Controlling terms

Buyer expressly agrees that Seller's Invoice and these Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the products listed in the Invoice and there are no different or additional terms or conditions on the purchase order of the Buyer or in any other prior or subsequent communications of any form that add, modify or change these Terms and Conditions of Sale shall be binding on Seller.

Acceptance of orders

The Seller may accept the buyer's tender offer and will be obliged to supply the applicable Services or Goods in accordance with these terms and conditions, either by executing the acknowledgment of receipt of the order or acceptable electronic transmission, delivery of the Goods to CAI or for any other statement, act or course of conduct that constitutes acceptance under applicable law.

Prices

Unless otherwise indicated on the face of the invoice, all prices are quoted on a per pound basis. Buyer is responsible for any tax or government charges imposed upon the sale or transfer of the Product. Buyer shall not have any right to set off any amounts due hereunder against any amounts which may become payable to Seller under any other agreement.

Delivery

Unless otherwise noted on the front of the invoice, all prices are quoted in colones or dollars, depending on the display of the same in the application. The buyer is responsible for any tax or government charges imposed on the sale or transfer of the product. The Purchaser shall not be entitled to offset the amounts due hereunder, against any amounts that may be payable to Seller under any other agreement.

Transportation and risk of loss

The shipping method and route are at Seller's discretion. The title of the Product passes to the Buyer when the Product is delivered to the selected carrier, even if the Seller made a nonconforming bid. Buyer attempts to revoke acceptance of the Product or Buyer rejects this document once the Products have been identified.

Cancellation or modification

Any order placed and accepted by the Seller may be canceled by the Buyer only with the approval of the Seller in a writing signed by an officer of the Seller and on terms that indemnify Seller against any loss. The seller will not accept cancellations of orders once a product has been delivered to a carrier, without charging a cancellation fee of twenty five percent (25%) of the value of the order to recover the costs of recovery incurred. The seller will not accept cancellations of special orders of non-standard products, without prices. Seller may cancel all or part of this order and discontinue its performance hereunder without liability to Buyer in the event that Buyer materially breaches this contract, becomes insolvent, is subject to bankruptcy protection or is an object settlement procedure, similar procedure.

Taxes

The buyer is responsible for any governmental tax or charge imposed on the sale or transfer of any product. Such government taxes or charges will be added to the total invoice amount. All prices are FOB seller's facilities. The applicable freight costs will be added to the invoice.

Warranty and disclaimer

Seller warrants that the Product purchased is free from defects in materials and workmanship at the time of delivery. If an analysis is indicated on the face of the Invoice, it is not intended to be a complete analysis and should not be considered as a specification or guarantee, unless specifically specified in writing to be such.

Limitation of liability

Buyer acknowledges and agrees that the seller's liability for any claims with respect to the products shall not exceed the amount paid by the buyer for the products under the invoice. Such limitations on the seller's liability hereunder shall apply even if the liability of the seller is due in whole or in part to his own negligence. Any action by or on behalf of the Buyer or its successors or assigns for breach of this document must commence within one (1) year after the cause of action as accumulated.

Return of material

Upon delivery of the Product, Buyer shall have five (5) days to inspect the Product and notify Seller in writing of any defective merchandise or other cause of refusal. Buyer agrees that the five (5) day period provides Buyer with a reasonable opportunity to inspect the Product. Said notification shall identify each and every one of the reasons for any rejection of the Product. Buyer's failure to refuse the Product within that five (5) day period shall constitute a waiver of Buyer's right of inspection and irrevocable and unenforceable acceptance of the Product by Buyer.

Indemnity

Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related companies from and against any claim, loss, liability, damages and expenses including, but not limited to, attorney's fees and defense costs arising out of, in connection with or in any way related to or alleged to arise from or from any deficiency or defect asserted in the Product caused by any alteration or modification thereof by the Buyer with or without Seller's consent or improper handling or storage by the Buyer, breach of any term or condition stated herein, the fact that the Purchaser has not labeled the Product or improperly labeling the Product on the part of the Buyer, whether or not the labeling was made with or without Seller's advice or any act or omission of Buyer including any Claim or result d or any damage to the person) or damage to property or for economic loss, comparative or multiple negligence, breach of contract, breach of warranty or other breach of duty or by Indemnitee or as a result of strict liability or another product of Indemnity. The foregoing indemnity shall not be construed to eliminate or otherwise reduce any other indemnity or right that the Indemnitee has by law.

Payment

Credit or Debit Card in the act of payment of the Shopping Cart, by means of BAC CREDOMATIC of Costa Rica, supplier of the e-commerce service of the brands Visa, MasterCard and American Express, whether of total discharge or in modalities of Rate Zero or Miniquotas (for Buyers within the national territory). Any inconvenience with regard to payment means must be verified by the Buyer with the bank issuing his card, covered by the collateral locking policies without the present card held by the issuer.

Governing law and arbitration

This document will be interpreted and governed by the law of Costa Rica, excluding its conflicts of laws.