TERMS AND CONDITIONS

THIS TERMS AND CONDITIONS (this “Agreement”) shall constitute, together with the terms and conditions set forth in the quotation(s) (the “Quotations”, and together with this Agreement, the “Transaction Documents”) provided by Ohtani. Inc. (the “Contractor”) for its client as specified in the Quotations (the “Client”), the entire terms and condition of the agreement between the Contractor and the Client regarding the construction services performed by the Contractor pursuant to the Transaction Documents (the “Services”). Upon the date of signature by the Client on the Quotation (the “Effective Date”), the terms and conditions set forth in the Transaction Documents shall be fully valid and enforceable to the Contractor and the Client. The Contractor and the Client may be referred to herein as individually the “Party” and collectively the “Parties”.

Article 1. Scope of Work and Payment of Contract Price

Unless otherwise agreed in writing by the Parties, the scope of the Services, including materials provided by the Contractor, with respect to each Quotation and the contract price for the Services specified in such Quotation (the “Contract Price”), including the principal payment terms, shall be set forth in such Quotation.  The Contractor may issue invoices to the Client regarding the Services, in which case, the Client shall pay all amounts of the Contract Prices within thirty (30) days after the date of the invoice unless otherwise specified in the invoice.  In case the Client fails to pay any amount due under the Transaction Documents or the invoices, the Client shall pay the Contractor late payment charge calculated at the annual rate of 14.6% on the unpaid amount from the due date until the date of payment in full.

The Client may object to any amounts of the Contract Prices for the Services; provided that such objection shall be made to the Contractor in writing of such objected items and the detailed reasons for the dispute within thirty (30) days following the date of the disputed invoice or the date of the completion of the Services, whichever is applicable. The Parties shall use their commercially reasonable efforts to reach agreement on the disputed items and amounts pursuant to the rules set forth in this Agreement to resolve the disputes. Notwithstanding the objection made by the Client, the Client shall timely pay the disputed items in full pending resolution of the dispute conducted in accordance with this Agreement. The Parties acknowledge and agree that payment of any amount under the objections shall not constitute approval thereof. Neither Party shall have a right of set-off against the other Party for billed amounts hereunder.

Article 2. General Provisions

Each Party shall be in compliance with all building codes and other applicable laws with respect to the Services.

Any alteration or deviation from the terms and conditions set forth in the Transaction Documents, including but not limited to any such alteration or deviation involving additional material and/or labor costs or change of the scope of the Services, shall never be valid or binding upon either of the Parties without a written agreement executed by the Parties. If any payment which shall be made by the Client, regardless of whether the payment relating to any other agreement between the Parties, is not made when due, the Contractor may cease or suspend any work on the Services without breach of any terms and conditions set forth in the Transaction Documents until such time as all payments due have been made. A failure to make payment by the Client for a period in excess of thirty (30) days from the due date of the payment shall be deemed a material breach of this contract.

The Contractor may at its discretion engage subcontractors to perform work hereunder; provided the Contractor shall fully pay said subcontractor and in all instances remain responsible for the proper completion of the Transaction Documents unless otherwise specified herein.

The Contractor warrants all work provided pursuant to the Transaction Documents for a period of six (6) months following completion of all of the Services in the Transaction Documents.

It is expressly understood and agreed by and between the Parties that the Contractor and any person employed by the Contractor including anyone who has been involved in the creation, production or delivery of the services including without limitation the Contractor’s directors, shareholders, employees, attorneys, accountants, or advisors (the “Contractor Parties”) are performing the Services as an independent contractor and is not an employee of the Client.

Article 3. Term and Termination

This Agreement shall remain in full force and effect, with respect to each Quotation, from the Effective Date until the date one (1) year after the Effective Date or the date the Contractor completes the Services, whichever is later.

If either Party (the “Defaulting Party”) materially defaults in the performance of its obligations under the Transaction Documents, and if such default is not cured within thirty (30) days after written notice is given to the Defaulting Party specifying the default, then the other Party may, by giving written notice to the Defaulting Party, terminate this Agreement or any of the Quotations as of the date specified in the notice of termination.

The provisions set forth in Articles below, including without limitation ones for liabilities and dispute resolution, shall survive the termination or expiration of any Quotation or this Agreement.

Article 4. Liability and Dispute Resolution

Each Party’s entire liability and exclusive remedy in any cause of action based on contract, tort or otherwise in connection with any Services furnished pursuant to the Transaction Documents shall be limited to the total amounts of the Contract Prices having been paid by the Client to the Contractor in accordance with the Transaction Documents until the time when such cause of action occurred. Unless otherwise provided herein, no action, claim, proceeding, demand or suit, regardless of form, arising out of, in connection with or with respect to the Transaction Documents or the Services, may be brought by either Party longer than one (1) year after the occurrence of the event giving rise to such cause of the action, claim, proceeding, demand or suit.

EXCEPT WITH RESPECT TO AMOUNTS PAYABLE DIRECTLY ARISING OUT OF CLAIMS BASED UPON WILLFUL OR MALICIOUS CONDUCT OF THE CONTRACTOR, NEITHER THE CONTRACTOR NOR ANY OF THE CONTRACTOR PARTIES, SHALL IN ANY EVENT WHATSOEVER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, ARISING OUT OF OR WITH RESPECT TO THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED UNDER THE TRANSACTION DOCUMENTS ARE FURNISHED WITHOUT ANY WARRANTY, INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, UNLESS OTHERWISE PROVIDED HEREIN OR APPLICABLE LAW.

The Parties shall make a good faith attempt to resolve any dispute regarding this Agreement through negotiation. Unless otherwise provided herein or agreed upon in writing by the Parties, if the dispute cannot be resolved by negotiation within one hundred and eighty (180) days after the commencement of the negotiation, the dispute may be submitted by either Party exclusively to mediation held in Irvine, the Orange County, the State of California. The Parties subject to the dispute will choose a mutually acceptable mediator and will share the cost of mediation equally.

Article 5. Miscellaneous

Unless otherwise provided herein, this Agreement or any Quotation may not be changed or terminated orally, and no change, termination or attempted waiver or any of the provisions hereof or thereof shall be binding unless in writing and signed by both Parties. Neither Party shall sell, transfer, assign or subcontract any right or obligation set forth in the Transaction Documents without the prior written consent of the other Party. Any act in derogation of the foregoing shall be null and void.  Should any provision set forth in the Transaction Documents be deemed, for any reason whatsoever, to be invalid or inoperative, such provision shall be deemed severable and shall not affect the force and validity of other provisions of the Transaction Documents.  The Transaction Documents shall be deemed to be made and entered into pursuant to the internal laws of the State of California, and for all purposes the Transaction Documents shall be construed and interpreted in accordance with and be governed by the laws of the State of California.  Neither Party shall be held responsible for any delay or failure in performance under the Transaction Documents arising out of causes beyond its control, or without its fault or negligence. Such causes may include, but are not limited to, fires, terrorist acts, strikes, embargoes, shortages or supplies of raw materials, or components or finished goods, acts of God, acts of regulatory agencies or national disasters.  The provisions set forth in the Transaction Documents constitute the entire agreement between the Parties and supersede all prior agreements, oral or written, and all other communications between the Parties. No term or condition contained in any document provided by one Party to the other Party pursuant to this Agreement shall be deemed to amend, modify, or supersede or take precedence over the terms and conditions contained herein.  Neither Party may, without the prior written consent of the other Party, assign this Agreement or any Quotation, in whole or in part, either voluntarily or by operation of law, and any attempt to assign this Agreement or any Quotation in violation of this section shall be deemed to be a material default of this Agreement and such assignment shall be null and void.