TERMS AND CONDITIONS OF TRADE WHERE

MANUFACTURING/PRODUCING/SELLING PRODUCTS IS INVOLVED

1. GENERAL

1. DEFINITIONS

“Purchase Order” shall mean the order placed by the Buyer with itemized details of conditions of supply that constitutes the ‘agreement’ and is governing through the following Terms and Conditions of Trade, entered into between the parties and governing their Buyer - Seller relationship. If no such separate agreement has been entered into between the parties, the Purchase Agreement shall mean the purchase order to which this TCT is attached, this TCT shall form an integral part of such Purchase Agreement.

“TCT” shall mean the Terms and Conditions of Trade

"Delivery" shall mean completion of the delivery of the goods produced in accordance with the Purchase Agreement;

"Products" shall mean the goods and all necessary documentation to be delivered to the Buyer by the Seller, including any specified services to be performed in connection with the Delivery.

2. (a) Purchase orders when signed and placed by the Buyer and accepted by the Seller will be viewed as Purchase Agreements/sales contracts and subject to the Terms and Conditions of Trade of Mary-Kyri Design Studio.

(b) The making of any contract of sale by Buyer and Seller shall be consummated by their signing, placing of purchase order by the Buyer and the written acceptance of the purchase order by the Seller.

(c) These Terms and Conditions constitute an integral part of any offer to sell, produce or manufacture, made by Mary-Kyri Design Studio to any corporation, person or entity (“Buyer”) and shall govern the order placed by the Buyer with the Seller for sale, production, manufacture, supply of goods.

Any additional or different terms or conditions proposed by Buyer in any purchase order or otherwise are hereby rejected unless acceptance by the Seller is in writing so that it forms part of these agreed terms and conditions. Buyer’s acceptance of all of the terms and conditions herein is an express condition to the formation of any contract of sale, production, manufacture, supply between Buyer and Seller.

(d) No order by Buyer, regardless of whether a deposit has been accepted, shall be binding upon Seller until:

a credit review has been completed and/or the order has been accepted in writing by an authorized representative of the Seller

(e) If a contract is not earlier formed by mutual agreement in writing, signed by an officer/representative of Seller acceptance of any goods shall be deemed acceptance of the terms and conditions stated herein.

2. PRICES

(a) Unless otherwise stated in writing signed by an officer of Seller, all prices quoted by Seller are based on U.S. dollars (Buyer shall be liable to pay Sellers charges for transport, packaging and insurance) and are effective for thirty (30) days from the date of quotation.

(b) Transportation shall be by carrier/freighting company selected by the Seller, at Buyer’s risk and expense, with the charges therefore added to the quoted prices.

(c) Should Buyer postpone the delivery date, Seller shall have the right to adjust the price of the undelivered goods to Seller’s price at the time of shipment.

(d) Unless otherwise agreed to in writing signed by an officer of Seller, Seller reserves the right to adjust its prices for any goods scheduled for shipment more than sixty (60) days after Seller’s acceptance of Buyer’s order.

(e) All of Seller’s published prices or quoted prices are subject to change without notice.

3. TAXES.

Any sales, use or manufacturer’s tax which may be imposed upon the sale or use of goods, or any property tax levied after readiness to ship, or any excise tax, custom fees, duties, license or similar fee required under this transaction, shall be in addition to the quoted prices and shall be paid by Buyer. If Buyer is exempt from any taxes, Buyer shall furnish to Seller an appropriate tax exemption certificate, in a form acceptable to the taxing authority or authorities having jurisdiction over such tax matters.

4. TERMS OF PAYMENT.

(a) Unless otherwise agreed to in writing signed by an officer of Seller, the payment terms on orders are 50% deposit on placement of order and the balance Ex-factory. All charges are payable in U.S. dollars and made payable by wire transfer (international or national) to Mary-Kyri Design Studio to the account details supplied at time of placement of an order by the Buyer with the Seller.

(b) An order is not deemed accepted until the Buyer’s deposit has cleared the Seller’s Account and receipt for proof of receipt of payment is provided by the Seller to the Buyer.

(c) buyer shall be in default:

(i) if it fails to make any payment as provided for herein;

(ii) if bankruptcy, receivership or insolvency proceedings are instituted by or against Buyer; or

(iii) if Buyer makes any assignment for the benefit of creditors.

(d) Upon Buyer’s default, Seller shall have all the rights and remedies of a secured creditor as well as those of a seller of goods, under any other applicable law irrespective of country, including but not limited to, the right to take/ /hold/keep possession of the goods.

(e) Seller may remedy any default and may waive any default without waiving the default remedied or without waiving any prior or subsequent default.

(f) A service charge of 1 ½ percent per month, not to exceed the maximum rate allowed by law, may be charged on any unpaid portion of Buyer’s order is ten (10) business days later than the advised date of goods being ready for delivery.

5. TERMS OF SHIPMENT.

1. All shipments are made in a commercially reasonable manner as determined by the Seller. Title and risk of loss or damage shall pass to Buyer at the Ex-factory named site. Partial and/or installment shipments maybe authorized and shall be paid for when due if the ordered goods are requested on order to be delivered in split shipments. Shipment schedules are approximate and Seller will use commercially reasonable efforts to complete shipment as indicated

2. The goods shall be packed in a manner which is appropriate with regard to the means of transport to be used and the nature of the Products, and in accordance with any instructions given in the Specification as to the manner, size, weight etc. of the packing.

The goods shall be clearly marked by the Seller/Seller’s representative and carry information concerning the identity of the recipient and the name of the place of destination together with any specific instructions necessary for handling and storage.

3. The title to all goods in part or whole shall pass to the Buyer at time of collection on condition that payment in full has been received by the Seller from the Buyer for the goods produced.

4. Adequate insurance shall be maintained by the Seller to cover any general liability or product liability for the duration that the goods are in transit or in the possession of the Seller. Insurance liability by the Seller is terminated when possession of the goods is taken by the Buyer or their representative.

6. PURCHASE PRICE.

(a) The purchase price of goods will be that price that is quoted by the Seller to the Buyer and entered into the purchase order.

(b) The purchase price will be a fixed price payable as outlined in Terms of Payment 4.a

7. TERMINATION AND CANCELLATION.

(a) Buyer may not terminate a Purchase Order in part or whole once it has been accepted by the Seller unless otherwise agreed to in writing signed by an officer of Seller. In any such event Buyer shall be liable for termination charges, which shall include a price adjustment based on the quantity of goods actually delivered, and all costs, direct or indirect, incurred or committed for any sales contract together with anticipated profits.

(b) Unless otherwise agreed upon in writing signed by an officer of Seller may cancel all quantities not shipped to Buyer within four (4) months of Purchase Order date. In the event that Seller does not ship all quantities because of any action or requisite inaction on the part of Buyer and elects to cancel any quantity not so shipped, Buyer shall be liable for termination charges as provided herein.

(c) If in Seller’s sole and absolute discretion, Buyer’s financial condition does not justify the terms of payment specified herein, Seller may, without any liability to Seller, cancel any sales contract or require Buyer to immediately pay for all goods to be delivered in advance for all goods to be delivered.

8. NON-WAIVER OF DEFAULT.

In the event of any default by Buyer, Seller may decline to make further shipments. If Seller elects to continue to make shipments, Seller’s action shall not constitute a waiver of any default by Buyer or in any way affect Seller’s legal remedies for any such default.

9. CONTRACTS.

Purchase orders when signed and placed by the Buyer and accepted by the Seller will be viewed as sales contracts and subject to the Terms and Conditions of Trade of Mary-Kyri Design Studio.

If the goods to be furnished under sales contract between the Buyer and the Seller are for a Government contract any terms and conditions in addition to/other than those outlined in this document shall not be incorporated herein by reference (except as may be specified in a separate document signed by an officer of Seller.) Other than those terms and conditions outlined in this document whether written or implied will not constitute being a part of this document unless written and signed by both parties.

10. CONTINGENCIES.

Seller is not liable, either wholly or in part, for non-performance or a delay in performance due to force majeure or contingencies or causes beyond the reasonable control of Seller, including but not limited to, shortage of labor, fuel, raw material or machinery or technical failure. Seller may, in its sole and absolute discretion, allocate production and deliveries in the event of shortage of goods.

11. WARRANTY.

The warranties set forth in this paragraph are given in lieu of and expressly disclaim any and all other warranties, express, implied or statutory, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, non-infringement and of any other warranty obligation on the part of Seller, except as expressly set forth immediately below.

Seller warrants the goods against faulty workmanship or the use of defective materials; that such goods will conform to Seller’s outlined/accepted specifications or other mutually agreed upon written specifications outlined in the purchase order supplied by the Buyer and accepted by the Seller.

Seller has title to the goods free and clear of any and all liens and encumbrances and passes the title to the Buyer when all money owed is paid in full and the Seller releases the goods to the Buyer.

These warranties are the only warranties made by Seller and can be amended only by a written instrument signed by an officer/representative of the Seller.

Seller’s warranties and obligations shall irrevocably expire immediately three (3) months from date that the Buyer takes procession of the goods and that date being the date that the goods reach the agreed point of destination.

Continued use or possession of the goods after expiration of the applicable warranty period stated above shall be conclusive evidence that the warranty is fulfilled to the full satisfaction of Buyer. Any wear and tear, alterations of/to the goods shall void any warranty obligation, implied or statutory.

No obligation or liability shall arise or grow out of Seller’s rendering of technical advice or service in connection with Buyer’s order of the goods furnished hereunder.

12. PATENT INDEMNITY

(a) Buyer shall indemnify, defend and hold harmless against any expense and loss resulting from:

(i) any claim of actual or alleged infringement or contributory infringement of any patent, copyright, or other industrial or intellectual property rights of any other person granted or used at the time arising from compliance by Seller with Buyer’s designs, specifications or instructions;

(ii) any claim of actual or alleged infringement which relates to the use or sale of any of the goods or the provision of any of the services in a manner or for a purpose not specified by Seller or to any modification of the goods or services unauthorized by Seller or to the use or sale of any goods includes any of the goods so supplied; or

(iii) any infringement occurring after Buyer has received notice of such claim or other communication alleging the infringement unless Seller has given written permission for such continuing infringement.

(b) The sale or supply of goods and services by Seller shall neither convey nor grant, except as otherwise provided above, any right, title, interest by implication,, or otherwise, under any patent, copyright, or other industrial or intellectual property rights.

(c) Due to the complexity of manufacturing/production techniques Seller is not able to declare that its goods do not infringe the intellectual property rights, trademarks of third parties; in the event that a third party makes a claim alleging that goods delivered to Buyer infringe such third party’s rights, Seller may at its option (but shall not be obligated to) defend the claim or seek a compromise.

(d) If any goods become the subject of an unfavorable judgment, Seller may, at its option, modify the goods in such a way as to avoid infringement. If such a solution shall be impracticable for economic and/or technical reasons, Seller may demand the return of any goods supplied and shall reimburse the Buyer up to a maximum equal to the amount paid by the Buyer.

(e) If the infringement by either party’s goods is alleged prior to completion of production/delivery of the goods under the contract of sale, Seller may decline to make further shipments without being in breach of the contract of sale.

The above provisions constitute the entire undertaking of Seller towards Buyer in the event of any claim of a third party with regard to goods supplied by Seller.

13. DISCLAIMER OF LIABILITY.

(a) In no event shall Seller be liable for any loss of use, revenue, profit, or for any direct, indirect, special or consequential damages arising out of, connected with, or resulting from the sale and/or use of goods.

(b) If an unauthorized return is initiated by the Buyer, Seller will not be liable for any freight or handling charges incurred.

Any performance specifications are believed to be reliable but are not verified and do not form coverage of warranty under manufacturing faults and issues.

(c) Performance testing on supplied prototypes must be carried out by the Buyer. Buyer shall not rely on any data and performance specifications provided by Seller. It is the Buyer’s responsibility to independently determine suitability of any goods and to test and verify the same. The information provided by Seller covering any goods hereunder is provided “as is, with all faults, and the entire risk associated with such information is entirely with the Buyer.

(d) Buyer is after assessment required to give written acceptance of goods to the Seller prior to commencement of production.

14. SELLER’S DISCLAIMER.

Except as otherwise specifically agreed with Buyer in writing, Seller’s goods are not designed, intended, or authorized for use for any purpose other than that for which the goods were designed, produced and intended for. No liability is accepted by the Seller should the Buyer or their users use the goods for any purpose other than that for which the goods were designed, intended and produced.

15. BUYER’S INDEMNITY.

Buyer agrees to indemnify and hold Seller, and its officers, employees, subsidiaries, affiliates, agents, sales representatives and

distributors harmless against all claims, costs, damages and expenses, and attorneys’ fees and costs arising, directly or indirectly, out of any claims of personal injury, or otherwise associated with the use of the goods.

16. DESIGNS AND TRADE SECRETS

Any drawings, specifications, data, designs, other technical information supplied by Seller to Buyer in connection with the sale of goods shall remain Seller’s property and be held in confidence by Buyer. Such information shall not be reproduced or disclosed to others without Seller’s prior written consent in each particular instance.

17. ASSIGNMENT.

Buyer shall not assign this Agreement, any contract of sale, any purchase order, any interest therein or any rights there-under without the prior written consent of Seller.

18. MODIFICATION.

This Terms and Conditions may not be changed, modified or amended, except in writing, agreed to and signed by authorized representatives of the parties.

19. EXPORT.

These commodities may be subject to export controls and may require validated export licenses.

20. COMPLIANCE WITH LAWS.

Buyer agrees that it will comply with, and will use reasonable endeavours to ensure that any third party used by Buyer to fulfil its obligations will comply with, all laws, rules, regulations, decrees, or official governmental orders applicable to the Seller in connection with this transaction.

21. DESTINATION RESTRICTIONS.

(a) Restricted Destinations.–

If delivery other than Ex-factory terms have been agreed to at time of placement of order and accepted by the Seller, such delivery will not be knowingly supplied or delivered to a destination that is experiencing restrictions of entry,

2. Should such restrictions exist the Seller will advise the Buyer to enable the Buyer to make alternative arrangements for the delivery / acceptance of their goods.

2. Seller may at any time other than for Ex-factory delivery require the Buyer to provide any relevant documents

for the purpose of verifying the final country/port of destination of the goods and the Buyer undertakes to advise the Seller, upon request, of the country/port of destination of the goods.

22. REMEDIES.

If Seller breaches its warranties as contained herein, or any other provision hereof, Seller’s sole and exclusive maximum liability shall be (at Seller’s option) to repair, replace or credit Buyer’s account for any such goods which are returned by Buyer during the applicable warranty period set forth above, provided that:

1. Seller is promptly notified in writing within seven (7) days of receipt of goods by Buyer that such goods failed to conform to the sample(s) provided by the Seller and on which the Buyer signed acceptance.

2. Buyer provides a detailed explanation with visuals of any alleged deficiencies/faults,

3. such goods are authorized to be returned to Seller by the Buyer and that such return is executed with seven (7) working days from authorization.

4. Seller on receipt will conduct examination of such goods to identify and disclose that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper testing or unauthorized repair.

1. If such goods fail to conform to the applicable warranty, Seller shall reimburse Buyer for transportation charges paid by Buyer for such goods. If Seller elects to repair or replace such goods, Seller shall have a reasonable time to make such repairs or replace such goods, and such repair, replacement or credit shall constitute fulfillment of all liability of Seller to Buyer whether based in contract, tort, indemnity, statutory provision or otherwise.

23. ALTERNATE DISPUTE RESOLUTION

1. Any dispute between the Parties arising from or related to the subject matter of these terms and conditions will

be discussed by selected personnel representing each company and fully authorized to settle the dispute.

2. If neutral Mediator is contracted to resolve the dispute the Mediation fee shall be divided equally between the Parties.

c) If any Party commences Arbitration without first attempting to resolve the matter through Mediation, then in the discretion of the Mediator, that Party shall not be entitled to recover attorneys fees, even if they would otherwise have been available to that Party.

2. Any disputes arising hereunder, which the parties cannot resolve in good faith within three (3) months of the date of written request for Mediation, shall be submitted to a mutually acceptable impartial and neutral arbitrator

2. Each party shall be equally responsible and equally share all costs associated with the preparation and representation by attorneys, or any other persons retained thereby, to assist in connection with any such Arbitration.

24. APPLICABLE LAW

Except as provided in Section 21 above, if legal action is commenced by either party, the validity, construction and performance of these terms and conditions and the legal relations between the parties shall be governed by the Courts of Law of Australia. Seller may commence any action to collect moneys due on account of goods ordered by Buyer hereunder in any court having competent jurisdiction of the subject matter in dispute without resorting first to any alternative dispute resolution.

25. RIGHT TO SEEK INJUNCTIVE RELIEF

Nothing in this Agreement will be deemed to prevent either Party from seeking injunctive relief or any other provisional remedy in an appropriate case in any court of competent jurisdiction of the subject matter in dispute as necessary to

protect either Party’s trade name, proprietary information, trade secrets, trademarks, know how, or any other intellectual property rights

26. LIMITATION OF LIABILITY

In no event will Seller have any liability to Buyer, Buyer’s customer or any other third party, for any incidental, special, exemplary, consequential or punitive damages, lost profits, lost revenue, or any other indirect damages in connection with the production of/sale of goods by Seller, regardless of whether the basis of such liability is in contract, tort, or any other legal or equitable theory.

These limitations will apply notwithstanding the failure of the essential purpose of any limited remedy. In no event will Seller’s total cumulative liability for claims or causes arising out of these Terms and Conditions or the transaction contemplated thereby, exceed the lesser of:

1. the sum paid to Seller by Buyer for goods manufactured for or delivered to Buyer under the applicable purchase order, or

2. One Hundred Thousand Dollars ($100,000.00)

which ever is the lesser.

The existence of more than one claim against the particular goods manufactured for or delivered to Buyer under a purchase order shall not enlarge or extent this limit in multiples nor in value. Where more than one claim is made all claims will be joined and treated as one claim.

Where a claim has been settled and prior to any payment by the Seller, the goods related to in the resolved claim will instantly revert in ownership to the Seller and the Buyer must immediately on demand supply the whole of the goods to the Seller in the same condition as that received and freighted to the Seller at the Buyer’s cost.

27. MISCELLANEOUS

27.1 Notices

Notices will be deemed to have been validly given if delivered personally in writing, telexed, sent by registered air mail, telefaxed or e-mailed followed by a letter copy, to their respective addresses set forth in the Purchase Agreement or to any other address of which the parties hereto may have informed to the other party. A notice or document sent by registered air mail will be deemed to have been received on the 14th day after mailing.

27.2 The Representatives of the parties

All communication between the parties shall be effected through the representatives named in the Purchase Agreement or their substitutes as notified from time to time by either party to the other party. However, all communication concerning any specific order or a specific affiliate or unit of the Purchaser shall be effected directly between the affiliate or unit and the relevant representative of the Supplier.

27.3 Amendments

Amendments to the Purchase Agreement shall only be made in writing with specific reference to the Purchase Agreement and therefore any waiver given by either party to the other in any one instance shall not be deemed an amendment of the Purchase Agreement.

27.4 Entire agreement

The Purchase Agreement and the documents referred to in the Purchase Agreement shall constitute the entire agreement between the parties and it shall precede any other document exchanged between the parties before the date of the Purchase Agreement. No document shall be deemed to be included in the Purchase Agreement without a specific reference.

27.5 Assignment and subcontracting

The Supplier may not transfer or assign the Purchase Agreement or any part of it without the prior written consent of the Purchaser. The Purchaser may freely assign the Purchase Agreement or any part thereof to any company affiliated with the Purchaser by giving advance notice thereof to the Supplier.