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Sales by GINGER (“Seller”) to purchaser (“Buyer”) are governed by these Terms & Conditions, which may not be varied by any unilateral writing of the Buyer without the expressed written consent of the Seller. Our acceptance of your order is conditioned upon the application of these term and conditions to the order. Any terms and conditions that you may propose in connection with your order that are additional or different from these terms and conditions are deemed material and are hereby rejected.

1. PRICES:

Prices are subject to change without notice and are exclusive of any shipping, delivery, packaging or handling charges that might apply.


2. TERMS OF DELIVERY:
Seller’s products ("Products") are offered Ex-Works GINGER, unless otherwise specifically agreed in writing. Risk of loss of Products shall pass to Buyer upon delivery to carrier at place of shipment. Title shall also pass to Buyer upon delivery thereof, subject to our rights under our purchase money security interest pursuant to paragraph 3(c) below. Carrier acts as Buyer’s agent. Unless we expressly authorize in our sole discretion otherwise, all Products will be shipped to Buyer’s approved showroom location or to a location within Buyer’s local trade area.

3. TERMS OF PAYMENT:
(a) Unless otherwise mutually agreed in writing, Seller’s terms for all Products sold are NET 30 DAYS FROM INVOICE DATE. Accounts past due are subject to a 1.8% monthly late charge (21.6% per annum) on unpaid balance.
(b) Trade discounts from the list prices are expressly conditioned upon timely payment by the Buyer. Trade discounts for accounts past due are subject to rescission by the Seller, at the Seller’s sole and absolute discretion. Upon demand by the Seller, the full list price for past due invoices shall become due, subject to the monthly late charge, as described in section 3(a).
(c) Until Seller has received full payment for all Products delivered by Seller, Seller shall retain and Buyer hereby grants to Seller a purchase money security interest in such Products to secure payment, so that all such Products which remain within the possession or control of Buyer shall be subject to being demanded back by Seller until the full purchase price is paid pursuant to Seller’s purchase money security interest in such Products.

4. CLAIMS:
(A) NONCONFORMING ORDERS: Buyer shall submit to Seller any and all claims for nonconforming delivery of Products by written notice to Seller WITHIN FIVE (5) DAYS OF RECEIPT OF PRODUCTS. Seller’s occasional acceptance of claims made beyond the 5-day period does not constitute a waiver of the 5-day requirement.
(B) DAMAGES: Upon delivery of the Products, Buyer should examine the package for damage. Any damage should be noted on the carrier’s delivery receipt before signing. In the event of apparent or concealed damage or shortage, Buyer should retain all packaging and file a claim with the carrier. SELLER’S RESPONSIBILITY CEAS ES WHEN THE PRODUCTS ARE DELIVERED IN GOOD CONDITION TO THE CARRIER.

5. RETURNS:
1) Commencing January 1st, 2009 all new orders of GINGER & Motiv Products will be supported with a "Destroy in Field” allowance (the “Allowance”). Contact your Sales Rep for the Allowance details. This new program will remove the requirement to request RGAs as we will no longer require nor allow any product to be returned.
A. Quoted orders will be handled separately.
B. A preferred shipment program will remain in effect for any product that does not meet customer requirements (communicated to Seller with the order for the product) upon receipt and requires reorder. A ten day turn-around will be our operating goal.
C. A 25% handling fee will be charged for any product returned unless specifically requested and approved in advance by Seller. Buyer will not be given credit for any product returned without prior approval and the product will be destroyed.
2) Seller will still accept returns and process end user warranty claims under the Terms and Conditions published in Seller’s 2008 price book for orders placed by Buyer in 2008 with requested ship dates no later than February 1st 2009.

6. WARRANTY TO RETAIL PURCHASER AND YOUR SERVICE REQUIREMENTS:
We extend written warranties on our Products to your retail purchasers in accordance with the terms, conditions and limitations set forth in the Limited Warranty accompanying the Product or as published on our web site from time to time. The Limited Warranty applicable to the Products in effect as of the date of this publication is set forth at the end of these Terms and Conditions. A condition of our sale of our Products to you is your commitment to service the Limited Warranty we extend to your retail purchasers. Except where otherwise expressly agreed by Seller in writing for exceptional circumstances (as determined by Seller in its sole discretion on a case by case basis), in consideration of the Allowance described in Section 5, Buyer will be responsible for servicing the Limited Warranty at Buyer’s sole expense. Subject only to the Allowance, Seller extends no warranty toBuyer, and Seller DISCLAIMS ALL WARRANTIES TO BUYER, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer is not authorized to bind Seller to any warranty, representation or promise regarding the Products and Buyer will defend, indemnify and hold harmless Seller from any warranty, representation or promise that Buyer or Buyer’s agents make in respect of the Products.

7. QUOTATIONS:
All quotations will provide an Estimated Time of Delivery (ETD). The ETD is offered as a best estimate of the anticipated delivery time, which the Seller will attempt to meet. It is expressly stated that the ETD is not binding upon Seller and does not provide the basis for consequential or other damages for delay.

8. CHARGES:
(a) Foam charge: $10 for all cartons requiring Instapack® foam (mirrors and display boards).
(b) Below minimum order surcharge: $10 for all orders below $100 NET.
(c) Returned check charge: $50.
(d) Handling charge: $3 per carton is included in the freight charge.
(e) Rush charge: $25 per shipment for same-day dispatch of orders of in-stock items requiring overnight delivery. This rush charge must be acknowledged in writing on the faxed order. ORDERS MUST BE RECEIVED BEFORE 1:00 PM EASTERN TIME.
(f) Restocking charge: 25% of invoiced value, per 5 above.
(g) Reboxing charge: 15% of invoiced value, per 5 above.


9. BUYER’S SPECIFICATIONS:
If the Products sold hereunder are to be manufactured according to the Buyer’s specifications, Buyer shall defend, hold harmless, and indemnify Seller against any claims, damages, suits, proceedings, liabilities, costs or attorney’s fees incurred in relation to any claim for patent, copyright, trademark or other intellectual property interest infringement or product design defect .

10. FORCE MAJEURE:
Seller shall not be liable for any delay in delivery or for nondelivery, in whole or in part, cause by the occurrence of any contingency beyond the control either of Seller or of suppliers to the Seller, including but not limited to failure or delay in transportation, acts of any government of any agency or subdivision thereof, judicial action, labor, fuel, raw material or machinery or technical failure. If any contingency occurs, Seller may allocate production and deliveries among Seller’s customers.

11. CREDIT APPROVAL:
Acceptance of your order and shipment and delivery of Products shall at all times be subject to the approval of Seller’s credit department and Seller may at any time decline to make any shipment or delivery except upon receipt of payment in advance or upon terms and conditions or security satisfactory to Seller. Seller is entitled to recover costs and attorney’s fees in the enforcement or defense of any rights under any order. Interest accrues on all past-due accounts at the maximum rate of interest allowed by law.

12. SELLER’S INTELLECTUAL PROPERTY:
Buyer does not and shall not acquire ownership or any rights in Seller’s patents, inventions, technical data, copyrights, trademarks or other intellectual property rights under any order, regardless of when such patents, inventions, technical data or other intellectual property rights may be or have been issued, conceived, generated, or produced. All Seller patents, information, technical data, copyrights, trademarks and other intellectual property rights are reserved by Seller, and the same shall not be reproduced or used by Buyer for any purpose whatsoever without Seller’s written permission.

13. GOVERNING LAW:
All orders shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Delaware.

14. LIMITATIONS ON ACTIONS AND LIABILITY:
The statute of limitations applicable to all Buyer’s claims arising under this agreement shall be one year from the date the claim accrues. In no event shall Seller be liable for incidental, indirect, special or consequential damages, whether based upon warranty, breach of contract, negligence, strict liability or any other legal theory.

15. ENTIRE AGREEMENT:
These Terms and Conditions and Seller’s dealer policies published from time to time by Seller contain the entire agreement of the parties relating to the subject matter hereof and may not be waived, changed, modified, extended or discharged orally but only by agreement in writing and signed by the party against whom enforcement of any such waiver, charge, modification, extension or discharge is sought. If you have a current separate written dealer agreement with Seller ("Dealer Agreement"), the provisions of the Dealer Agreement will apply to all orders placed during the effective term of the Dealer Agreement, and to the extent that these Terms and Conditions conflict with the provisions of any such Dealer Agreement, the provisions of the Dealer Agreement will control.