General Business Terms and Conditions

A. Scope of Application and Definition of Terms

i. We the G Force Innoventions Fzc; located in Spl-50, Free Trade Zone, Umm Al Quwain, U.A.E Hereinafter will be called as “G Force”

ii. These terms of delivery and sale shall exclusively apply to all current and future business relations under which we are commissioned with the trade or manufacture of goods, sell such goods, or provide any other types of services.

iii. General terms of business of the customer, even if known to G Force, which either deviate from, contravene, or supplement G Force’s terms of business shall not become part of the contractual relationship, unless expressly agreed to in writing.

iv. Any deviations from the contract and/or these terms of business are subject to prior written agreement. Such agreement shall only be valid if it is signed by our authorized signatory of the company and carries our official Rubber Stamp.

v. The present Terms and Conditions of Business shall apply only to supplies of goods, solutions and services, which we have made on the basis of a contract concluded between us and a Business Customer. Any diverging terms and conditions shall not apply unless G Force has expressly agreed to them in writing.

01. Offers : Our quotations are based on current material prices and wages and are subject to change without notice.

01.2. The description of the quality of the product and service to be delivered is exclusively and conclusively defined in the respective Technical Specification. Incase of any doubt or ambiguity the customer should seek further details from the G Force on their own, as such the explanation given by us will be final and binding on all the concerned parties.

01.3. Our offers are valid for negotiation for 15 calendar days from the date of the offer, unless and otherwise expressed by the G Force

02. Prices : Prices are quoted ex works unless and otherwise expressed in writing, exclusive of all others viz Packing, Forwarding, Insurance, Cartage and all Governmental Levies etc.

02.2. Any subsequent changes requested by the customer provided that such modifications are duly accepted by the G Force, including any resulting machine down times, additional procurement expenses, shall be charged to the customer.

02.3. G Force reserves the right, in particular for blanket and/or call-off orders, to make reasonable price adjustments in the event of any changes in costs following the conclusion of the agreement, such as labor cost changes, resulting from collective union agreements, or price changes for materials.

03. Terms of Payment : Our standard terms of payment is 50% upfront alongwith the Purchase Contract and the entire balance of payment without any deduction should be paid against Proforma invoice which will be raised prior to dispatch of the goods, unless and otherwise duly agreed by G Force in writing.

03.2. Even in the event of accepting any other terms of payment at the time of conclusion of a contract, the G Force reserves the right to modify or demand full payment in advance, if there are indications that the customer may not be able to meet his payment obligations. G Force reserves the right to withhold any undelivered goods as well as stopping any further work regarding the order. We shall also be entitled to exercise these rights if the customer is in arrears with payments for deliveries, which are based on the same legal relationship. G Force shall not be responsible for any consequential or actual loss incurred by the clients out of such actions.

03.3. Notwithstanding the right to enter into any other agreements, the customer commits to paying the goods value either in cash or by bank instruments as indicated in the point number one, unless and otherwise any modification is expressed in writing by the G Force. If the customer culpably permits this payment period to elapse, the customer shall be considered to be in arrears, even without reminders. In such case, G Force shall debit the prevailing Bank Interest plus 8% for the defaulted period.

03.4. Payments by bills of exchange are permissible only by means of a special agreement and will not be eligible for any discounts. We shall only accept cheques or bills of exchange as modes of payment, not as payment per se. Any fees incurred for cashing cheques or bills of exchange shall be charged to the customer.

04. Lead Time : In the absence of any other agreement/s, the stated lead-time shall be considered ex works. The lead time agreed to shall commence once the customer has performed the final action of contributing commercially and technically to or participating appropriately in the project as per the respective agreement.

04.2. Lead time shall be extended to a reasonable extent in the event of any hindrances or obstructions beyond our control, in particular in case of force majeure, operational obstructions, acts of God, natural calamities, war, terror attacks, vandalism, thefts, robbery, strike and lockouts or any such factors, which is/are beyond our control, as well as any delays in obtaining clearances from the clients.

05. Delivery : Goods shall be delivered ex works to the address stated by the customer, to the extent that no other agreements exist.

05.2. The validity of delivery dates shall be subject to our prior written confirmation. G Force reserves the right to make partial deliveries of products and/or services.

05.3. Over- and under-shipments up to 10 % of the confirmed quantity shall be permissible. Basis for invoicing shall be the quantities delivered/shipped.

05.4. The risk of accidental destruction and accidental deterioration of the quality of the goods shall pass to the customer upon handing over the goods or, in case of shipped goods, upon handing over the goods to the forwarding carrier, freight agent or any other individual or entity designated to execute the delivery. In the event that the customer should be in arrears with accepting the goods, the goods shall be deemed to have been handed over.

05.5. Call-off orders are subject to separate agreement. In the event that the customer fails to accept the goods, either fully or in partial quantities, on the agreed dates, we shall have the right either to ship any residual inventories or to charge storage costs.

06. Placement of Order / Conclusion of Contract : We reserve the right of making any technical changes as well as changes in form/shape, in put’s properties to a reasonable extent, commensurate with normal industry practices.

06.2. Prices quoted shall be valid only under the proviso that the ordering specifications remain the same as the specifications providing the basis for the quotation.

06.3. As a general principle, the manufacturer’s product description shall provide the only basis for the composition/quality of the goods that is agreed to between the parties. Any public representations, promotional statements or advertisements by the manufacturer shall not be considered part of the contractual specification for the goods.

06.4. The placement of an order represents the customer’s binding commitment of purchasing the goods in question. G Force has the right of accepting the contractual offer contained in the purchase order within two weeks of receipt thereof. This acceptance may either be communicated in writing or by delivering the goods to the customer.

06.5. The contract shall be concluded under the proviso that G Force receives proper and timely delivery of required materials, goods or services by its suppliers. This shall only apply in the event that we shall not be responsible for the failure to receive such delivery, in particular in the event of a congruent covering transaction with our supplier. In the event of the nonavailability of the product or service, we shall immediately inform the customer thereof. Any value already received from the customer shall be refunded immediately. As such G Force will not be responsible for any consequential or direct losses arise out of the surrender of order.

06.6. For any orders involving deliveries to third parties, the party placing the purchase order shall be considered the customer/contractual party, unless any agreements specifically stating otherwise have been entered into.

07. Preliminary Work : Preliminary work, such as the preparation of specifications, setting copies, project design documents, drafts, drawings and models/prototypes, requested by the customer are subject to remuneration, based on separate agreements.

08. Artwork, Proofs or Samples : The customer shall be required to review any and all preliminary or interim results without exception. Upon approving artworks, proofs or samples for procurement or production, the customer assumes the risk of any potential errors or mistakes. The same shall apply to any other customer-provided approvals to proceed with subsequent manufacturing steps.

08.2. In the event of any later changes either qualitative or quantitative or any other kind of modification, these changes shall be subject to charges based on the respective costs incurred.

08.3. Tool changes cannot be made for any jobs involving embossing, die-cutting or printing work. Costs for making new tools or any other kind of connected job are subject to separate charges.

09. Fulfillment : The right to minor deviations during fulfillment is reserved; small irregularities and minor deviations in image as well as minor defects in materials and finishes caused by production do not constitute cause for warranty claims or a right to replacement. All tools such as artwork, prepress material, mock samples, prototypes, screens, film, and punches produced by or for us in order to fulfil the order remain our property. The customer is only billed for a proportionate share. If the customer waives the right to examine artworks, proofs or samples, this relieves us of all liability for errors the customer would have detected during a proper inspection of the artworks, proofs or samples.

10. Call orders : We reserve the right to invoice goods we are holding for call orders after notifying the customer and to transfer such goods to a shipper for warehousing at the expense of the customer.

11. Shipment : Shipment takes place at the expense and risk of the buyer. If the buyer does not specify the shipping method then it is selected by us based on our best judgement. We do not guarantee shipment by the least expensive means available. The G Force will not be responsible for any direct or consequential loss arise out of any delayed, partial, damaged, shortage of delivery by the shipping company.

12. Retention of title : The goods are delivered subject to retention of title. According to the following provisions, they remain our property until all receivables due to us from the business relationship, including those arising in the future, are paid in full. Payment is deemed to have been received if our receivable has been added to an open account and the balance has been drawn, acknowledged, and paid by the buyer. Payment is also deemed to have been received if the drawn and acknowledged balance does not represent a receivable due to us. The buyer cannot obtain title to the goods by processing them into a new goods. He or she processes them on our behalf. The processed goods take the place of the goods delivered. If the buyer processes the goods delivered by us with other goods that do not belong to us, we obtain joint ownership of the new goods in the proportion of the value of our goods to the value of the other processed goods. The buyer has the right to resell the goods subject to retention of title as well as the goods that replace them and that belong to us in whole or in part during the ordinary course of business, provided that the new buyer does not object to the assignment of the purchase price receivable from our buyer to us. All receivables due to our buyer as a result of such a subsequent sale are assigned to us now in advance. If the goods subject to retention of title as well as the goods that replace them are sold along with other goods that do not belong to us, only that amount of the purchase price receivable that corresponds to the value of the goods subject to retention of title is assigned to us. If only a proportion of the goods sold belongs to us, the part of the purchase price receivable assigned to us is determined according to our ownership share. The buyer has the right to collect the receivables assigned to us. By our request, the buyer is obligated to specify that payment must be made directly to us. By our request, the buyer is also obligated to disclose the debtors for the assigned receivables. We have the right to notify the debtors of the assignment and to request that payment be made directly to us. The receivables assigned to us are hereby reassigned to the buyer under the same conditions that terminate our retention of title. By request from the buyer, security due to us (goods subject to retention of title, assigned receivables) is released to the extent that the value of the security – determined by the value of goods where it consists of goods subject to retention of title – exceeds the amount of the receivables – the amount of the drawn and acknowledged balance when the receivable is added to an open account – due to us. We reserve the right to select which part of the security to release. We will also release the security due to us if the buyer presents us with an unconditional, perpetual, irrevocable, on-demand guarantee from a credit institution authorised as a customs and tax guarantor in the United Arab Emirates or with comparable security, in the amount of our receivable – the amount of the drawn and acknowledged balance when the receivable is added to an open account.

13. Retention of Title: G Force reserves the right of retaining title to the goods until the customer has made full payment for any claims arising from a current business relationship with G Force.

13.2. The customer shall be obliged to handle the goods with care. To the extent that any maintenance or inspection work may be required, the customer shall have such work performed at his own cost.

13.3. The customer shall be obliged to immediately notify us of any third-party recourse to the goods, in case of attachment, for example, as well as of any damage or destruction of the goods. The customer shall immediately notify us of any change in ownership of the goods or in case of any relocation of his business location.

13.4. In case of a breach of contract, particularly in case of late payment or violation of obligations under paragraphs 13.2 and 13.3 of these terms, G Force reserves the right to cancel the contract and to demand return of the goods.

13.5. The customer shall have the right of reselling the goods commensurate with proper business practices. The customer already cedes to us any claims in the amount of the invoice to which he may become entitled through the resale of such goods. We accept this cession. After the cession, the customer shall be entitled to collecting payment. We reserve the right of collecting payment ourselves as soon as the customer does not properly meet his payment obligations and is in arrears with payment to us.

13.6. Any processing and converting work performed on the goods by the customer shall always be deemed as being performed on our behalf and under contract with us. In the event of any converting work that is performed with or on items which are not our property, we shall acquire co-proprietorship of the new items at a ratio commensurate with the value of the goods delivered by us to the other items being converted. The same shall apply if the goods are mixed with other items which are not our property.

14. Complaints : Complaints regarding apparent defects must be received by us in writing no later than 48 hours after the goods have been received. We are not liable for defects caused by improper verification of the proof or sample by the customer, unless such defects are caused by us due to intent or gross negligence. In case of legitimate complaints, replacement goods will be delivered at no charge in exchange for the return of the defective goods. Should replacement fail for any reason, the customer has the right to demand a reduction in compensation or rescission of the contract. Additional claims are excluded unless they are due to intent or gross negligence on our part or the defect consists of the lack of a warranted characteristic. In this matter our decision is final and binds the customer.

15. Cancellation of Contract : In the event the customer cancels the contract without any culpability on our part, the applicable legal provisions shall apply. In addition, an appropriate flat-rate handling fee shall be payable by the customer.

16. Offsetting Claims, Withholding Rights and Ceding Provisions : Offsetting/compensation of claims shall only be possible against legally established claims or claims which we have accepted. Any withholding right shall be enforceable only on the basis of a counter-claim resulting from the same contractual relationship.

16.2. Any ceding of claims by the customer to third parties shall be subject to our prior written permission

17. Warranty in Case of Defects : The customer shall, without exception, inspect the goods delivered for conformance with the contractual specifications as well as being obliged to compliance with our General Storage and Processing Instructions available on request.

17.2. Obvious defects shall be reported immediately in writing, but no later than 48 hours following receipt of the goods. Warranty claims outside of these stipulations shall not be accepted.

17.3. In the event that parts which are subject to wear and tear require replacement, repair or maintenance as part of normal wear and tear, this shall not constitute a defect, unless a specific service life or durability has been contractually stipulated or otherwise guaranteed.

17.4. Excluded from liability are any defects and damage caused by the customer’s mishandling, improper installation or other type of damage inflicted on the products. The same applies to any defects and damage attributable to subsequent modifications of the purchased item(s) which do not represent state-of-the-art practices, unless the seller has provided his express prior permission to such modifications.

17.5. The customer agrees that tolerances, pertaining, for example, to sizes, inputs and other aspects of materials and workmanship, to the extent that they are based on technical reasons and common within the industry, represent the contractually agreed composition/quality of the product.

17.6. Any liability for defects, which either do not, or merely insignificantly, impair the value or fitness for use of the goods, is excluded to the extent that this is legally permissible.

17.7. The suitability of our products for the customer’s intended application purposes is not deemed to be a part of their contractually agreed composition/quality. It is customer’s sole responsibility to test the suitability of our product/s prior to supply with our representative samples. G Force rejects liability for any damage or disadvantages whatsoever.

17.8. In the event of defects we shall, initially and at our own discretion, recondition/rework the product or replace the shipment. Our decision in the matter is final and binding on all stake holders of the deal.

17.9. Defects encountered merely on partial quantities of the total shipment shall not constitute the right to reject the entire shipment, unless the partial shipment is of no value to the customer.

17.10. G Force shall not be liable for any defects on materials supplied by the customer.

17.12. If, in the event of a defect, following an unsuccessful attempt to correct such defect, the customer declares the cancellation of the contract, he shall not be entitled to any additional claims for compensation of damages. In this case, the goods delivered shall be made available to us without delay. If, following an unsuccessful attempt at correction, the customer opts to claim compensation for damages, he shall retain custody of the goods, if deemed reasonable. Compensation for damages shall be limited to the difference between the purchasing price and the value of the defective product. This shall not apply in the event of a fraudulent concealment of the breach of contract or assumption of warranty for the quality of the product on our part. The provisions of paragraph 1. shall remain unaffected.

17.13. G Force shall not be obliged to inspect/test any items (including data carriers, transmitted data) supplied by the customer or any of his agents. This shall not apply to any data which are obviously unfit for processing or reading. G Force shall have the right of copying such data.

18. Limitations of Liability : G Force’s liability for damages shall be excluded to the extent that such damages have been caused by minor negligence of duties. This shall also apply to minor negligence of duties committed by our legal representatives or agents. This shall not apply to any material breach of contractual obligations.

18.2. To the extent that G Force may assume any liability for minor negligence of duties in accordance with paragraph 18.1, such liability shall be limited to the immediate, predictable average damage which might be encountered with the type of product and contract concerned. The foregoing limitations of liability shall not apply to any product liability claims to which the customer may be entitled. Furthermore, the limitations of liability shall not apply to any bodily injury, damage to health or loss of life.

19. Statute of Limitations : Claims of damages by the customer due to defective goods shall expire after 30 days from the date of dispatch from our side.

20. Proprietary Tools (Trade Custom) : All prices quoted for operating tools, jigs & fixtures required for the production of the contractually agreed product are prorated costs. Final designs, drawings, inputs, all origination related materials including Masters, replicated Masters, Shims, dies, die-cutting, embossing and all other directly or indirectly related tools remain, even if subject to separate charges, our property and shall not be handed over to the customer.

20.2. Unless specifically agreed to otherwise, all proprietary rights shall remain with us. In the event of concluding a respective agreement, such items may be handed over to the customer against payment.

21. Archiving : Retention periods for items listed under Section “Proprietary Tools (Trade Custom)” shall be at our discretion, being limited to a maximum of six months following the most recent placement of a customer’s order.

22. Intellectual Property / Commercial Proprietary Rights : The customer shall not be granted any usage rights for our own sketches, drafts, final drawings/designs, films, layouts, software, printing files, data carriers, printing, die-cutting and embossing tools, prototypes, testing materials, preproduction samples for which we have secured or acquired intellectual property or commercial proprietary rights.

22.2. The customer permits G Force to use any product manufactured on his behalf for promotional and advertising purposes or to send such products to other customers as samples.

22.3. The customer shall be solely liable in the event that the execution of the contract should violate the rights, particularly intellectual property rights, of any third parties. The customer shall discharge and G Force from any third-party claims arising out of any such breach of law.

23. Severance Clause : Should any of the provisions of these terms of business be ineffective, this shall not affect the effectiveness of the remaining provisions. To the extent that individual provisions may not have become part of the contract or may have become ineffective, the respective contents of the contract shall be governed by applicable legal provisions. Should applicable law not contain any provision appropriate to the provision deemed to be ineffective, the ineffective provision shall be substituted by a provision designed to most closely meet the business intent of the ineffective provision.

24. Confidentiality : The parties shall not without the written consent of the other party pass documents, knowledge and information, tools, molds, samples, models, profiles, drawings, data standard sheets, manuscripts and other technical documentation irrespective of the data medium ("Information") to third parties or use such Information for purposes other than for the purposes of the Contract. This shall not apply to Information which at the time of receipt are generally known or were already known by the receiving party without being obliged to maintain the duty of confidentiality, were transferred by a third party or were developed by the receiving party. Information shall be returned to us without delay if a Contract is not awarded. A right of retention by the Customer is excluded.

25. Place of fulfilment : The jurisdiction and place of fulfilment for deliveries and payments is exclusively Umm Al Quwain, U.A.E. In the event of conclusion any contract this term will become a part and parcel of such contract automatically without any exception.

25.2. These terms of business shall be exclusively governed by the laws and judiciary of the Umm Al Quwain, United Arab Emirates. In the event of conclusion any contract this term will become a part and parcel of such contract automatically without any exception.

25.3. The United Nations Convention on the International Sale of Goods (CISG), dated April 11, 1980, shall not apply on any deal with us without any exception.

25.4. If the customer is a merchant/trader, legal entity under public law or a special estate under public law, the legal venue for any dispute arising out of these terms of business shall be G Force’s business venue. The same applies in the event that the customer does not have a general legal venue in United Arab Emirates (U.A.E) or the customer’s branch location, domicile or usual presence is not known at the time of bringing forth any legal action.

26. Deviating agreements : Deviating agreements require our express written consent.

27. Period of validity : Our terms of sale are valid for the entire duration of the business relationship, even if they are not expressly referred to when the order is accepted. Should one of the preceding conditions be ineffective, the remaining conditions shall remain intact.

Umm Al Quwain, United Arab Emirates, August 2008