ACCEPTED OR EXECUTED BY CALASO USA PURSUANT TO THESE TERMS AND CONDITIONS, OR FROM THE DESIGN, MANUFACTURE, CUSTOMIZATION, SALE, DELIVERY, RESALE, INSPECTION, ASSEMBLY, TESTING, REPAIR, MAINTENANCE OR USE OF ANY PRODUCT HEREUNDER SHALL NOT, IN ANY EVENT, EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY CALASO USA FOR THE APPLICABLE PRODUCTS (TOGETHER WITH THE AGREED CHARGES FOR CUSTOMIZATION SERVICES SUPPLIED BY CALASO USA, IF ANY, WITH RESPECT TO SUCH PRODUCTS), AND (II) IN NO EVENT SHALL CALASO USA BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM, OTHER THAN DIRECT DAMAGES, INCLUDING, BUT NOT LIMITED, TO ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, OR DIMINUTION IN VALUE, DOWNTIME OR LOSS OF PRODUCTION, (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT CALASO USA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATIONS APPLY TO BOTH BUYER AND BUYER’S CUSTOMERS. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THE FOREGOING IS INTENDED TO LIMIT ANY LIABILITY IMPOSED BY ANY STATUTE OR COMMON LAW PRINCIPLE, UNLESS AND TO THE EXTENT THAT IT IS LAWFUL TO DO SO.


14. BUYER’S DEFAULT. If Buyer refuses to accept any shipment when properly tendered, or fails to make any payment due to Calaso USA or perform any other Buyer obligation under these Terms and Conditions or any other order or agreement with Calaso USA (including, but not limited to, any invoice issued by Calaso USA), or an Insolvency Event (as defined below) occurs (each of the foregoing, a “Buyer Default”), the total amount payable under these Terms and Conditions and/or any other order or agreement with Calaso USA shall become immediately due and payable. In addition, Calaso USA shall have the right to suspend performance under any other sales order and withhold or cancel any further shipments to Buyer. Calaso USA retains the right upon breach of these Terms and Conditions by Buyer to sell Buyer’s Products in Calaso USA’s possession. In effecting any such resale based upon Buyer’s breach of these Terms and Conditions, Calaso USA shall be deemed to act in the capacity of agent on Buyer’s behalf. Buyer shall remain liable for any net deficiency on resale and all other amounts owed to Calaso USA, including lost profits, expenses, reasonable attorneys’ fees and any other damages permitted by applicable law. Nothing contained in this Section 14 shall be deemed a waiver and/or limitation of any other rights and/or remedies available to Calaso USA at law or in equity. As used herein, “Insolvency Event” means (i) a receiver is appointed for Buyer or Buyer’s property; (ii) Buyer becomes insolvent or unable to pay Buyer’s debts as they mature or ceases to pay Buyer’s debts as they mature in the ordinary course of business or makes an assignment for the benefit of Buyer’s creditors; (iii) any voluntary proceedings are commenced by or for Buyer under any bankruptcy, insolvency or debtor’s relief law; (iv) any proceedings are commenced against Buyer under any bankruptcy, insolvency or debtor’s relief law and such proceeding is not vacated or set aside within thirty (30) days from the date of its commencement; or (v) Buyer is dissolved or liquidated or discontinues its business operations.


15. INTELLECTUAL PROPERTY RIGHTS. Any sale of any Product hereunder shall not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Calaso USA or any of its affiliates, whether relating to the Product or any manufacturing process or other matter (collectively, “Calaso USA IP”). All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Calaso USA or its affiliates. Buyer shall not use any of the Calaso USA IP without the express prior written consent of Calaso USA, which may be granted, conditioned or withheld in its sole discretion. Without limiting the foregoing, Buyer acknowledges that Calaso USA and/or its affiliates are the exclusive owners of all right, title and interest in and to all intellectual property rights in the Products, including, but not limited to, all designs, images, drawings, (test) models, software and scientific tests conducted by CALASO in relation to the Products.


16. CONFIDENTIALITY. Buyer acknowledges that all technical, commercial and financial data disclosed to Buyer by Calaso USA and/or its affiliates is the confidential information of Calaso USA and/or its affiliates. Buyer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by the parties and in conformance with the purchase transaction contemplated herein. In the event of any breach or threatened breach of this Section 16, Calaso USA shall be entitled to seek equitable relief, including an injunction, in addition to any other remedy available to Calaso USA at law or in equity.


17. TAXES. Where appropriate, Buyer shall provide Calaso USA with an exemption certificate acceptable to the taxing authorities. Any taxes which Calaso USA 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 Product(s), including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Buyer, who shall promptly pay the amount thereof to Calaso USA upon demand.


18. FORCE MAJEURE. Calaso USA shall not be liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Buyer or any third party, act of civil or military authority, or governmental priority or other allocation or control; (iii) fire, flood, earthquake, hurricane, blizzard or other natural disasters or adverse weather events; (iv) strike or other labor difficulty; (v) war, invasion, hostilities, riot or other civil disturbance, acts of terrorism; (vi) embargoes; (vii) insolvency or other inability to perform by the manufacturer of the Products; (viii) governmental laws, rules, regulations or other requirements (including, but not limited to, import or trade restrictions); (ix) national or regional emergency; (x) epidemic, pandemic or other severe public health crisis; (xi) delay in transportation or inadequate transportation services, telecommunication breakdowns, power outages or shortages, defective machinery, or inability or delay in obtaining supplies of adequate or suitable materials; or (xii) any other commercial impracticability. If such a delay occurs, Calaso USA’s delivery or performance shall be extended for a period equal to the time lost by reason of delay. If Calaso USA is prevented from performance hereunder due to a force majeure event and such force majeure event continues for a period in excess of thirty (30) days, Calaso USA shall have the right to terminate the affected sales order. If Calaso USA is prevented from performance hereunder due to a force majeure event, and such force majeure event continues in excess of six (6) months, Buyer shall have the right to terminate the affected sales order.


19. PRODUCT SAFETY. Buyer shall be solely responsible for compliance with all laws, rules, regulations and industry safety standards applicable to the distribution, resale and use of the Products supplied by Calaso USA. For the avoidance of doubt, Calaso USA shall not be liable for any failure of the Products to comply with the laws, rules, regulations and industry safety standards of any other jurisdiction, besides the United States of America, if the Products enter such other jurisdiction as a result of Buyer. Buyer shall furnish to all individuals and entities buying or otherwise obtaining the Products from Buyer any and all safety warnings, guidelines and/or manuals applicable to the Products. It is strongly recommended that the Products be blown out with air and sucked out before use. Depending on the intended application, it may be advisable to clean/wash the Products before filling. Buyer shall comply with Calaso USA’s instructions with respect to the storage of the Products. Without limiting the foregoing, Products shall be stored in a dry environment. Buyer acknowledges that Products may corrode and/or be contaminated with the odor of the packaging material used, if stored in a damp or humid environment. Calaso USA shall not be liable to Buyer for any failure to comply with these and Calaso USA’s other storage instructions with respect to the Products.


20. PRODUCT RECALL. Buyer shall establish and maintain records of its distribution and resale of Products that accurately track the location and distribution of all Products. Unless otherwise instructed, within twenty-four (24) hours of Calaso USA’s request, Buyer shall provide Calaso USA with access to such records, in the event of a Product recall. Buyer shall not initiate any recall of the Products without Calaso USA’s prior written approval. If Calaso USA or any governmental authority determines that any Products sold to Buyer are defective or unsafe and a recall campaign is necessary, Buyer will cooperate with Calaso USA in connection with such recall campaign at Calaso USA’s expense; provided that any such expenses that result from Buyer’s failure to comply with these Terms and Conditions or negligent or more culpable act or omission (including any willful misconduct) or fault are Buyer’s responsibility. Calaso USA shall exclusively control and coordinate all recall-related activities, including making all contacts with regulatory authorities. Buyer shall provide reasonable assistance in such recall campaign to enable an effective recall. Buyer shall return the recalled Products to Calaso USA or destroy such Products, as determined by Calaso USA in its sole discretion. Calaso USA shall, replace all such Products, and ship any replacement Products to Buyer at Calaso USA’s cost and risk.


21. INDEMNITY. Buyer shall indemnify, hold harmless and defend Calaso USA and its affiliates from and against any claim, loss, damage, expense and/or cost, including, without limitation, reasonable attorney’s fees and court costs, resulting from or otherwise relating to (i) any distribution, resale, packaging and/or use of the Products by Buyer and/or any individuals or entities buying or obtaining the Products from Buyer (“Customers”), including, but not limited to, any claimed failure by Buyer to comply with any laws, rules, regulations and industry safety standards applicable thereto or failure to furnish Customers with applicable safety warnings, guidelines and/or manuals, (ii) any claimed failure of the Products to comply with the laws, rules, regulations and industry safety standards of jurisdictions other than the United States of America, if the Products entered such jurisdictions as a result of Buyer, (iii) any accident, damage, loss or injury to any person or property or any other liability caused by Buyer’s or its Customer’s misuse or improper or negligent maintenance, storage or handling of any Products, or (iv) the unauthorized alteration of a Product or Product label or Product safety warnings by Buyer or its Customer or which Buyer knowingly permitted.


22. COMPLIANCE WITH LAW. In addition to its obligations under Section 19 hereof, Buyer shall comply with all applicable laws, ordinances, rules and regulations of Federal, State, municipal and other governmental authorities and the like in connection with its business and the performance of its obligations under these Terms and Conditions.


23. APPLICABLE LAW AND FORUM. These Terms and Conditions shall be governed by the laws of the State of New York without regard to conflicts of law rules. Any disputes hereunder shall be resolved in the courts of the State of New York, County of New York. The UN Convention on the International Sale of Goods shall not apply to sales of Products hereunder.


24. NOTICES. Except for routine communications and as otherwise provided herein, any notice required or permitted to be given under these Terms and Conditions shall be made in writing and shall be deemed to have been given if sent by nationally or internationally recognized delivery service (proof of delivery requested), to the following addresses: if to Calaso USA, to 2207 E. Carson St., Unit C1, Carson, CA 90810; and if to Buyer, to the address Calaso USA has on file for Buyer. Notices shall be deemed to have been received upon receipt as indicated by the date on the signed receipt or other proof of delivery (or refusal to accept delivery). Either party may from time to time change the address to which notices to it shall be given by giving notice of such change to the other party in the manner provided for herein.


25. GENERAL PROVISIONS. These Terms and Conditions, together with each Calaso USA-issued invoice and order confirmation, shall exclusively govern and control each of the parties’ respective rights and obligations regarding the subject matter hereof and thereof, shall constitute the entire agreement between Calaso USA and Buyer with respect to such subject matter, and shall supersede the terms and conditions of any documentation provided by Buyer. In the event of any inconsistency between the terms of any invoice or order confirmation issued by Calaso USA and these Terms and Conditions, the terms of the applicable invoice or order confirmation (as applicable) shall prevail with respect to such subject matter. Any term or condition in any order, confirmation or other document or communication furnished by Buyer which is in addition to, different from or conflicting with these Terms and Conditions is expressly rejected by Calaso USA and will not be binding upon Calaso USA unless agreed to in writing. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision of these Terms and Conditions. The headings contained herein are for purposes of convenience only and shall not control or affect the meaning or construction hereof. These Terms and Conditions shall be binding on Buyer even if not executed by Calaso USA. For the avoidance of doubt, Buyer’s placement of a sales order with Calaso USA shall constitute Buyer’s express acceptance of these Terms and Conditions.