Terms and conditions

1. Terms of Sale

This Sales Confirmation Terms and Conditions of Sale („Reiberbau Sales Confirmation”) confirm the sale of Goodway Products documented on the Purchase or Sales Order issued either by Customer or Reiberbau, and are incorporated therein by reference, as the case may be. Code, Type, Quantity, Price, Shipping and Payment Terms for purchase of the Products are set forth on the Purchase or Sales Order. Reiberbau invoice will follow. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Reiberbau, whether relating to Reiberbau's breach, bankruptcy or otherwise. If Customer has delivered a Purchase Order to Reiberbau, the terms and conditions of the Customer’s Purchase Order shall prevail to the extent that they differ from terms and conditions referenced in this Reiberbau Sales Confirmation. In all other instances, the terms and conditions of this Reiberbau Sales Confirmation shall prevail. Fulfillment of Customer’s order does not constitute acceptance of any of Customers terms and conditions and does not serve to modify these terms and conditions. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

2. Payments

For foreign customers, payments are in advance, in EUR or USD, as requested on the RFQ, and PO. The Offer and Order Confirmation will be issued on the choose currency, and cannot be changed after Order Confirmation/Proforma Invoice is issued. Payment are to be made to Reiberbau SRL on the Offer or Order Confirmation, with EU clients excepting, with all Bank feed supported by Customer. If bank fees are SHA or on Reiberbau’s behalf, Reiberbau SRL will delay the goods shipment until payment is received in full.

3. Inspections

Customer acknowledges that it has relied solely on the inspections of the Products that Reiberbau or Goodway manufacturer has chosen to make, and that Reiberbau has afforded the Customer the opportunity for full and complete inspections of the Products. All supplied products from Reiberbau warehouse are inspected. Because the Goodway electrical equipment are supplied without electric plug, at Customers request they are fitted with EU electrical plugs, free of charge, and tested for proper working before re-packing and shipment.

4. Limited Warranty

The limited warranty for the Products is set forth under Product Warranty Information on the Reiberbau website (www.Reiberbau.com/support/warranty-information).

5. Confidentiality

All Reiberbau and Goodway Technologies Corporation non-public, confidential or proprietary information, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Reiberbau or its representatives, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this transaction is confidential, solely for the use in this transaction and may not be disclosed or copied unless authorized in advance by Reiberbau or Goodway Technologies Corporation in writing. This Section supplements and does not supersede any confidentiality or nondisclosure agreements among the parties hereto, which are hereby incorporated herein by reference. In the event of a conflict between the terms and conditions of this Sales Confirmation and the terms and conditions of any confidentiality or nondisclosure agreements among the parties hereto, the terms and conditions of any confidentiality or nondisclosure agreements among the parties hereto shall prevail and this Sales Confirmation shall be construed accordingly.

6. Limitations of Liability

(a) IN NO EVENT SHALL REIBERBAU SRL OR GOODWAY TECHNOLOGIES CORPORATION BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT REIBERBAU SRL OR GOODWAY TECHNOLOGIES CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL Reiberbau'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO Reiberbau FOR THE PRODUCTS AND SERVICES SOLD HEREUNDER.

7. Sales Tax

If EU Customers has not obtained and delivered an exemption certificate to Reiberbau regarding EU VAT Registration Certificate, Customer will pay applicable state sales taxes (VAT 19%) to Reiberbau as set forth on Reiberbau invoice.

8. Remedies and Termination

Reiberbau shall be entitled to injunctive relief for any violation or threatened violation of Sections 5 above without proving irreparable harm or posting a bond. In addition, Reiberbau may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:

(a) fails to pay any amount when due under this Agreement;

(b) has not otherwise performed or complied with any of the terms and conditions of this Sales Confirmation, in whole or in part; or

(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

9. Governing Law and Venue

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of Romania. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the Romanian Courts or the courts of Bihor County, in each case located in Bihor County, Oradea, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

10. Force Majeure

Reiberbau shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Reiberbau including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics and pandemics, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 90 days, either party shall be entitled to give notice in writing to the other to terminate this Agreement.

11. Miscellaneous

Any amendments made to this Agreement must be in writing and must be signed by both Customer and Reiberbau. If any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain in force in accordance with the Parties’ intention. Unless otherwise set forth herein or agreed in writing by Reiberbau, this Agreement contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, understandings, inducements, and conditions, express or implied, oral, or written, of any nature whatsoever with respect to the subject matter hereof. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.