TERMS AND CONDITIONS OF COMMERCIAL SALE

Unconventional BV, The Netherlands
 

1. OFFER, CONFIRMATION OR AGREEMENT

These terms and conditions of commercial sale

(the “Terms and Conditions”) apply to and form

an integral part of:

(a) all quotations and offers (hereinafter both

referred to as (“Offer”) of Unconventional

BVio (“Unconventional”) to Buyer,

(b) all acceptances, acknowledgements or

confirmations by Unconventional

(hereinafter all referred to as

(“Confirmation”) of any order of Buyer,

including without limitation orders of Buyer

resulting from any pricing- or other

framework agreement between any Buyer

and Unconventional, unless explicitly

agreed otherwise in writing between

Unconventional and Buyer,

(c) any agreement resulting from such Offer or

Confirmation and

(d) any agreement incorporating these Terms

and Condition by reference (both types of

agreements referred to under (c) and (d)

shall hereinafter be referred to as an

“Agreement”) regarding the sale by

Unconventional and purchase by Buyer of

goods (“Products”), unless Unconventional

explicitly agrees in writing to the exclusion

hereof.

These Terms and Conditions shall constitute all

of the terms and conditions of any Offer,

Confirmation and Agreement between

Unconventional and Buyer relating to the sale by

Unconventional and purchase by Buyer of

Products. Any terms and conditions set forth on

any document or documents issued by Buyer

either before or after issuance of any document

by Unconventional setting forth or referring to

these Terms and Conditions are hereby explicitly

rejected and disregarded by Unconventional, and

any such document shall be wholly inapplicable

to any sale made by Unconventional and shall not

be binding in any way on Unconventional. No

Offer, Confirmation or Agreement constitutes an

acceptance by Unconventional of any other terms

and conditions and Unconventional does not

intend to enter into an Agreement other than

under these Terms and Conditions.

Any Offer is expressly made conditional on

Buyer’s assent to all of the terms contained in the

Offer without deviation. Acceptance by Buyer of

an Offer may be evidenced by

(i) Buyer’s written or verbal assent or the

written or verbal assent of any

representative of Buyer,

(ii) Buyer’s acceptance of delivery of the

Products or payment of purchase price for

the first installment of the Products (if

applicable), or any such acceptance by

any representative of Buyer, or

(iii) other conduct by Buyer or any

representative of Buyer consistent with

acceptance of the Offer.

If Unconventional receives an order from Buyer

for the sale by Unconventional and purchase by

Buyer of Products and such order is not a

response to an Offer by Unconventional, or if

Unconventional receives an order or acceptance

by Buyer which deviates from Unconventional’s

Offer, such order or acceptance, respectively,

shall be deemed to be a request for an Offer only.

An acceptance by Buyer of any Offer made by an

order gatherer, liaison officer, agent or sales

representative for Unconventional shall first

constitute an Agreement between Unconventional

and Buyer upon explicit Confirmation by

Unconventional itself.

The Buyer and/or Seller are bound to agreements

made by the authorised individuals and by

individuals whom the Seller and/or Buyer

accepted as being authorised.

2. PRICES, INVOICING AND PAYMENT

Prices in any Offer, Confirmation or Agreement

are in euros, unless agreed otherwise in writing

between Buyer and Unconventional and do not

include any taxes, duties or similar levies, now or

hereafter enacted, applicable to the Products.

Unconventional will add taxes, duties and similar

levies to the sales price where Unconventional is

required by law to pay or collect them and will be

paid by Buyer together with the price.

The agreement will only be deemed effective

upon reception of the wired mount T/T.

All payments shall be made to the designated

address as supplied by Unconventional.

Regardless of T/T amounts payable upfront,

deliveries can be made in installments, hence

each installment may be separately invoiced, and

shall be paid for when due. No discount is

allowed for early payment unless agreed to in

writing by Unconventional. Interest will accrue on

all late payments, at the rate of 18% per annum

or the applicable statutory rate, whichever is

higher and to the extent

All deliveries and performance of work agreed to

by Unconventional shall at all times be subject to

credit approval of Unconventional. If, in

Unconventional’s judgment, Buyer’s financial

condition at any time does not justify production,

performance of work or delivery on the above

payment terms, Unconventional may require full

or partial payment in advance or other payment

terms as condition for delivery, and

Unconventional may suspend, delay or cancel

any credit, delivery or any other performance by

Unconventional.

Buyer shall not offset, withhold or reduce any

payment(s) due by it to Unconventional. The

payment of fees and charges is a covenant of

Buyer that is independent of the other covenants

made by the parties hereunder.

if Unconventional incurs exchange rate losses

due to Buyer's failure to pay when payments are

due, Unconventional shall be entitled to

equivalent compensation from Buyer for such

losses.

In the event of any default by Buyer in the

payment of any fees or charges due, or any other

default by Buyer, Unconventional shall have the

right to refuse performance of any work and

delivery of any Products until payments are

brought current and Unconventional may

suspend, delay or cancel any credit, delivery or

any other performance by Unconventional. Such

right shall be in addition to, and not in lieu of, any

other rights and remedies available under the

Agreement or at law or in equity.

3. DELIVERY

(a) Products shall be delivered at the agreed

location, unless otherwise agreed in writing

between Unconventional and Buyer.

Delivery dates communicated or

acknowledged by Unconventional are

approximate only, and Unconventional shall

not be liable for, nor shall Unconventional

be in breach of its obligations to Buyer,

because of any delivery made within a

reasonable time before or after the stated

delivery date. Unconventional agrees to use

commercially reasonable efforts to meet the

delivery dates communicated or

acknowledged by it on the condition that

Buyer provides all necessary order and

delivery information sufficiently prior to the

agreed delivery date.

(b) Buyer will give Unconventional written

notice of failure to deliver and thirty (30)

days within which to cure. If Unconventional

does not cure within thirty (30) days,

Buyer’s sole and exclusive remedy is to

cancel the affected and undelivered

portions of the Agreement.

(c) Title in the Products shall pass to Buyer

upon payment in full of the purchase price

in respect thereof. Risk of loss in the

Products shall pass to Buyer upon

Unconventional’s delivery in accordance

with the applicable Inco term.

(d) If Buyer fails to take delivery, then

Unconventional may:

- either to deliver the goods by means of a

written notification by the Seller, in which

case the goods shall be stored at the Seller

or at the carrier from the time of forwarding

of that notification, this at the expense and

risk, including the risk of quality

deterioration, of the Buyer;

- or to entirely or partly dissolve the

agreement with the Buyer and to sell and

deliver the goods to (a) third party (parties).

In that case the Buyer, if the Seller suffers

damage in any way as a result of the nonacceptance

by the Buyer, shall be liable for

this damage.

(e) In the event of shortages Unconventional

may allocate its available production and

Products, in its sole discretion, among its

customers and as a result may sell and

deliver to Buyer fewer Products than

specified in Unconventional’ Offer,

Confirmation or Agreement, as the case

may be.

4. and 5. NOT APPLICABLE

6. RESCHEDULING AND CANCELLATION

No order, Agreement or any part thereof may be

rescheduled or cancelled without

Unconventional’s prior written consent.

7. FORCE MAJEURE

Unconventional shall not be liable for any failure

or delay in performance if

(a) such failure or delay results from the fact

that Unconventional’s manufacturing

volume of the Products concerned is lower

than anticipated due to interruptions in the

manufacturing process; or

(b) such failure or delay does not result from its

fault; or

(c) such failure or delay is caused by Force

Majeure as defined below or by law.

In case of such a non-attributable failure, the

performance of the relevant part(s) of the

Agreement will be suspended for the period such

non-attributable failure continues, without

Unconventional being responsible or liable to

Buyer for any damage resulting there from.

The expression “Force Majeure” shall mean and

include any circumstances or occurrences

beyond Unconventional’s reasonable control –

whether or not foreseeable at the time of the

Offer, Confirmation or Agreement – as a result of

which Unconventional cannot reasonably be

required to execute its obligations. Such

circumstances or occurrences include but are not

restricted to: acts of God, war, civil war,

insurrections, strikes, fires, floods, earthquakes,

labour disputes, epidemics, governmental

regulations and/or similar acts, freight

embargoes, non-availability of any permits,

licenses and/or authorizations required, defaults

or delays of suppliers or subcontractors and/or

inability or impracticability to secure

transportation, facilities, fuel, energy, labour,

materials or components. In the event that the

Force Majeure extends for a period of three (3)

consecutive months (or in the event that the delay

is reasonably expected by Unconventional to

extend for a period of three (3) consecutive

months), Unconventional shall be entitled to

cancel all or any part of the Agreement without

any liability of Unconventional towards Buyer. In

the event Unconventional’s production is

curtailed, for any reason, Unconventional shall

have the right to allocate its available production

and Products, in its sole discretion, among its

various customers and as a result may sell and

deliver to Buyer fewer Products than specified in

Unconventional’s Offer, Confirmation or

Agreement, as the case may be.

8. OWNERSHIP

(a) Without prejudice to the provisions in these

general terms, all goods delivered at any

time by the Seller remain the property of the

Seller until the Buyer has paid all his debts

owed to the Seller, which are subject to

Article 92 Book 3 of the Burgerlijk Wetboek

(Civil Code), on any ground whatsoever and

irrespective of any acceleration of payment,

including interest and costs. Prior to

complete payment, the Buyer is not

authorised to pledge the goods to a third

party or to transfer possession of it, with the

exception of the goods delivered by the

Seller which the buyer transfers as part of

ordinary activities. If these regulations are

violated, or in the case of complete or

partial applicability of Article 9, the Seller is

entitled to reclaim or to have returned any

goods delivered by him from their current

location, without the necessity of any

authorisation from the Buyer or the Judge.

In that case, every claim from the Seller is

payable immediately and completely.

(b) If the Seller wishes to exercise his rights

mentioned in Section (a), the Buyer hereby

unconditionally and irrevocably authorises

the Seller or a third party indicated by the

Seller to enter all locations where the

Seller’s property is situated to reclaim his

property.

9. LIMITED WARRANTY AND DISCLAIMER

(a) Unconventional warrants that under normal

use the Products, shall, at the time of

delivery to Buyer and for a period of three

(3) months from the date of delivery (or

such other period as may be agreed-upon

in writing by the parties), be free from

defects in material or workmanship and

shall substantially conform to

Unconventional’s specifications for such

Product, or such other specifications as

Unconventional has agreed to in writing, as

applicable. Unconventional’s sole and

exclusive obligation, and Buyer’s sole and

exclusive right, with respect to claims under

this warranty shall be limited, at

Unconventional’s option, either to the

replacement or repair of a defective or nonconforming

Product or to an appropriate

credit for the purchase price thereof.

Unconventional will have a reasonable time

to repair, replace or credit. The nonconforming

or defective Products shall

become Unconventional’s property as soon

as they have been replaced or credited for.

(b) Buyer is held to submit any warranty claims

directly to the Seller in writing. If there are

visible faults, any claim must be in the

possession of the Seller within 14 days of

receipt of goods; The claim should be made

by accurately stating in writing the nature

and cause of the complaints, attaching the

delivery note and stating the relevant

invoice number.

(c) If so done and acknowledged Buyer may

ship Products returned under warranty

claims to Unconventional’s designated

facility only so long as the returns are in

conformance with Unconventional’s thencurrent

return material authorization policy

and are accompanied by a duly completed

return material authorization form issued by

Unconventional. Where warranty

adjustment is made, Unconventional will

pay for freight expenses. Buyer shall pay for

returned Products that are not found to be

defective or non-conforming together with

the freight, testing and handling costs

associated therewith.

(d) Notwithstanding the foregoing,

Unconventional shall have no obligations

for breach of warranty if the alleged defect

or non-conformance is found to have

occurred as a result of environmental or

stress testing, misuse, neglect, improper

installation, or accident, or as a result of

improper repair, alteration, modification,

storage, transportation or improper

handling.

(e) The express warranty granted above shall

extend directly to Buyer and not to Buyer’s

customers, agents or representatives.

Except for warranty of title, the express

warranty granted above is in lieu of all other

warranties, whether express or implied,

including without limitation any implied

warranties of fitness for a particular

purpose, merchantability, or noninfringement

of intellectual property rights.

All other warranties are hereby specifically

disclaimed by Unconventional.

(f) Subject to the exclusions and limitations set

forth in Section ´Guarantee and Liability´of

these Terms and Conditions, the foregoing

states the entire liability of Unconventional

in connection with defective or nonconforming

Products supplied hereunder.

10. INTELLECTUAL PROPERTY RIGHTS,

MODEL, BRANDNAME AND INDEMNITY

(a) Unconventional is the sole proprietor of the

intellectual property, the brand name, the

model, and other relevant elements of the

product. The product in its broadest sense;

technical execution name, brand, colour

scheme, packaging can in no way be

changed by the buyer without prior written

consent by Unconventional.

(b) Buyer hereby states that he will take no

action whatsoever to (co-)produce, copy or

manufacture in any way a product which

would infringe one of the elements of

section 10a

(c) Unconventional, shall:

(i) defend any legal proceeding brought by

a third party against Buyer to the extent that

the proceeding includes a claim that any

Product (excluding Excluded Software) as

furnished by Unconventional under an

Agreement directly infringes the claimant’s

patent, copyright, trademark, or trade

secret; and

(ii) hold Buyer harmless against damages

and costs awarded by final judgment in

such proceeding to the extent directly and

solely attributable to such infringement.

(d) Unconventional shall have no obligation or

liability to Buyer under Section (a) to (c):

1. if Unconventional is not:

(i) promptly notified in writing of any

such claim;

(ii) given the sole right to control and

direct the investigation, preparation,

defence and settlement of such claim,

including the selection of counsel; and

(iii) given full reasonable assistance and

cooperation by Buyer in such

investigation, preparation, settlement

and defence;

2. if the claim is made after a period of one

(1) year from the date of delivery of the

Product;

3. to the extent that any such claim arises

from:

(i) modification of the Product if the

claim of infringement would have been

avoided by use of the unmodified

Product;

(ii) design, specifications or instructions

furnished by Buyer; or

(iii) the combination of the Product with

any other product, service or

technology; or

(iv) the use of the Product or any part

thereof in the practise of a process if

Buyer does not incorporate the Product

into a device of which the end-user is a

consumer;

4. to the extent the claim is based directly

or indirectly upon the quantity or value

of products manufactured by means of

the Product or upon the frequency of

use or the amount of use of the Product

irrespective of whether such claim

alleges that the Product as such, or its

use, infringes or contributes to the

infringement of any intellectual property

rights of the claimant;

5. for unauthorized use or distribution of

the Product or use beyond the

specifications of the Product;

6. to the extent any such claim arises from

Buyer’s manufacture, use, sale, offer for

sale, importation or other disposition or

promotion of the Product, after

Unconventional’s notice to Buyer that

Buyer should cease any such activity,

provided such notice shall only be given

if the Product is, or in Unconventional’s

opinion is likely to become, the subject

of such a claim of infringement; or

7. for any costs or expenses incurred by

Buyer without Unconventional’s prior

written consent; or

8. to the extent the claim is based on any

prototypes, risk production units, or

Excluded Software;

9. to the extent any such claim arises from

any infringement or alleged infringement

of third party’s intellectual property rights

covering a standard set by a standard

setting body and/or agreed between at

least two companies,

10. for infringement of any third party’s

intellectual property rights covering the

manufacture, testing or application of

any assembly, circuit, combination,

method or process in which the Product

may have been used, or

11. for infringement of any third party’s

intellectual property rights with respect

to which Unconventional or any of its

Affiliates has informed Buyer or has

published (in a datasheet or other

specifications concerning the Product or

elsewhere) a statement that a separate

license has to be obtained and/or that

no implied license is granted.

Buyer shall indemnify Unconventional

against and hold Unconventional

harmless from any damages or costs

arising from or connected with such

claims of infringements and shall

reimburse all costs incurred by

Unconventional in defending any claim,

demand, suit or proceeding for such

infringement, provided Unconventional

gives Buyer prompt notice in writing of

any such suit or proceeding for

infringement.

(e) If any Product is, or in Unconventional’s

opinion is likely to become, the subject of a

claim of infringement as referred to under

Section 10 (a) above, Unconventional shall

have the right, without obligation and at its

sole option, to: (i) procure for Buyer the

right to continue to use or sell the Product;

(ii) replace or modify the Product in such a

way as to make the modified Product noninfringing;

or (iii) terminate any Agreement

to the extent related to such Product. In the

event of any such termination,

Unconventional shall repurchase all

Products in Buyer’s possession at the time

of such termination, which are then subject

to the claimant’s continuing claim of

infringement.

(f) Subject to the exclusions and limitations set

forth in Section 11 of the Terms and

Conditions, the foregoing states

Unconventional’s entire liability and

obligation to Buyer and Buyer’s sole

remedy with respect to any actual or

alleged infringement of any intellectual

property rights of any kind.

11. LIMITATION OF LIABILITY

(a) Except for Buyer’s liability under Section 10

hereof, no party shall be liable to the other

for any lost profits or lost savings, indirect,

incidental, punitive, special or consequential

damages whether or not such damages are

based on tort, warranty, contract or any

other legal theory – even if such party has

been advised, or is aware, of the possibility

of such damages. In no event shall

Unconventional be liable for any damage,

costs or expenses associated with warranty

or intellectual property infringement claims

whether for the replacement or repair of

products, including labour, installation or

other costs incurred by Buyer and, in

particular, any costs related to the removal

or replacement of any Products soldered or

otherwise permanently affixed to any

printed circuit board, excess procurement

costs, or rework charges.

(b) Unconventional’s and its Affiliates

aggregate and cumulative liability towards

Buyer under any agreements regarding sale

by Unconventional and/or its Affiliates and

purchase by Buyer and/or its Affiliates

between Unconventional and/or its Affiliates

and Buyer and/or its Affiliates and resulting

from any event(s) occurring during a

calendar year and for any series of events

triggered by the same cause started during

a calendar year, shall not exceed the lesser

of

(i) the amount actually received by

Unconventional in the twelve (12) months

immediately preceding the event, or series

of events, as the case may be, giving rise to

any liability for the Products causing any

liability and

(ii) an amount of Euro 1 million, but in case

of liability for delay or non-delivery of

Products, also never more than the

purchase price of the delayed or none

delivered Products concerned.

(c) Unconventional’s Products are not

designed, authorized or warranted to be

suitable for use in medical, military, air craft,

space or life support equipment nor in

application where failure or malfunction of

Unconventional’s Product can reasonably

be expected to result in a personal injury,

death or severe property or environmental

damage. Inclusion and /or use of

Unconventional’s Products in such

equipment or applications, without prior

authorization in writing of Unconventional, is

not permitted and for Buyer’s own risk.

Buyer agrees to fully indemnify

Unconventional for any damages resulting

from such inclusion or use.

(d) Unconventional is exclusively liable for

damage to goods or individuals related to

the Buyer, his personnel or his customers,

which result from actions which can be

exclusively considered as failures or

wrongful acts on the part of Unconventional,

his personnel or any other individuals

involved at Unconventional’s side.

(e) Any Buyer’s claim for damages must be

brought by Buyer within thirty (30) days of

the date of the event giving rise to any such

claim, and any lawsuit relative to any such

claim must be filed within one (1) year of

the date of the claim. Any claims that have

been brought or filed in conflict with the

preceding sentence are null and void.

(f) The limitations and exclusions set forth

above in this Section 11 shall only apply to

the extent permitted by applicable

mandatory law.

12. CONFIDENTIALITY

Buyer acknowledges that all technical,

commercial and financial data disclosed to Buyer

by Unconventional and/or its Affiliates is the

confidential information of Unconventional and/or

its Affiliates. Buyer shall not disclose any such

confidential information to any third party and

shall not use any such confidential information for

any purpose other than as agreed by the parties

and in conformance with the purchase transaction

contemplated herein.

13. COMPLIANCE WITH LAWS

Each party hereto represents that it is duly

authorized to enter into the Agreement and

represents that with respect to its performance

hereunder, it will comply with all applicable

federal, state and local laws, including, but not

limited to those pertaining to U.S. Export

Administration or the export or import controls or

restrictions of other applicable jurisdictions.

If the delivery of Products or services under the

Agreement is subject to the granting of an export

or import license by a government and/or any

governmental authority under any applicable law

or regulation, or otherwise restricted or prohibited

due to export or import control laws or

regulations, Unconventional may suspend its

obligations and Buyer’s rights regarding such

delivery until such license is granted or for the

duration of such restriction and/or prohibition,

respectively, and Unconventional may even

terminate the Agreement, without incurring any

liability towards Buyer.

Furthermore, if an end-user statement is required,

Unconventional shall inform Buyer immediately

thereof and Buyer shall provide Unconventional

with such document upon Unconventional’s first

written request; if an import license is required,

Buyer shall inform Unconventional immediately

thereof and Buyer shall provide Unconventional

with such document as soon as it is available.

By accepting Unconventional’s Offer, entering

into any Agreement and/or accepting any

Products, Buyer agrees that it will not deal with

the Products and/or documentation related

thereto in violation of any applicable export or

import control laws and regulations.

14. ASSIGNMENT AND SETOFF

Buyer shall not assign any rights or obligations

under the Agreement without the prior written

consent of Unconventional. Buyer hereby waives

any and all rights to offset existing and future

claims against any payments due for Products

sold under the Agreement or under any other

agreement that Buyer and Unconventional may

have and agrees to pay the amounts hereunder

regardless of any claimed offset which may be

asserted by Buyer or on its behalf.

15. GOVERNING LAW AND FORUM

All Offers, Confirmations and Agreements are

governed by and construed in accordance with

the laws of the Netherlands. All disputes arising

out of or in connection with any Offer,

Confirmation or Agreement shall first be

attempted by Buyer and Unconventional to be

settled through consultation and negotiation in

good faith and a spirit of mutual cooperation. All

disputes that are not so settled within a period of

thirty (30) days from the date the relevant dispute

first arose may be submitted to the courts of

Amsterdam, The Netherlands, provided that

Unconventional shall always be permitted to bring

any action or proceedings against Buyer in any

other court of competent jurisdiction. The United

Nations Convention on Contracts for the

International Sale of Goods shall not apply to any

Offer, Confirmation or Agreement. Nothing is this

Section 15 shall be construed or interpreted as a

limitation on either Unconventional’s or Buyer’s

right under applicable law for injunctive or other

equitable relief or to take any action to safeguard

its possibility to have recourse on the other party.

16. BREACH AND TERMINATION

Without prejudice to any rights or remedies

Unconventional may have under the Terms and

Conditions and/or the Agreement or at law,

Unconventional may, by written notice to Buyer,

terminate with immediate effect the Agreement,

or any part thereof, without any liability

whatsoever, if:

(i) Buyer fails to make payment for any Products

to Unconventional when due;

(ii) Buyer fails to accept conforming Products

supplied hereunder;

(iii) any proceedings in insolvency, bankruptcy

(including reorganization) liquidation or winding

up are instituted against Buyer, whether filed or

instituted by Buyer, voluntary or involuntary, a

trustee or receiver is appointed over Buyer, or

any assignment is made for the benefit of

creditors of Buyer; or

(iv) Buyer violates or breaches any of the

provisions of these Terms and Conditions and/or

the Agreement.

Upon occurrence of any of the events referred to

under (i) through (iv) above, all payments to be

made by Buyer under the Agreement shall

become immediately due and payable.

In the event of cancellation, termination or

expiration of any Agreement the terms and

conditions destined to survive such cancellation,

termination or expiration, which shall include

without limitation Sections 8, 9, 10, 11 and 12,

shall survive.

17. PRODUCT AND PRODUCTION CHANGES

Unconventional reserves the right to make at any

time Product and/or production changes. In such

event Unconventional represents that said

changes shall not negatively affect form, fit or

function of the Products and their performance

characteristics.

18. DISCONTINUATION OF PRODUCT

Unconventional reserves the right to discontinue

manufacturing and sale of Products at any time. If

however at any time during the term of an

Agreement under which Unconventional sells and

Buyer purchases Products on a regular basis,

such regularly sold and purchased Products are

to be permanently discontinued ("Discontinued

Product"), Unconventional shall use its

reasonable commercial efforts to give Buyer prior

written notice of such discontinuance and shall

use reasonable commercial efforts to accept lasttime-

buy orders for such Discontinued Product all

in accordance with Unconventional’s product

discontinuation process and general information

related thereto as published on Unconventional’s

website.

19. SEVERABILITY

In the event that any provision(s) of the

Agreement or these Terms and Conditions shall

be held invalid or unenforceable by a court of

competent jurisdiction or by any future legislative

or administrative action, such holding or action

shall not negate the validity or enforceability of

any other provisions thereof.

20. WAIVER

The failure on the part of either party to exercise,

or any delay in exercising, any right or remedy

arising from any Offer, Confirmation or

Agreement shall not operate as a waiver thereof;

nor shall any single or partial exercise of any right

or remedy arising there from preclude any other

or future exercise thereof or the exercise of any

other right or remedy arising from any Offer,

Confirmation or Agreement or from any related

document or by law.

21. NOTICES

All notices and communications to be given under

this Agreement shall be in writing and shall be

deemed delivered upon hand delivery, confirmed

facsimile communication, or three (3) days after

deposit in the mail of the home country of the

party, postage prepaid, by certified, registered,

first class or equivalent mail, addressed to the

parties at their addresses set forth on the Offer,

Confirmations and/or Agreements.

22. ATTORNEYS' FEES

Should a dispute arise from the subject matter of

any Offer, Confirmation or Agreement, the

prevailing party in any resulting litigation shall be

reimbursed by the other party for any and all

reasonable attorneys’ fees and expenses

incurred.

23. RELATIONSHIP OF PARTIES

The Parties hereto intend to establish a

relationship of buyer and seller and as such are

independent contractors with neither party having

authority as an agent or legal representative of

the other to create any obligation, express or

implied, on behalf of the other.

24. MODIFICATIONS AND CHANGES

Unconventional reserves the right to make any

amendments or changes to these Terms and

Conditions at any time. Such amendments,

modifications and changes shall have effect (1) to

all Offers, Confirmations and Agreements

referring to such amended or modified Terms and

Conditions as from the date of such Offer,

Confirmation or Agreement, and (2) to any

existing Agreement thirty (30) days from

notification of such amendments or modifications

by Unconventional to Buyer, unless Buyer has

notified Unconventional within such 30 days

period that it objects thereto.