THB General Terms & Conditions of Sale Singapore Pte Ltd

General Terms and Conditions of Sale

1. AGREEMENT. These terms and conditions shall, in the absence of any written modification/variation of the terms and conditions herein by True Heritage Brew Singapore Pte Ltd ("Seller"), govern the sale of all products ("Products") by Seller and apply notwithstanding and to the exclusion of any conflicting contrary or additional terms and conditions in any purchase order or other document or communication ("Order") from the requesting party ("Buyer"). These terms and conditions may only be waived or modified in a written agreement signed by an authorized representative of Seller. Neither Seller’s acknowledgement of Buyer’s purchase order nor Seller's failure to object to conflicting, contrary or additional terms and conditions in Buyer’s purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

2. ORDERS. Orders shall be initiated by Buyer issuing a Purchase Order or otherwise placing an order by electronic means acceptable to Seller. Orders shall identify the Products, unit quantities, descriptions, applicable prices and requested delivery dates. All orders are subject to acceptance by Seller. Seller reserves the right to allocate sales of Products among its customers in its sole discretion. Notwithstanding any provision of these Terms and Conditions to the contrary, orders for the Products shall be non- cancellable and non-returnable.

3. PRICES. Prices shall be as specified by Seller and shall be applicable for the period specified in Seller's quote. If no period is specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall be subject to changes by Seller without any prior notice. Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, consular fees, document fees and import duties. If Seller shall be liable for or shall pay any of the foregoing, same shall be paid by Buyer to Seller in addition to the price of the Products.

4. TERMS OF PAYMENT. Payment shall be specified by Seller. Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by Seller, which may in its sole discretion at any time change the terms of Buyer's credit, require payment in cash, bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Buyer's order before shipment of any or all of the Products. If Seller believes in good faith that Buyer's ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped and all Non- Standard Products ordered by Buyer. Buyer agrees to submit such financial information from time to time as may be reasonably requested by Seller for the establishment and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such check, without discharging Buyer's liability for any additional amounts owing from Buyer to Seller, and the acceptance by Seller of such check shall not constitute a waiver of Seller's right to pursue the collection of any remaining balance. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one-half (1-1/2%) percent per month or such lower rate as may be the maximum allowable by law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for costs of collection and reasonable attorneys fees.

5. DELIVERY AND TITLE. Unless otherwise specified, Products are shipped Ex Works Seller's facility. Title and risk of loss shall pass upon Seller's delivery of Products to Buyer's carrier. Notwithstanding delivery and the passing of risk in the Products, title to the Products shall not pass to Buyer until Seller has received payment in full for the Products, and until such time, Buyer shall hold the Products as Seller's fiduciary agent and bailee. Buyer shall pay all freight, handling, delivery, special packaging and insurance charges for shipment of Products. Unless otherwise stated and agreed in writing by the Seller, choice of carrier and shipping method and route shall be at Seller's election. Seller shall have the right to deliver all Products covered by an Order at one time or in partial shipments from time to time, within the agreed time for delivery. Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller, including but not limited to force majeure, acts of God, acts or omission of Buyer, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, quarantine restrictions, flood, natural disasters, riot, war, delays in transportation or inability to obtain necessary labour, materials or supplies. In the event of such delay, the set date of delivery, if any, shall be extended for a reasonable period, or, the delivery may be cancelled at the Seller's option.

6. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Inspection and acceptance of the Products shall be Buyer's responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within three (3) days after delivery of the Products. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within three (3) days after delivery. No return of Products shall be accepted by Seller without a Return Material Authorization ("RMA") Number, which may be issued by Seller in its sole discretion. Returned Products must be in original manufacturer's shipping cartons complete with all packing materials. All Products for return shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to Buyer, freight collect.

7. FORCE MAJEURE. Seller shall not be liable for failure to fulfil its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labour or materials through its regular sources. Seller's time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to Buyer.

8. CANCELLATION/RESCHEDULING. Buyer may cancel or reschedule Orders prior to delivery to the carrier only upon giving advance written notice of at least 3 working days or otherwise as stated by Seller and the written consent of Seller. If Seller consents to the cancellation of an Order for Products in Seller's discretion, Buyer shall pay Seller any supplier's restocking fee and reasonable cancellation charges. If Buyer requests an accelerated delivery date, Seller will use commercially reasonable efforts to meet such request. If Buyer requests a delayed delivery date, the rescheduled delivery date may not be greater than 30 days later than the original delivery date. Any extra cost incurred by Seller to meet Buyer’s request for rescheduling/cancellation will be Buyer's responsibility. There is no return privilege for products unless otherwise specified in writing by Seller. All Product that is or becomes designated as Custom or “special offers” shall be strictly considered as non-cancellable, non-returnable and non-reschedulable. Buyer assumes full liability for any Custom or “special offers” Product that: (a) has been shipped to Buyer and/or (b) is being held in Seller's inventory for Buyer and/or (c) has been order by Seller from and been manufactured by Seller's supplier, in whole or in part, and/or (d) is part work-in-process. Buyer shall pay any cancellation charges invoiced by Seller by its supplier with respect to Custom or “special offers” Products, as well as any related labour, transportation raw materials and storage costs.

9. SELLER'S LIMITED WARRANTY. Seller warrants to Buyer that upon delivery to Buyer the Products purchased hereunder shall conform to the applicable manufacturer's specifications for such Products and that any value-added work performed by Seller on such Products shall conform to applicable Buyer's specifications relating to such work. Seller makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. With respect to Products which do not meet applicable manufacturer's specifications and with respect to value-added work by Seller which does not meet applicable Buyer's specifications, Seller's liability is limited, at Seller's election, to (1) refund of Buyer's purchase price for such Products (without interest), or (2) replacement of such Products; provided, however, that such Products must be returned to Seller, along with acceptable evidence of purchase, within fourteen (14) days from date of delivery, transportation charges prepaid. Seller shall transfer to Buyer whatever transferable warranties and indemnities Seller receives from the manufacturer of the Products, including any transferable warranties and indemnities respecting patent infringement. SELLER SHALL HAVE NO LIABILITY TOWARDS BUYER BEYOND THE EXPRESS TERMS OF SUCH MANUFACTURER PRODUCT WARRANTIES. SELLER ASSUMES NO LIABILITY FOR THE QUALITY OF THE WORK PERFORMED OR SERVICES RENDERED BY THIRD PARTY VENDORS/SERVICE PROVIDERS. IT IS BUYER'S OBLIGATION TO REQUEST COPIES OF ANY APPLICABLE MANUFACTURER WARRANTIES AND BUYER SHALL BE DEEMED TO HAVE ACCEPTED SUCH WARRANTIES UPON ACCEPTANCE OF THE PRODUCTS AND/OR SERVICES.

10. LIMITATION OF LIABILITIES. BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER'S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER'S PURCHASE PRICE FOR THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON SELLER'S COMPLIANCE WITH BUYER'S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY PRODUCTS BY PARTIES OTHER THAN SELLER, OR USE IN COMBINATION WITH OTHER PRODUCTS.

11. DISPUTES. All unresolved disputes under this Agreement concerning or in connection with Products shall be resolved in accordance to the laws of the Republic of Singapore. Buyer consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. No action or other claim, regardless of form, arising out of or in any way connected with or related to Products, may be brought by Buyer more than one (1) month after the cause of the action or claim has accrued.

12. GENERAL. As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party, by operation of law, merger or otherwise, without the prior written consent of the other. Any attempted or purported assignment shall be void. Notwithstanding the foregoing, Seller’s obligations under these Terms and Conditions may be performed by divisions, subsidiaries or affiliates of Seller. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore. The United Nations Convention for the International Sale of Goods shall not apply.