TERMS AND CONDITIONS

1. Contract Price – Defined: Base price together with approved alternates, fabrication, and VAT. Buyer acknowledges Seller is the supplier of goods and is not acting as the Buyer's architect, engineer, contractor, or installer. All references to Seller refer to Construction Material & Services (hereinafter “Seller”). The following terms and conditions shall apply to any and all sales between the Seller and the Buyer and shall not be waived, modified or amended without the express written consent of the Seller's President. Terms contained within any other purchase order or agreement issued by Buyer conflicting with these Terms and Conditions shall be of no force and effect. All sales by Seller of any nature to Buyer shall be made under the provisions of this Agreement. Any documents that Buyer may use for its convenience including, but not limited to, purchase orders or sales acknowledgement forms shall be deemed to be for the administrative convenience of Buyer only, and this Agreement as well as the terms and conditions as stated in Seller's invoices and bills of lading shall supersede and take precedence over any of Buyer's terms and conditions which may be contained on any such forms. All orders are subject to approval and acceptance by Seller.

2. Specifications and Compliance: The specifications as detailed in this Contract and Purchase Order shall apply in all instances, including, but not limited to, where the related drawings indicate a specification or addition to the contrary. The Buyer, evidenced by signing the Purchase Order, accepts this provision and is solely responsible for the accuracy of the specifications as detailed in this contract. That is, it is the sole responsibility of the Buyer to verify the specifications as contained in this contract. Conformity and any non-conformity shall be interpreted in favor of the specifications in this contract.

3. Payment and Delivery: 50% (Fifty Percent) of the contract price is required to be paid by Buyer with cash or cashier's check, payable to Seller or its assigns as deposit at time of purchase. Any balance due on the purchase price shall be paid by Buyer upon Seller’s notification on order completion. It usually takes THREE weeks from the day of purchase to deliver an order including less than twenty (20) pieces (windows or/and door). It usually takes FOUR to SIX weeks from the day of purchase to deliver an order including more than twenty (20) pieces (windows or/and door). Buyer shall make a clear statement if an earlier delivery is expected. Seller will exercise good faith in working toward requested delivery dates, but does not guarantee date of delivery and in no event shall be responsible for delay damages. No statements made by Seller's agents or employees with regard to delivery dates shall be binding on the Seller. Except where payment has been made in full at time of purchase, Payment shall be required immediately upon the completion of orders. Delivery service can be organized upon request but only at Seller’s convenience.

4. Limited Warranty: Seller warrants only that its products are free from defects in materials and workmanship on the date of delivery from its plant. Seller doesn’t warrant any malfunction caused by improper installation. The Seller's obligations under this warranty shall be limited to repairing or replacing (but not dismantling and installing) such products which prove to be defective within one (1) year from the date of the original delivery by Seller, provided, however, Buyer has performed maintenance for the general upkeep of the product. Any products repaired or replaced shall be subject to warranty only for the remainder of the time applicable to the original warranty period. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS CONTRACT, INCLUDING ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF ANY KIND WHATSOEVER. Seller shall determine, in its sole discretion, whether correction of any defect or failure under this warranty shall be by repair or replacement. Seller's liability shall not arise unless repairs are made under the supervision of, or with written approval, of Seller.

5. Forfeiture: Buyer may have placed on deposit with Seller an amount as described on the front of this Contract. This deposit is required for the purchase of items under this contract. Therefore, in the event of cancellation or other breach of Buyer's obligations under this Contract, the deposit or a portion thereof may be retained by Seller as compensation for costs of materials, restocking or resale of affected items. Buyer agrees that this represents the approximate damage to Seller due to the breach of Buyer and is not intended in any manner to be a penalty.

6. Governing Law: This Contract shall be governed by and construed according to the laws of the Commonwealth of Dominica.

7. Jurisdiction and Venue: Notwithstanding the Arbitration Clause, it is agreed by and between Buyer and Seller that all disputes or other matters whatsoever arising under, in connection with or incident to the Contract shall be litigated, if at all, in and before a court located in the Commonwealth of Dominica to the exclusion of the courts of any other state, territory or country.

8. Costs and Expenses: In the event Buyer fails to pay to the Company any sums due or in any manner defaults or breaches the terms and conditions of this Contract, or threatens to do same, or in the event it becomes necessary for Seller to employ a debt collector to collect any sums due or to employ an attorney to enforce any provision of this Contract, obtain injunctive relief, collect damages on account of a breach or threatened breach of this Contract, or if Seller prevails in a court action commenced by Seller or Buyer, Buyer shall pay to Seller, Seller's attorney fees, debt collection fees and all consequential expenses and costs.

9. Separability Provisions: Each provision of this Contract shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Contract which are valid.

10. Entire Agreement: These Terms and Conditions, the scope of work stated on the face of this Sales Order as well as Seller's Invoice including their respective terms and conditions contain the total agreement of the parties and all agreements relating to the purchase and sale of the product entered into prior to or contemporaneously with the execution of this Contract are excluded whether oral or in writing.

Construction Material & Services Ltd. T/A Dragon Windows
Woodbridge Bay, Fond Cole, P. O. Box 1904, Roseau, Dominica
 Tel: 767-448-0253 Cell: 767-275-7372 Email: sales@dragonwindows.com