TERMS OF SALES AND DELIVERY :

1. GENERAL TERMS : Any order implicates unconditional adhesion to the hereinafter general terms. The latter shall in no way be amended by any opposed stipulation which might appear on purchase orders of the purchaser or in his conditions of purchase. No delivery commitment is definitive until written formal acceptance of our company. Amendments as to the quantities, dimensions and quality stated in the contract or any departure from our general terms will have to be beforehand accepted by All-Wrap Packaging Machinery.

   However, shall a purchaser wish to withdraw from the contract duly concluded, this will be possible only upon our prior consent. As from this moment, the purchaser commits himself to pay All-Wrap a reasonable amount ; at least 20% minimum of the contract price without any counter-part, to indemnify the works already performed by All-Wrap.

   Order fulfillments are subjected to previous favorable results from our enquiries. Shall All-Wrap be ulteriorly informed of the insufficient payment capacity of the purchaser or shall the agreed payment terms not be strictly respected, All-Wrap PM is entitled to deliver the goods only upon receipt of full-payment of the selling price or to withdraw from the contract without delay or without committing itself to the payment of damages.

2. PRICES : Prices stated in any tariff or proposal from All-Wrap to a customer are given in Euros, value added Tax (VAT) excluded. Except where otherwise stated, transportation, insurance and packing costs are to be supported by the purchaser. The prices stated in our order acknowledgement are firm and in no way subject to variations. The applicable taxes are the ones in force at the time of the generating event.

3. PAYMENT : Payments terms are stipulated in our proposals. All the payments stated in the contract shall be punctually respected and shall in no way be postponed by the purchaser as a sign of claim, or subject to a deduction for the same reasons. Shall additional manufacturing’s be revealed to be necessary on the delivery object, payments will also have to be made.

4. DISPATCH : Goods are dispatched to the consignee’s own risks and expenses. This also applies to machine parts delivered on approval.

5. ASSEMBLING : For the installation and start-up of its packaging machines, as well as for the training of the user’s staff at the purchaser’s premises, All-Wrap can appoint at the current daily labor rates one of its engineers. Travel, as well as living expenses at the purchaser’s place are to be supported by the latter. The sending of a All-Wrap engineer remains possible in the limit of our availability, without us therefore guaranteeing the respect of a determined date. Our engineers shall only carry out start-up works. Works preliminary to the installation shall be done by the purchaser’s staff before our engineer’s arrival. Assistants and tools shall be provided to our engineer by the purchaser for the start-up. All-Wrap is entitled to invoice higher rates for waiting hours resulting from insufficient preliminary works.

6. MATERIAL FOR TRIALS : Before shipment, our machines are subject to conscientious trials. The original material as well as a certain quantity of product samples required for the machine regulation and trials shall be delivered on our request by the purchaser to our address free of any charge to All-Wrap.

7. DELIVERY : The delivery of any machine is subjected to the receipt of down-payment by the Accounting Department of All-Wrap. The delivery date specified by All-Wrap shall be understood ex works. The delivery time stated in our order acknowledgement is given for information and shall come into effect only once all the order specifications, notably the technical points have been clearly defined. Obviously, All-Wrap endeavors to comply with the specified delivery times in so far as they lie within its power. No claim for damages, no contract cancellation shall be objected to us for the extension of the delivery time, whatever the latter should be caused by, ‘force majeure’, strikes, exploitation disturbance, lack of manpower, or excess of work. For new or special constructions, All-Wrap is within its own rights to fulfill or not the order, and shall the contract be withdrawn, no claim for damages of any kind shall be objected to us.

8. GUARANTEE : All-Wrap guarantees a construction and fulfillment of quality, as well as a good operation of the machine provided that it is used and maintained correctly. Shall parts resulting from a faulty construction, break or become unusable within 12 months from the date of start-up of the machine, these parts will be free replaced ex-works, within a deadline as short as possible, provided obviously that they have been correctly used. For parts that due to their own nature or to the way they have been used, shall be worn out prematurely, for instance springs, rubber wheels or silicone parts, All-Wrap ensures no guarantee. This also applies to electrical and pneumatic devices as well as any other part that has not been manufactured in our workshops. Any request and notably claim for damages shall be excluded. All-Wrap guarantee entirely expires if without its authorization, modifications or repairing of any kind have been carried-out by third parties. All-Wrap-4SS PM is the only one to be responsible for the delivered equipment and its operation.

9. TECHNICAL DRAWINGS : The technical drawings and documents supplied by All-Wrap do only aim to give a general view and might not in their details exactly correspond to reality. Besides, the dimensions and weights specified do not commit All-Wrap, with the exception of the dimensioned drawings supplied on request once the order has been placed. All-Wrap keeps its own creation and property rights for any drawing, any quotation or any other document supplied by itself, and which shall not be passed onto third parties.

10. PROPERTY RIGHTS : “The delivered goods remain of our property until full payment of the contract price”. Shall not be considered as a payment the delivery of a letter of credit or any other IOU. As from stated agreement, the risks shall be transferred to the purchaser with the delivery. The latter shall therefore account for an insurance covering the risks of damage for the goods he has in his possession. Shall the purchaser fail to full-payment or only honor a part of the whole contract price at the due date, whatever the reason is, All-Wrap PM shall be entitled to request by right and without any formality, the return of the goods at the own risks and expenses of the purchaser.

11. PLACE FOR LEGAL DISPUTES : Legal disputes will be settled at the Commercial Court of Bar le Duc (France) which will be the only one competent whatever the nature, the reason and the place of the dispute are, and whatever the special terms of the sale contract are, even in the event of an appeal for guarantee, or of plurality of the defendants. The law of the French Republic will apply.

             ALL-WRAP 4SS-Packaging Machinery Sarl

            Factory :1 rue de l’Arsenal Zone Industrielle de Chicago 55100 VERDUN France