GENERAL TERMS AND CONDITIONS OF PURCHASE ORDER

1. PURCHASE TERMS

a) These terms and conditions of purchase (these “Terms”) are the only terms that govern the purchase of products (“Products”) by Mujin Corp. (“Mujin”) from the seller named on the purchase order attached to these Terms (“Seller,” collectively the “Parties”). Notwithstanding anything to the contrary, if a written, master agreement is in existence covering the sale of the Products (a “Master Agreement”), the terms and conditions of such Master Agreement shall prevail to the extent they are inconsistent with these Terms.

b) The accompanying purchase order (the “Purchase Order”) and these Terms together with the Master Agreements (if any), comprise the entire agreement between the parties. Fulfillment of this Purchase Order constitutes acceptance of these Terms.

c) Mujin may, by written notice to Seller, change the Purchase Order with respect to any one or more of the following: (i) quantity of Products; (ii) method of shipping or packaging; (iii) delivery schedule; (iv) the delivery location (as defined below); and (v) Product designs or If any such change increase or decrease the cost of, or the time required for, performance of the Purchase Order, Seller may request in writing an equitable adjustment of the price and/or delivery schedule within five (5) calendar days after Seller’s receipt of the notice of change.

d) Mujin may cancel any Purchase Order or portion thereof, without charge, upon written notice to Seller at least 20 business days prior to the Delivery Date specified in such Purchase Order. However, if the Purchase Order contains bespoke Products customized for Mujin, then the Purchase Order cannot be cancelled.

2. DELIVERY

a) Quantity and Delivery Date.  Seller shall deliver Products that fully comply with specifications stated in the Purchase Order.  Seller shall deliver Products in the specified quantities on the date(s) (the “Delivery Date”) and to the Delivery Location specified in the Purchase Order.  Mujin has the right to return any Products delivered more than fifteen (15) days prior to the Delivery Date at Seller’s expense and Seller shall redeliver such Products on the Delivery Date. If Seller delivers more than the quantity of Products ordered, Mujin may reject all or any excess Products. Any such rejected Products shall be returned to Seller at Seller’s sole risk and expense. If Mujin accepts the delivery of Products at an increased or reduced quantity, the total Price for the Products shall be adjusted on a pro-rata basis. If Seller delivers fewer than the quantity of Products ordered, and Mujin does not rescind the applicable Purchase Order pursuant to Paragraph 5, Seller shall deliver any deficient quantities on an expedited basis.

b) Seller shall deliver the Products with all due diligence and expedition, consistent with personal and public safety and with the schedule set forth in the applicable Purchase Order, recognizing that time is of the essence for performance of the Purchase Order.

c) Packaging Instructions. Seller shall pack all Products for shipment according to Mujin’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition. Damage resulting from improper packaging shall be charged to Seller. Seller must provide Mujin prior written notice if it requires Mujin to return any packaging material.

3. SHIPPING

Unless otherwise agreed by the parties, Seller shall pay for packaging, transportation, insurance and customs duties and fees associated with shipment of the Products to the Delivery Point. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence, and any other documents pertaining to the Purchase Order.

4. TITLE AND RISK OF LOSS

Title and risk of loss or damage to the Products acquired hereunder shall pass to Mujin when such Products are duly delivered to Mujin’s Delivery Location. All delivery Incoterms shall be DAP Delivery Location.

5. INSPECTION AND ACCEPTANCE

Delivery of Products shall not be deemed acceptance of such Products by Mujin. Mujin shall have a commercially reasonable time to inspect or test the Products, report any nonconformance to Seller and/or reject any such shipment of Products in nonconformance as defined in this paragraph. Upon passing Mujin’s inspection, the Products will be deemed accepted.

a) Products that do not meet all the requirements set out in relevant Purchase Order shall be deemed not in conformance. Mujin may inspect all or a sample of the Products. If Mujin determines that an unreasonable number of Products in a shipment are in nonconformance, Mujin may: (i) accept a portion of the Products and reject others; (ii) reject the Products entirely and require replacement of the rejected Products; or (iii) return all Products and cancel the PO.

b) If Mujin requires replacement of the Products under paragraph 5(a) above, Seller shall, at its expense, within five (5) business days of receiving Mujin’s notice, replace the Products in nonconformance and pay for all related expenses.  Mujin shall have the right to conduct further inspections after Seller has carried out remedial actions. Seller shall also pro-actively advise Mujin if Seller becomes aware of any quality related issues that may affect the conformance of the Products.

6. PRICE

The price of the Products is the price stated in the Purchase Order (the “Price”). No increase in the Price is effective, whether due to increased material, labor or transportation costs or for any reason at all, without the prior written consent of Mujin.

7. PAYMENT TERMS

Mujin shall pay all properly invoiced amounts due to Seller within sixty (60) days after Mujin’s receipt of such invoice, except for any amounts disputed by Mujin in good faith (including if Products are found to be nonconforming or defective pursuant to Paragraph 5). Without prejudice to any other right or remedy it may have, Mujin reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Mujin to Seller. In the event of a payment dispute, Mujin shall deliver a written statement to Seller prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under thie Purchase Order notwithstanding any such dispute.

8. CONFIDENTIAL INFORMATION

From time to time, either party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) information about its business affairs, Products and services, forecasts, confidential information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”).   The Receiving Party shall, for 10 years from receipt of such Confidential Information: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and  (iii) not disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms.

9. WARRANTIES

Seller warrants to Mujin that for a period of twelve (12) months from the Delivery Date, all Products shall: (i) be free from any defects in workmanship, material and design; (ii) conform to applicable specifications, drawings, designs, samples and other requirements specified by Mujin; (iii) be fit for their intended purpose and operate as intended and be merchantable; (iv) be free and clear of all liens, security interests or other encumbrances; and not infringe or misappropriate any third party’s patent or other intellectual property rights.  These warranties survive any delivery, inspection, acceptance or payment of or for the Products by Mujin. If Mujin gives Seller notice of a warranty claim pursuant to this paragraph, Seller shall, at its own cost and expense, within thirty (30) days replace or repair the defective or nonconforming Products and pay for all related expenses. If Seller is unable to replace or repair such Products within thirty (30) days, it shall provide notice thereof to Mujin, and Mujin may, in Mujin’s sole discretion, request a refund for such Products, which refund shall be made in full by Seller within thirty (30) days after request by Mujin.

10. INDEMNIFICATION

Seller shall indemnify, hold harmless, and defend Mujin, its subsidiaries, affiliates, successors or assigns, and its and their respective directors, officers, shareholders, agents and employees against any suit or proceeding and any damages or liability therefrom or settlement thereof (including reasonable attorneys’ fees and related costs) to the extent (i) based on a representation or warranty concerning a Product made by Seller, (ii) relating to any breach or alleged breach of these Terms, (iii) any breach of confidentiality, or (iv) based on a claim of death, injury or property damage caused by a Product, or any negligent, intentional, willful or other unlawful or wrongful act or omission on the part of Seller, its employees or agents. Mujin may, at Mujin’s option, participate and appear on an equal footing with Seller in such claim, suit or proceeding. Seller may not settle a claim, suit or proceeding without the prior written approval of Mujin.

11. LIMITATION OF LIABILITY

NEITHER PARTY NOR ITS REPRESENTATIVES IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES, OR LOSS OF REPUTATION-RELATED DAMAGES.  THIS MUTUAL WAIVER SHALL INCLUDE ALL CLAIMS ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS.  THIS MUTUAL WAIVER SHALL NOT APPLY (I) SELLER’S OBLIGATIONS TO INDEMNIFY MUJIN FOR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OR (II) EITHER PARTY’S FRAUD, INTENTIONAL/WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF LAW.

12. COMPLIANCE WITH LAW

Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms. Seller shall comply with all export and import laws of all countries involved in the sale of the Products under these Terms. Seller assumes all responsibility for shipments of Products requiring any government import clearance. 

13. TERMINATION

Mutual Termination Rights. Either party may terminate these Terms or any Purchase Order upon written notice to the other party if: (i) the other party materially breaches any material term or condition of these Terms or any Purchase Order and fails to correct the breach within thirty (30) days following written notice specifying the breach; (ii) the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such a receiver, trustee or liquidator is appointed; any petition for bankruptcy, is adjudicated insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors or seeks to take advantage of any law relating to relief of debtors.  Termination for Convenience:  Mujin may terminate these Terms without cause upon thirty (30) days’ written notice; provided, however, Mujin may only exercise this right if there are no outstanding Purchase Orders.

14. RELATIONSHIP BETWEEN THE PARTIES

These Terms shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; the parties shall at all times be and remain independent contractors.

15. ASSIGNEMENT

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under these Terms without the prior written consent of the other Party. Any purported assignment or delegation in violation of this paragraph shall be null and void.

16. AMENDMENT

These Terms may not be modified or amended except in a writing, signed by an authorized representative of each party, expressly stating that these Terms is being amended; no other act, document, usage or custom shall be deemed to amend or modify these Terms.  Any terms or conditions on a quote, invoice, or other similar document from Seller related to these Terms are voidable by Mujin.

17. SOLE REMEDY

If Mujin terminates the Purchase Order for any reason, Seller’s sole and exclusive remedy is payment for the Products accepted by Mujin prior to termination.

18. SEVERABILITY

In the event that any provision of these Terms (or any portion hereof) is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or portion thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be severed and deleted, while the remainder of these Terms shall continue in full force and remain in effect according to its stated terms and conditions.

19. SURVIVAL

The parties’ rights and obligations under shall survive any expiration or termination of these Terms in accordance with their terms.

20. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of Delaware without regard to its conflict of law rules.

21. DISPUTE RESOLUTION

Both parties shall attempt to resolve any controversy, claim or dispute arising out of or relating to these Terms through executive-level good-faith discussions.  If the parties are unable to resolve such controversy, claim or dispute through such good-faith negotiations, the Parties agree to mediate before a mutually agreed to mediator in Atlanta, Georgia.  If the mediation does not produce a settlement, the Parties agree to arbitrate before the American Arbitration Association (AAA).  The prevailing party in any arbitration action shall be awarded reasonable attorneys’ fees and costs.

22. NOTICE

Any notice to be given under these Terms must be in writing and delivered by email or overnight courier (UPS, FedEx) to:

To Mujin:   Mujin Corp. Attn:  Daigo Otobe 7250 McGinnis Ferry Rd Suwanee, GA 30024 Daigo.Otobe@mujin-corp.com   With a CC to: Joseph.Wolenski@mujin-corp.com

To Seller:

23. COUNTERPARTS

These Terms may be executed in one or more counterparts, with the same effect as if the parties had signed the same document.  Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one purchase order agreement.