Tissin USA LLC Terms & Conditions

TERMS AND CONDITIONS OF SALE

Tissin USA LLC

1. GENERAL

These Terms and Conditions of Sale (“Terms”) apply
to all quotations, sales, and deliveries of products and services by Tissin USA
LLC (“Seller”) to any purchaser (“Buyer”). By placing an
order, Buyer agrees to be bound by these Terms.

2. PRICES; PAYMENT TERMS

Unless otherwise agreed by Tissin USA LLC in writing, the
purchase price for Products (“Price[s]”) shall be set out in the applicable
Quote. Prices exclude sales tax. It has been assumed that the Customer shall
provide a valid tax exemption certificate where applicable.

Prices are subject to change in the event of any material
increase in the costs of energy or raw materials between the date of the Order
and the date of shipment. Prices are also subject to change or adjustment if
the imposition of new tariffs, duties, taxes, or similar charges, or the
increase in existing tariffs, duties, or charges (collectively, “Tariff
Changes”), result in an increase to Tissin USA LLC’s cost for the goods or
products. Tissin USA LLC is not obligated to deliver the goods and/or services
until an agreement on a new Price has been reached.

Payment in full shall be made in United States currency
following the date of invoice in accordance with the terms set forth on the
applicable Order. Invoices shall be sent to the address specified in the Order.

Should the Customer dispute any invoice, Customer shall
notify Tissin USA LLC of the nature of the dispute in writing within fifteen
(15) days of the invoice date. If Customer does not notify Tissin USA LLC of
any dispute within fifteen (15) calendar days of the invoice date, then the
invoice shall be deemed accepted and payment shall be due in accordance with
these Terms and Conditions. Notwithstanding any dispute, the Customer shall
timely pay the undisputed portion of any invoice.

If Customer is delinquent in its payment obligations,
Customer shall pay, in addition to the delinquent payment, a late charge equal
to the lesser of one and one-half percent (1.5%) per month or any part thereof
or the highest applicable rate allowed by law, plus Tissin USA LLC’s attorneys’
fees and court costs incurred in connection with collection.

Customer acknowledges that Tissin USA LLC has the right to
reassess Customer’s creditworthiness from time to time. Unless expressly
prohibited by law, in the event of a decline in Customer’s creditworthiness, as
determined in Tissin USA LLC’s reasonable discretion, Tissin USA LLC may, upon
fifteen (15) days’ written notice, revise the payment terms between the
parties.

3. ORDER ACCEPTANCE

All orders are subject to acceptance by Seller. Seller
reserves the right to reject any order for any reason.

4. DELIVERY OF PRODUCTS

Delivery terms are F.O.B., freight collect, when shipping from
Ohio warehouse and EXWORKS FACTORY, Freight Collect (South Korea) (INCOTERMS
2010) when shipping from the South Korea factory.

All shipping arrangements are the responsibility of the
Customer and all equipment shipped will be shipped freight collect on
Customer’s account, unless otherwise agreed to in writing.

Customer is responsible for all transportation charges to
and from Tissin USA LLC., including but not limited to, packaging, courier
charges, and any import and or export custom duty fees and taxes.

Any requests for prepay and add shipments will be subject to
the standard freight rate of the courier and or forwarding agent and a handling
fee.

Customer bears all risk for such shipment to and from Tissin
USA LLC, and after the delivery to the carrier or forwarding agent.

Any specified delivery dates are approximate only and not
guaranteed. Tissin USA LLC shall not be liable for any delays howsoever caused,
nor can the delivery dates be made of the essence by any written notice or
communication. Reasonable endeavors will be made to meet delivery dates, but Tissin
USA LLC shall not be liable for any failure to do so and any consequent right
of Customer to repudiate the Order is expressly excluded.

In the event the Products arrive to the Customer damaged,
the Customer must note such damages on the bill of lading issued by the
carrier. If the Customer does not include a note regarding such damages on the
bill of lading with the carrier, Tissin USA LLC shall not be liable for any
such damages however caused.

Tissin USA LLC may, at its option and in its sole
discretion, deliver the Products in one or more installments. If the Products
are delivered/completed in installments, Tissin USA LLC shall be entitled to
invoice for each installment as and when each installment is
delivered/completed.

5. INSPECTION AND ACCEPTANCE

Buyer must inspect products upon receipt and notify Seller
in writing of any defects, shortages, or damages within five (5) business days.
Failure to do so constitutes acceptance of the products.

6. RETURNS

Returns require prior written authorization from Seller
(RMA). Approved returns may be subject to a restocking fee of up to 25%. Custom
or special-order products are non-returnable.

7. WARRANTY

All products sold by Tissin USA LLC are subject to the
standard warranty provided by the manufacturer, Tissin Co., Ltd. Tissin USA LLC
does not provide any independent warranty and expressly passes through the
manufacturer’s warranty to the Buyer.

Warranty coverage, duration, and remedies shall be as
defined by Tissin Co., Ltd and may vary by product. Buyer is responsible for
reviewing and complying with the manufacturer’s warranty terms, including
proper installation, operation, and maintenance requirements.

Tissin USA LLC’s sole responsibility shall be to assist, on
a reasonable-efforts basis, in facilitating warranty claims with Tissin Co.,
Ltd. Final determination of warranty eligibility and resolution rests solely
with the manufacturer.

This warranty does not cover, and Tissin USA LLC shall have
no responsibility for:

• Improper
  installation or maintenance
• Misuse
  or abuse
• Unauthorized
  modifications
• Normal
  wear and tear

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL TISSIN USA LLC BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHETHER OR NOT BASED UPON TISSIN
USA LLC’S NEGLIGENCE, BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY
OTHER CAUSE OF ACTION ARISING, DIRECTLY OR INDIRECTLY, IN RESPECT TO THE
PRODUCT OR SERVICES PURCHASED FROM TISSIN USA LLC, OR THE USE OR FAILURE
THEREOF, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY OR
PROFITS.

UNDER NO CIRCUMSTANCES SHALL TISSIN USA LLC’S AGGREGATE
LIABILITY ARISING OUT OF OR IN CONNECTION WITH AN ORDER EXCEED THE AMOUNT PAID
UNDER THE ORDER FOR THE PRODUCTS AND SERVICES PROVIDED BY TISSIN USA LLC.

9. APPLICABLE LAW; FORUM

The parties agree that unless otherwise agreed in writing,
these Terms and Conditions shall in all respects be governed by and construed
in accordance with the laws of the State of Ohio. Customer agrees to comply
with all legal requirements applicable to Customer.

Any legal suit, action, or proceeding arising out of or
relating to an Order or these Terms and Conditions shall be instituted in the
federal courts of the United States of America or the state courts in the State
of Ohio, and each party irrevocably submits to the exclusive jurisdiction of
such courts in any such suit, action, or proceeding.

No action in law or equity arising out of any Quote, Order
or these Terms and Conditions may be brought by Customer more than one (1) year
after the cause of action has first arisen.

The rights and obligations herein shall survive completion
of the final payment under an Order.

10. TECHNICAL SUPPORT

Any technical assistance or advice provided by Seller is
given in good faith but without warranty. Buyer is responsible for verifying
suitability for its application.

11. COMPLIANCE

Buyer is responsible for compliance with all applicable
laws, regulations, and industry standards, including installation and use in
hazardous locations.

12. FORCE MAJEURE

Tissin USA LLC shall neither be liable for loss, damage,
detention or delay nor be deemed to be in default for failure to perform when
prevented from doing so by causes beyond its reasonable control, including but
not limited to acts of war (declared or undeclared), acts of God, fire, strike,
pandemic, labor difficulties, acts or omissions of any governmental authority
or of Customer, compliance with government regulations, insurrection or riot,
embargo, delays or shortages in transportation or inability to obtain necessary
labor, materials, or manufacturing facilities from usual sources or from
defects or delays in the performance of its suppliers or subcontractors due to
any of the foregoing enumerated causes.

In the event of a delay due to any such cause, the date of
delivery will be extended by a period equal to the delay plus a reasonable time
to resume production. Seller shall not be liable for failure or delay in
performance due to causes beyond its reasonable control, including acts of God,
war, terrorism, labor disputes, pandemics, or governmental actions.

13. ENTIRE AGREEMENT

These Terms constitute the entire agreement between Seller
and Buyer and supersede all prior agreements or understandings.

14. MODIFICATIONS

Seller reserves the right to modify these Terms at any time.
Updated Terms will apply to all future orders.