Verbero Terms of sale

1. Applicability.

   These Verbero Team Terms of Sale (together with the Order, these "Terms of Sale") govern the sale of the goods ("Goods") and customization services ("Custom Services") by Verbero Inc. ("Seller") to the buyer named on an Order (defined below) ("Buyer"). These Terms of Sale prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of an Order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms of Sale.

2. Delivery of Goods and Performance of Custom Services.

   (a) Goods will be delivered within a reasonable time after the receipt of a signed Order, subject to availability of finished Goods and Buyer’s compliance with its obligations under Section 2(b). Risk of loss and title to Goods passes to Buyer upon Seller’s delivery of Goods to the common carrier, FOB Shipping, using Seller's standard methods for packaging and shipping such Goods. Seller shall not be liable for any delays, loss, or damage in transit. Seller may, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of an Order.

   (b) With respect to the Custom Services, Buyer shall (i) cooperate with Seller in all matters relating to the Custom Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Custom Services; (iii) provide such materials or information as Seller may reasonably request to carry out the Custom Services in a timely manner and ensure that such materials or information are complete and accurate; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws as well as the Buyer Content requirements set forth in Schedule A in relation to the Custom Services before the date on which the Custom Services are to start. If Seller's performance of its obligations under these Terms of Sale is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under these Terms of Sale or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

3. Non-Delivery.

   Any liability of Seller for non-delivery of Goods shall be limited to replacing such Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. The remedies set forth in this Section 3 are Buyer's exclusive remedies for any non-delivery of Goods.

4. Inspection and Rejection of Nonconforming Goods.

   Buyer shall inspect the Goods within three (3) days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Goods" means only the following: (a) product shipped is different than identified in Buyer's purchase order; or (b) product's label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods. Solely in the event that Seller requests return of the Nonconforming Goods, Buyer shall ship, at Seller’s expense, the Nonconforming Goods to the address specified by Seller. The remedies set forth in this Section 4 are Buyer's exclusive remedies for any Nonconforming Goods. Except as provided under this Section 4, all sales of Goods to Buyer are made on a one-way basis, and Buyer has no right to return Goods purchased under these Terms of Sale to Seller.

5. Price.

   Buyer shall purchase the Goods and Custom Services from Seller at the prices (the "Prices") set forth in the Order. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.

6. Payment Terms.

   The payment terms for Goods and Custom Services are set forth in the Order. Unless otherwise set forth in the Order, Buyer shall make all payments hereunder by wire transfer or check in U.S. dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms of Sale or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Custom Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller.

7. Limited Warranty.

   (a) All products manufactured by Seller have a limited warranty for 30 days from receipt of Goods ("Warranty Period") for manufacturer defects.

   (b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7(a), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

   (c) Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 7(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

   (d) With respect to any Goods subject to the warranty in Section 7(a) during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods to Seller. The remedies set forth in this Section 7 are Buyer's exclusive remedies for any breach of the warranty set forth in Section 7(a).

8. Limitation of Liability.

   (a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

   (b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER GIVING RISE TO SUCH CLAIM.

9. Termination.

   In addition to any remedies that may be provided under these Terms of Sale, Seller may terminate any Order and/or these Terms of Sale with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under any Order or these Terms of Sale; (b) has not otherwise performed or complied with any of these Terms of Sale, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Provisions of these Terms of Sale which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms of Sale.

10. Force Majeure.

    No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms of Sale, for any failure or delay in fulfilling or performing any term of these Terms of Sale (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of the Order; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) other events beyond the reasonable control of the Impacted Party, provided that the Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.