These Terms and Conditions constitute a legally binding agreement between the Client and Miller Electric Motors regarding services rendered or to be endured by Miller Electric Motors. In the event of conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions shall control. Submission of source materials (as defined below) constitutes acceptance of all these terms and conditions.

"Source Materials" means the documents, materials, and other items furnished to/by Miller Electric Motors.

"Deliverable" means the final version of the Source Materials provided by Miller Electric Motors to the Client.

PRICING

Miller Electric Motors reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final Source Materials. Clients shall be advised by Miller Electric Motors of the estimate of additional charges or change of delivery date prior to delivery.

CLIENT SPECIFICATIONS/ ASSISTANCE

Unless the Client instructs Miller Electric Motors to use specific information for the job at hand, Miller Electric Motors shall translate specialized terms by their usual and conventional meanings, and otherwise make decisions based on Miller Electric Motors standard production procedures. All Source Materials shall be legible and shall be delivered to Miller Electric Motors in such format(s) and such time as Miller Electric Motors shall specify. Miller Electric Motors shall not be responsible for delay in delivery due to failure to deliver any Source Materials in a timely manner or proper format.

MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS

All modifications or additions to the Source Materials shall be submitted to Miller Electric Motors clearly indicating changes and where they occur in relation to the previously submitted copy. Pricing and scheduling for incorporation of Source Material modifications or additions into the target publication in progress shall be determined based on extent and implication of changes and percentage of work already completed. Client shall be advised by Miller Electric Motors of the estimate of additional charges before the changes or additions are made by Miller Electric Motors.

DELIVERY DATES

Delivery dates shall not be valid unless they have been expressly confirmed by Miller Electric Motors in writing. Should a delay in delivery by Miller Electric Motors occur, Miller Electric Motors shall first be granted a reasonable additional period for completion. Only upon expiration of this additional period without completion of performance shall the customer be entitled to demand cancellation of the contract or reduction of the price. Any further claims are excluded. The customer remains liable for payment for the publication by Miller Electric Motors up to the time of the customer's notice of cancellation. The customer shall not be entitled to claim cancellation or reduction if the delay is due to force majeure or other circumstances over which Miller Electric Motors has no control.

LIMITATION OF LIABILITY

Miller Electric Motors shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against Client by any other person or entity, arising from or relating to services rendered by Miller Electric Motors, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, and even if Miller Electric Motors has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding. Miller Electric Motors shall not be responsible for any loss or damage to, nor the return of, any Source Materials.

DISCLAIMER OF WARRANTY

The foregoing warranties of Miller Electric Motors are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Miller Electric Motors makes no warranty that use of the Deliverables or use of any information relating thereto or contained therein shall not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.

TERMINATION

In the event that Client breaches this Agreement, Miller Electric Motors shall have the right to terminate whereupon Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that Miller Electric Motors breaches this Agreement, Client shall have the right to terminate. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay or failure in performance due to any causes beyond its control.

TITLE AND OWNERSHIP

All right, title and interest in and to the Source Materials and, except as hereunder provided, the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of Client. Notwithstanding the above, Client acknowledges that Miller Electric Motors is the sole and exclusive owner of all rights.

CONFIDENTIALITY

The nature of the work performed and any information provided to Miller Electric Motors by Client shall be confidential. Miller Electric Motors shall not without the prior consent of client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of Miller Electric Motors whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent Miller Electric Motors is required by law to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by Miller Electric Motors.

INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Miller Electric Motors, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) Client's breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by Client, (iv) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of
items by Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right.

TERMS OF PAYMENT

Payment methods shall be by either of the following methods. (i)Where no credit arrangement has been agreed between Miller Electric Motors and its customer payment shall be made by credit card using encryption communications ensuring that credit card details are passed in a secure format. Credit card details shall be recorded by Miller Electric Motors when customers first register an order. Customers shall be required to register their credit card number when registering subsequent orders for validation by Miller Electric Motors. Miller Electric Motors shall transact payments with the appropriate credit card companies in all instances. Where non-validation occurs, customers shall be contacted by Miller Electric Motors for order confirmation and payment details prior to the translation process. (ii) Where credit arrangements have been agreed between Miller Electric Motors and its customer, the customer shall make payments to Miller Electric Motors for all agreed services within thirty (30) days of receiving a valid invoice from Miller Electric Motors. (iii) Where payments by mail arrangements have been agreed between Miller Electric Motors and its customer, the customer shall make payments to Miller Electric Motors for all agreed services within the specified billing date. Miller Electric Motors will deliver invoices through specified address according to the contract governing this agreement.

If the Client is late in making payment, Miller Electric Motors is entitled to charge interest at the rate of 2 % per month or part thereof until the entire amount due is received. The customer alone is liable for payment; payments by other parties shall be accepted conditionally, only if they are received on time in the full amount of the invoice and the identity of the customer, the invoice number and the order number are clearly recognizable. The customer has no right to retain any portion of a payment. The customer may not offset an invoice against other claims unless these are undisputed or legally enforceable.

Should Miller Electric Motors need to engage the services of a law firm, solicitor, or debt collection agency to assist in the collection of the payment from the Client, then the client agrees to pay Miller Electric Motors the full costs and commissions charged by the law firm, solicitor, or debt collection agency for such services plus an additional administration fee of US$2,000 to compensate Miller Electric Motors for the additional administrative and management time required to collect the outstanding payment.

LEGALITY

This Agreement shall be governed by, enforced and construed in accordance with the laws of the United States of America.