Jungk Nguyen Innovation, LLC

(Including JNI Armor and JNI SmartGlass)
Terms and Conditions of Sale

1. General. The products and services offered for sale by Jungk Nguyen Innovations, LLC (dba as “JNI Armor or JNI SmartGlass” and  herein JNI, LLC”) are sold subject to acceptance of the terms and conditions stated herein (the “Agreement”), unless a Distribution Agreement, Sales Agreement, Master Purchase Agreement or similar signed Agreement exists between JNI, LLC and buyer, in which case the terms of that agreement take precedence over any similar terms contained herein and are incorporated herein by reference. Any order placed by buyer shall be deemed an acceptance of an offer to sell by JNI, LLC under these terms and conditions, and any proposal by buyer, whether contained on buyer’s purchase order or any document submitted by buyer, for additional or different terms, or any attempt by buyer to vary in any degree any of these terms and conditions is hereby objected to and rejected.

2. Prices, Taxes and Payment. JNI, LLC reserves the right to change the prices and specification for its products at any time without notice. Product prices will be set out in a separate price list, which may be updated by JNI, LLC from time to time and for the purpose of determining the price to be paid by buyer to JNI, LLC in respect of an order. Any tax, duty, custom, or other fee of any nature imposed upon this transaction by any federal, state, or local government authority shall be paid by buyer in addition to the price quoted or invoiced. In the event JNI, LLC is required to prepay any such tax, buyer will reimburse JNI, LLC. Payment terms shall be net thirty (30) days from the date of delivery (with approved credit), without any right of set-off. In the event buyer’s credit is not approved by JNI, LLC, buyer shall pay for each purchase of product by prepaid wire transfer or such other terms as JNI, LLC shall provide from time to time. Invoices not paid in full when due will incur interest at a rate of two and one-half percent (2.5%) per month finance charge assessed against the unpaid balance from the date of invoice until the date of payment. JNI, LLC may also refuse to sell to any person or company until overdue accounts are paid in full.

3. Purchase Orders. Buyer shall order product via electronic or written purchase order to JNI, LLC. Each purchase order shall specify the purchase order number, order date, buyer name and address, shipping method, shipping name and address, customer item number, JNI, LLC item number, description of item, buyer requested delivery date, quantity, unit price, total item price, and total purchase order price. All orders must be placed in batch quantities, as stipulated by JNI, LLC. Any orders not placed in specific batch quantities will be charged a per unit fee to satisfy batch quantity in full. JNI, LLC may reject any such order in whole or in part, all in its sole discretion.

4. Delivery and Shipment. JNI, LLC will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that JNI, LLC accepts no liability for any losses or for general, incidental, special or consequential damages arising out of delays in delivery. All requests for expedited delivery shall be subject to additional fees at JNI, LLC’s discretion.

5. Risk and Title of Shipments. Risk of loss and title in any shipment of the products shall pass to buyer on an FOB (Incoterms 2010) basis (for shipments by vessel) or EXW (Incoterms 2010) JNI, LLC’s facilities. All shipment costs shall be paid by Buyer, and if prepaid by JNI, LLC, the amount thereof shall be reimbursed to JNI, LLC.

6. Exports. Buyer represents that it will not export, either directly or indirectly, any product or service provided by JNI, LLC to any country outside the United States of America, without prior written approval from JNI, LLC, the applicable office of the U.S. State Department, or other applicable U.S. Government Agency.

7. Compliance with Laws. If so permitted by JNI, LLC, Buyer shall be responsible for obtaining any necessary import licenses or permits necessary for entry of the product into the country of the shipping destination and for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with any importation of the product. Notwithstanding any other provision of this Agreement, JNI, LLC shall not be required to honor any purchase order if such performance will or is likely to result in a breach of any law or obligation. Buyer shall comply with 1) all applicable laws, rules and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), 2) all terms and conditions of this Agreement, and 3) appropriate ethical standards.

8. Inspection. Buyer shall be responsible for inspecting all products shipped hereunder prior to acceptance, provided that if buyer shall not have given JNI, LLC written notice of rejection within 20 days following shipment to buyer, the products shall be deemed to have been accepted by buyer.

9. Warranty. The products shall be covered by the applicable JNI, LLC express limited warranty issued from time to time by JNI, LLC, as applicable to the relevant product. The express limited warranty is the sole and exclusive warranty made by JNI, LLC with respect to the products. The express limited warranty does not cover defects or damage caused to product by buyer or any third party, or any product that has been purposefully modified in any way by buyer. NO OTHER EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FAILURE TO CLOSELY FOLLOW ALL WARNINGS AND INSTRUCTIONS WILL VOID ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY BALLISTIC PERFORMANCE WARRANTY AND COULD LEAD TO SERIOUS INJURY OR DEATH.

10. Returned Goods. Any request to return products will be governed by the applicable JNI, LLC express limited warranty issued from time to time by JNI, LLC. A Return Materials Authorization (“ RMA”) number must be obtained from JNI, LLC, under the terms and conditions laid out in the express limited warranty, prior to returning any product.

11. Cancellation Prior to Shipment. In the event buyer requests that an order for products or services which it has placed with JNI, LLC be cancelled prior to shipment, and with which request JNI, LLC agrees, buyer shall be liable to JNI, LLC for all costs incurred by JNI, LLC as a result of such cancellation, including but not limited to, cost of any finished goods or work in process and the raw materials thereof, cancellation costs to suppliers and unreimbursed advances on goods, if any, together with any specifically identifiable incidental and consequential expenses.

12. Resale. Buyer agrees its purchase of any products is for the purpose of sales to or use customers previously approved by JNI, LLC. Buyer shall not make any statements as to the quality or manufacture of the product or make any promises or guarantees with reference to the product other than those expressly set forth in any promotional material supplied by JNI, LLC or as otherwise approved by JNI, LLC. Buyer agrees any use of JNI, LLC’s logos, trademarks or trade names must be expressly authorized in writing by JNI, LLC prior to usage. If such authorization is given, buyer agrees to abide by all terms of JNI, LLC’s brand guidelines.

13. Governing Law. This Agreement shall be governed by the laws of the State of California, U.S.A., without giving effect to any conflict of law provision that would cause the application of the laws of any other jurisdiction. Both parties disclaim the application of the UN Convention on Contracts for the International Sale of Goods. Disputes relating to this Agreement will be resolved exclusively in the relevant courts in Orange County California, and the parties to this Agreement hereby expressly consent to service of process in any such court.

14. Limitation of Liability. In no event shall JNI, LLC (including its affiliates, related companies and subsidiaries) be liable for anticipated or lost profits or for special, punitive, indirect, incidental, or consequential damages. JNI, LLC’s total liability for any claim of any kind whatsoever for loss or damage arising out of or in connection with or resulting from this Agreement or from the performance or breach thereof shall in no case exceed the price allocable to the products or services which give rise to claim.

15. Confidentiality. “Confidential Information” as used in these terms shall mean any and all confidential or proprietary knowledge, data or information, in any form whatsoever, whether provided by either party prior to the execution of this Agreement or subsequently. During the course of business transactions and at all times thereafter, each party and its representatives will hold and maintain the other party’s Confidential Information strictly confidential, and will protect the other party’s confidential information from unauthorized disclosure or dissemination to, and use by, any third party without the prior written consent of the owner.

16. Assignment. Buyer shall not assign its rights or its obligations under this Agreement without the written consent of JNI, LLC.

17. Force Majeure. JNI, LLC’s performance shall be excused in the event of strikes, accidents, fires, unavailability of material and all other causes beyond the control of JNI, LLC.

18. Indemnification. Buyer agrees, at its own cost, to indemnify, defend and hold harmless JNI, LLC, its affiliates, related companies and respective officers, directors, employees, and agents from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses, including without limitation fines, penalties, legal and other professional fees and expenses, arising out of or resulting from acts or omissions or deemed acts or omissions of buyer, including without limitation the sale of product to buyer’s customers.

19. General Provisions. The failure of JNI, LLC to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time performance by buyer of any of the provisions herewith shall in no way be constructed to be a waiver of any such provision. This Agreement contains the complete and exclusive statement of the agreement between the parties in connection with the subject products and/or services and supersedes any previous understandings, communications, commitments or agreements, oral or written. With respect to the terms, conditions or performance of this Agreement the parties are independent contractors; neither is an agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. Any provision of this Agreement that is invalid or unenforceable under applicable laws with respect to a particular party or circumstance will be served from this Agreement with respect to such party or circumstance without invalidating the remainder of this Agreement or the application of such provision to other persons or circumstances. The headings used in this Agreement have no legal effect.