QUOTATION

Payment: All invoices are to be paid based on net terms. In the event that a revolving line of credit is accepted, all payments must be made at the end of the month of invoice. Failure to pay invoices within the time periods previously enumerated may subject the customer to collection proceedings for which costs and expenses will be sought. In the event that Directed Online should commence any legal action(s) or otherwise seek to collect payment from customer, the customer agrees to pay reasonable attorney(s) and/or collection agency fees, prior to, and subsequent to judgment entered by a court of law, and other expenses incurred by Directed Online whether or not a suit is filed. Customer expressly waives the right to a jury trial.

Limits of Liability: In no case will Directed Online nor any of its agents be liable for reimbursement of any expenses, costs or claims alleged due to the defect of any product or due to the failure to timely delivery by a carrier. Directed Online Inc, or agents will also not be liable for any claimed loss of business opportunity due to any defect in any Directed Online Product or the failure to timely deliver any Directed Online product. The sole recourse to any customer is the replacement or repair of a product or the refund of the purchase price of any Directed Online Product, at the discretion of Directed Online.

Retention of Title: Title in all goods and services provided will remain with Directed Online until full payment, including interest or penalties where applicable, is received. Title will also vest in all proceeds of our goods that are transferred to any third parties.

Governing Law: Any disputes arising from any Directed Online order entered in the United States of America shall be subject to the laws of the State of New York and shall be submitted to binding arbitration according to the rules of the American Arbitration Association. This arbitration shall be carried out in the City of New York at a date and location determined by the parties and arbitrator.

Impossibility of performance: Should one or more of the provisions in this contract be voided by statute or public policy of the location where it is executed, all other terms and provisions shall remain valid and enforceable. All voided clauses shall resume their effect as soon as the reason for inapplicability has ceased. Acts of God, acts of state, war, disturbance, or strike, acts of nature, fire, law or judicial decisions shall be deemed as force majeure events and will constitute impossibility of performance. In the event of temporary impossibility, the performance of the contract shall resume on the same terms once the reason for non-performance has ceased.

Termination of Relationship: Upon the breach of any of the obligations of this contract, in particular, non-payment or delay in payment of any outstanding balances, we may, at our own choosing, terminate the relationship with any customer. Termination of the relationship shall not relieve the customer of any of its obligations.

Directed is not responsible for any damage that occurs to existing substrates during the removal process of any signage or graphics.