General Terms and Conditions

1. QUOTATIONS AND PRICES. All price quotes are in the form of a Sales Order, which must be documented in writing and signed by First Impression to be valid. Unless otherwise set forth in the Sales Order, all quotes shall be valid for a period of thirty (30) days from the date of the quote set forth in the Sales Order. Unless otherwise stated in the Sales Order, all quoted prices shall be exclusive of delivery, taxes, crating, installation and other charges related thereto, and Customer shall be responsible for all such charges.

2. CONTRACT EFFECTIVENESS. Customer acknowledges and agrees that the Contract shall not be effective, and production of the Products will not be processed or commence, as applicable, unless and until Customer has executed a copy of this Contract, the Drawings (as defined below) and/or Specifications (as defined below), if applicable.

3. ORDER PLACEMENT. Customer shall place orders with First Impression for the Products in writing via email (by either submitting a purchase order or approving a First Impression sales quote). First Impression will accept an order by sending Customer a written order confirmation via email. First Impression reserves the right to accept or reject any order placed by Customer, in First Impression’s sole discretion, and may immediately discontinue its relationship with Customer at any time, at First Impression’s sole and exclusive discretion.

4. CHANGES & CANCELLATIONS. Orders may not be cancelled, withdrawn or modified by Customer without the prior written consent of First Impression, which consent may be conditioned or withheld by First Impression in its sole discretion.

5. PAYMENT TERMS. Unless otherwise agreed in writing by First Impression, invoices are payable within thirty (30) days of issuance. If the parties have agreed on a monthly payment, such agreed monthly amount must be received by First Impression in advance no later than the first day of the month. All payments made by Customer shall be in U.S. dollars and may be tendered by ACH or wire transfer. If, in First Impression’s judgment, Customer’s financial condition at any time does not justify production or delivery of Products on the above payment terms, First Impression may require full or partial payment in advance or other payment terms as a condition to delivery. If Customer fails to tender any payment due hereunder, Customer shall pay monthly interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, and shall be responsible for all fees and costs, including, but not limited to, reasonable attorneys’ fees, incurred in connection with the collection of such debt. Customer shall have no right to withhold or reduce any payments or to offset existing or future claims against any payments due for Products sold under these Terms and Conditions, and Customer agrees to pay the amounts hereunder without any deduction whether by way of set-off, counterclaim, discount, abatement and/or suspension or otherwise, regardless of any claimed offset which may be asserted by Customer or on its behalf. First Impression is always entitled to set off any and all amounts receivable, whether due and payable or not, from Customer and/or an affiliate of Customer against any counterclaim made by Customer and/or an affiliate of Customer.

6. SHIPPING AND DELIVERY. Unless otherwise requested by Customer and agreed to by First Impression in writing, shipping terms are as stated on the applicable invoice and the Products shall be delivered at the Customer’s store address indicated at the time of order (the “Store”). Unless otherwise agreed in writing by First Impression, (i) Customer shall make all arrangements (and shall pay all costs) for the transportation and handling of the Products; (ii) delivery shall be deemed complete and title and risk of loss or damage to the Products (excluding any embedded Software, as defined below) shall pass to Customer upon First Impression making the Products available for pickup by Customer’s designated carrier; and (iii) First Impression shall not be responsible to obtain and/or maintain for the account of Customer any insurance against loss or damage to the Products in transit and the cost of any such insurance shall be borne by Customer. First Impression reserves the right to make partial deliveries of Customer’s order and furnish separate invoices for each partial order delivered, which Customer shall pay notwithstanding that such delivery is in partial fulfillment of the quantity ordered. Customer understands and agrees that all delivery times provided for in an invoice or order confirmation are estimates only. First Impression shall make commercially reasonable efforts to deliver the Products in accordance with such dates; provided, however, that First Impression shall not be liable for failure to deliver or delay in delivering the Products as estimated. Customer shall be responsible (and agrees to pay First Impression) for all costs and expenses incurred by First Impression as a result of Customer’s failure to accept delivery of the Products within the timeframes specified by First Impression, including, but not limited to, demurrage charges and any transportation, insurance or warehousing related costs. In the event that Customer fails to accept delivery of the Products within 7 days of the date that the Products are made available to Customer, First Impression shall have the right to retain all sums paid by Customer and may dispose of the Products at First Impression’s discretion, including via resale, and Customer shall have no further rights or title therein or thereto.

7. SECURITY INTEREST. Customer hereby grants to First Impression a security interest in all of Customer’s right, title, and interest in and to the Products and all proceeds thereof as security for the payment of the purchase price of the Products, as well as any and all taxes, shipping, handling and other costs and expenses paid by Customer to First Impression in connection with the purchase of the Products. Customer acknowledges that the security interest granted under this provision is a purchase-money security interest under applicable law. First Impression may execute and file a UCC financing statement for such security interest and Customer also authorizes First Impression to execute, on Customer’s behalf, such statements or other documentation necessary to perfect First Impression’s security interest in such Products. First Impression shall be entitled to all applicable rights and remedies of a secured party under applicable law

8. RETURNS AND EXCHANGES. In the event that First Impression, in its sole discretion, authorizes a return of non-customized Products, the following restocking fees shall apply: (i) for uninstalled Products in good condition and in the original packaging, 50% of the purchase price, (ii) for installed Products not in the original packaging, 75% of the purchase price, provided that the Products can be uninstalled without damage.

9. SAMPLES. Customer acknowledges and agrees that where a sample of a Product has been shown to and/or inspected by Customer, or viewed on a catalogue, brochure or similar materials, the sole purpose of doing so was to enable Customer to inspect the Product and the provision of such sample does not constitute a sale by sample, a representation, guaranty and/or warranty that the Products sold to Customer will conform to the sample and First Impression expressly disclaims all liability with respect to the provision of such sample.

10. PRODUCT CHANGES. Products may be modified or discontinued, at any time, without notice to Customer. In addition, Customer understands and acknowledges that some minor design changes may be made during the manufacturing process.

11. DRAWINGS AND DESIGNS. Customer acknowledges and agrees that any drawings and/or designs created by First Impression (collectively, “Drawings”) along with any other rights related thereto shall be and shall remain the sole and exclusive property of First Impression. Customer further agrees not to use any such Drawings for any reason, including in connection with the purchase or manufacture of products from or by anyone other than First Impression, without first receiving the express written consent of First Impression.

12. CLAIMS.

(a) Products. Upon receipt of the Products, Customer, or such other person accepting delivery of the Products and installation of the Products at the address indicated by Customer, shall carefully inspect the Products for completeness and integrity. Any quantity discrepancies, defects, damage or other non-conformity must be noted immediately in the form of a completed and signed inspection receipt (the “Delivery Ticket”) provided by the installation Subcontractor (as defined below). Notwithstanding the foregoing, Customer shall have the right to submit a claim with respect to latent defects in writing (by email)within fourteen (14) days of discovery, and in any event no later than one (1) year after delivery of the Products. Failure to make a claim according to this Contract shall constitute an irrevocable acceptance of the Products by Customer. Customer’s exclusive remedy for any quantity discrepancy, defect or non-conformance is limited, at First Impression’s option, to First Impression’s provision of any missing Products and repair or replacement, subject to availability of the replacement Products, within a reasonable time of any non-conforming Products.
(b) Installation. Claims regarding installation of the Products must be submitted to First Impression in the manner described under Section 14(k).

13. CUSTOMER SPECIFICATIONS AND OBLIGATIONS.

(a) In the event that any Products are manufactured from plans, drawings, measurements or specifications (collectively referred to herein as “Specifications”) furnished by Customer, Customer must provide such Specifications to First Impression in writing in a timely fashion and Customer shall indemnify, defend and hold First Impression harmless from all loss, damage, claims, actions, fines and any other expense, including reasonable attorneys’ fees and expenses arising from or relating to such Specifications, including but not limited to claims brought by a third-party with respect to their intellectual property rights. First Impression may rely on the Specifications to perform its obligations hereunder and, to the extent that First Impression complies with the Specifications, Customer shall have no claims (except to the extent provided under Section 12) with respect to Products manufactured based on the Specifications. First Impression shall not be held responsible for delays caused by the Customer’s failure to provide Specifications as required hereunder.
(b) In addition to any obligations and responsibilities described elsewhere in this Contract, Customer shall have responsibility for the following: (i) to ensure that any Customer systems and any applications to be accessed by First Impression in installing the Products and, if applicable, performing the Creative Services (as defined below) are accessible, available, maintained and updated in order to support the Software, Creative Content (as defined below) and Creative Services, that data carriers and other hardware, electronic files, software and the like provided by Customer to First Impression are free of viruses and/or defects, and the systems, hardware, software and other data infrastructure used by Customer are adequately secured; (ii) to provide ready access to the Store and installation site(s), all appropriate computing platforms, software, documentation, premises and personnel necessary for First Impression’s performance of its obligations hereunder; (iii) to supply information requested by First Impression as reasonably necessary to perform the Creative Services, if applicable, including without limitation instructions, specifications, brand guidelines, and materials required for the development of the Creative Content (the “Customer Materials”); (iv) to ensure the security and updates of the systems it uses, as well as the integration between the hardware supplied by First Impression and systems used by Customer; and (v) to ensure that any visual, audio, and interactive content to be displayed on the Products (the “Creative Content”), whether developed by Customer directly or by First Impression in connection with the Creative Services, complies with all applicable federal, state and local laws, including without limitation advertising laws, and does not depict sexually explicit images or conduct nor would otherwise be considered obscene under applicable law. Customer shall be solely responsible for the accuracy, quality, integrity, completeness, non-infringement, legality, reliability, and appropriateness of the Customer Materials, Specifications, Creative Content and all Customer-approved information contained therein. Customer represents and warrants that it has all rights, consents and authorizations necessary to provide First Impression with the Specifications and/or Customer Materials and any data contained therein.
If Customer fails to comply with its obligations under this Section, First Impression shall have the right to suspend its work and Customer shall compensate First Impression for any additional work and costs incurred, including lost labor hours.

14. INSTALLATION. In the event that the Customer has contracted with First Impression for the installation of the Products by either First Impression or a third-party hired by First Impression (“Subcontractor”), the following additional terms and conditions shall apply:
(a) Customer’s authorized representative, who shall be at least eighteen (18) years of age and produce a valid photo ID, shall be present at the time of installation, until installation of the Products is complete. Installation of the Products shall be scheduled by the parties at a mutually convenient time following Customer’s receipt of First Impression’s notice that the Products are available for delivery (the “Scheduled Installation Date”). First Impression shall not be liable for any rescheduling by Customer of the Scheduled Installation Date.
(b) Customer represents and warrants, and shall ensure, that the Store is accurately built and ready for the installation of the Products. Customer shall ensure that the working area is clean, clear of debris or any other materials that may prevent installation of the Products, and that First Impression or Subcontractor have clear, safe and uninterrupted access to the Store in order to perform the installation. Customer shall insure the location where any Products or tools are to be stored by First Impression is safe from theft or damage in any form and by any means.
(c) Customer represents and warrants that all measurements and/or Specifications provided to First Impression are correct, true, complete and accurate, and that First Impression may rely on the same in connection with its obligations hereunder. Customer shall promptly notify First Impression of any changes in conditions, anomalies or defective conditions found at the Store that may affect installation of the Products, and Customer acknowledges and agrees that First Impression shall not be liable for any delay in installation caused by any such conditions.
(d) First Impression shall not be responsible for any site conditions and, by way of example only, First Impression shall not be responsible in the event installation is impossible as a consequence of uneven floors or levels, inaccurate measurements provided by Customer, variations in size, design or shape of walls, or by any other condition not expressly disclosed to First Impression in a timely manner.
(e) First Impression shall be able to access connections to energy required for the performance of the installation work, such as electricity, gas, water or specific resources or facilities desired by Customer. Energy costs shall be borne by Customer. Any costs and delays incurred as a result of a failure to provide access to the energy required shall be borne by Customer.
(f) First Impression shall have the right to assess additional charges, should there be delays in the commencement and/or completion of the installation or changes to the scope of the installation, which are not caused by First Impression.
(g) Time periods for beginning and completing the installation are estimates only, time not being of the essence.
(h) Customer shall promptly notify First Impression in the event Customer has any concerns regarding First Impression’s or Subcontractor’s performance of the installation work via the appointed project manager
(i) If the site is not equipped (in any manner) for installation of the Products on the Scheduled Installation Date (or any additional date during which installation will be performed), First Impression and/or Subcontractor reserve the right to delay or suspend installation of the Products.
(j) Customer shall indemnify, defend and hold First Impression harmless from all loss, damages, third party claims, demands, actions, fines and any other expense, including reasonable attorneys’ fees and expenses, whether for personal injury, theft, bodily injury (including death), damage to the Products and other property in the custody or control of Customer, arising out of or related to any occurrences taking place at the Store while First Impression or the Subcontractor are not present at the Store.
(k) Immediately upon completion of installation, Customer shall carefully inspect the installed Products for completeness and integrity, and allow First Impression’s or Subcontractor’s agent(s) to take photographs of the installed Products. Any defects, damage or other non-conformity occurring during installation must be reported to First Impression immediately at the time of completion of installation in the form of a completed and signed installation ticket (the “Installation Ticket”) to be provided by First Impression’s or Subcontractor’s agent(s) performing the installation. The original signed Installation

Ticket shall be provided to First Impression’s or Subcontractor’s agent(s) performing the installation.First Impression shall not be responsible for any damage Customer fails to timely report.

15. ADDITIONAL SERVICES.

(a) Creative Services. First Impression may, at Customer’s request, provide creative and content development services, which entail the design, production, and development (the “Creative Services”) of Creative Content in accordance with a Statement of Work (“SOW”) to be entered into between the parties. Customer shall provide First Impression with all necessary Customer Materials in a timely fashion. First Impression shall develop the Creative Content in accordance with Customer’s instructions and any mutually agreed creative brief or statement of work. Customer acknowledges and agrees that First Impression’s obligation is to use commercially reasonable efforts to implement Customer’s instructions, and First Impression shall not be responsible for verifying the accuracy, completeness, or legality of any Customer Materials. Customer shall be solely responsible for reviewing and approving all Creative Content prior to in-Store display.
(b) Service Desk. First Impression will process properly substantiated requests for support within a reasonable time in accordance with its usual procedures. First Impression does not guarantee the completeness of responses or support offered. Support is provided on weekdays during First Impression’s regular business hours. If the parties have agreed on a fee on a cost-plus basis, First Impression shall issue an invoice to Customer at the end of each month, which must be paid within thirty (30) days of issuance.

16. CUSTOMER’S DEFAULT. If Customer refuses to accept any shipment when properly tendered, or fails to make any payment due to First Impression or perform any other Customer obligation under this Contract or any other order or agreement with First Impression (including, but not limited to, any invoice issued by First Impression), or an Insolvency Event (as defined below) occurs, the total amount payable under this Contract and/or any other order or agreement with First Impression shall become immediately due and payable. In the event of such breach, in addition to all other rights and remedies First Impression may have at law or in equity, First Impression shall be entitled to resell any Products in its possession, without liability to Customer. In effecting any such resale based upon Customer’s breach of this Contract, First Impression shall be deemed to act in the capacity of agent on Customer’s behalf. Customer shall remain liable for any net deficiency on resale and all other amounts owed to First Impression, including lost profits, expenses, reasonable attorneys’ fees and any other damages permitted by applicable law. Nothing contained in this Section 16 shall be deemed a waiver and/or limitation of any other rights and/or remedies available to First Impression at law or in equity. As used herein, “Insolvency Event” means (i) a receiver is appointed for Customer or Customer’s property; (ii) Customer becomes insolvent or unable to pay Customer’s debts as they mature or ceases to pay Customer’s debts as they mature in the ordinary course of business or makes an assignment for the benefit of Customer’s creditors; (iii) any voluntary proceedings are commenced by or for Customer under any bankruptcy, insolvency or debtor’s relief law; (iv) any proceedings are commenced against Customer under any bankruptcy, insolvency or debtor’s relief law and such proceeding is not vacated or set aside within thirty (30) days from the date of its commencement; or (v) Customer is dissolved or liquidated or discontinues its business operations.

17. INTELLECTUAL PROPERTY RIGHTS.

(a) Products. Any sale of Products hereunder shall not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by First Impression, whether relating to the Products or any manufacturing process, Drawings, software (including the Software), data files, equipment or other materials such as analyses, designs, documentation, reports and offers, as well as preparatory materials and application programs made with them and the performance thereof. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by First Impression. Customer shall indemnify, hold harmless and defend First Impression from and against any claim, loss, damage, expense and cost, including, without limitation, reasonable attorney’s fees, resulting from or otherwise relating to any claimed infringement of patent, copyright, trademark or other proprietary rights arising out of compliance by First Impression with the Specifications and/or Customer Materials.
(b) Software. Subject to the terms of this Contract (including without limitation Customer’s payment obligations), First Impression grants to Customer a royalty-free personal, non-exclusive, non-assignable and non-transferable license to use the basic software incorporated in the Products (“Software”) for purposes of displaying Creative Content through the Products at the Store. Any subscription to third-party software shall be governed by the SOW. Customer shall not, and shall not permit any other person to: (i) copy the Software, in whole or in part; (ii) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Software; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party, reverse engineer, disassemble, decompile, decode, or adapt the Software, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Customer acknowledges and agrees that: (1) the Software is licensed, not sold, to Customer by First Impression and Customer does not have under or in connection with this Customer any ownership interest in the Software; (2) First Impression is the sole and exclusive owner of all right, title, and interest in and to the Software. If and in so far as Software is developed specifically for Customer (“Customer Software”) in connection with the provision of the Products, the intellectual property rights in the Customer Software remain with Customer.
(c) Creative Content. Any final copy of the Creative Content developed by First Impression on behalf of Customer as a result of or during the course of the Creative Services (the “Final Files”) provided hereunder is and shall be a “work made for hire” in those territories that recognize such a concept, and shall immediately upon creation become, without payment of further consideration, the sole and exclusive property of Customer along with all right, title and interest in any intellectual property rights therein. In those territories that do not recognize the concept of a “work made for hire” or in the event the Final Files does not qualify as a “work made for hire”, First Impression hereby irrevocably sells, assigns, conveys and grants to Customer, all right, title and interest in and to the Final Files, including, without limitation, all intellectual property rights in the Final Files. Notwithstanding the foregoing, the intellectual property rights to any draft files used to produce animations incorporated in the Final Files (the “Open Files”) belong to First Impression; for the avoidance of doubt, the foregoing sentence shall not apply to static designs (i.e., Open Files in the form of PSD and Illustrator, among others). After full payment of any amounts due hereunder, Customer shall acquire a royalty-free user license with respect to the Open Files for the duration of the Software license pursuant to Section 17. Customer is not permitted to resell the Open Files or make any changes thereto. For the avoidance of doubt, First Impression or its licensors retain ownership of any Pre-Existing Intellectual Property. “Pre-Existing Intellectual Property” means any content, documentation, code, libraries, programs, software, or other materials of any type, as well as any related know-how, techniques, inventions, ideas, concepts, discoveries, improvements, specifications, designs, software, methods, devices, systems, flow charts, diagrams or other materials or innovations of any kind, that were developed by First Impression prior to rendering any Creative Services under this Contract.

18. DISCLAIMER OF WARRANTIES.

Except where prohibited by law or as otherwise provided herein, neither First Impression nor any person on First Impression’s behalf has made or makes any express or implied representation or warranty whatsoever, either oral or written, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, regarding the Products, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement and all other warranties arising under the Uniform Commercial Code (or similar laws), all of which are hereby expressly disclaimed by First Impression and each of its affiliates and their respective shareholders, directors, officers, employees, agents and representatives, to the fullest extent permitted by applicable law. First Impression personnel are not authorized to alter these warranty disclaimers. Customer accepts any Software “as is” and assumes the entire risk for the performance of the Software. First Impression will not be liable to Customer for any damages resulting from Customer’s use of the Software under this Contract or otherwise. Without limiting the foregoing, First Impression makes no warranty of any kind that the Software will meet Customer’s or other persons’ requirements, operate without interruption, achieve any intended result, be compatible or work with any software, systems or other services, or be secure, accurate, complete, free of harmful code or error-free.

19. LIMITATION OF LIABILITY.

Notwithstanding anything to the contrary contained herein, in no event will First Impression be liable for any indirect, special, incidental or consequential damages, whether based on contract, tort, negligence, strict liability or any other legal theory. To the fullest extent permitted by applicable law, in no event shall First Impression’s aggregate liability arising out of or related to this Contract, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed (i) USD 250,000.00, or (ii) the total amount paid to First Impression pursuant to this Contract during the six (6) month period preceding the event giving rise to the claim, whichever is less. To the fullest extent permitted by applicable law, any claim must be brought by Customer within twelve (12) months of the date on which the cause of action arose. If a written claim is not made and legal proceedings are not commenced within the time period set forth above, Customer waives and releases any right it may otherwise have to bring any claim against First Impression arising under this Contract.

20. INDEMNIFICATION.

(a) Mutual. Each party shall indemnify, defend and hold harmless the other party, its parent company, affiliates and subsidiaries and each of their respective officers, directors, employees, owners, shareholders, attorneys, representatives, lenders, successors and permitted assigns from and against any and all third party claims, demands, losses, damages or expenses (including, but not limited to, reasonable attorneys’ fees), directly arising from or as a result of: (i) the negligent or wrongful acts or omissions of a party; and (ii) bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful conduct of the indemnifying party, its personnel or agents in connection with the performance of its obligations hereunder.
(b) Customer. Customer shall indemnify, defend and hold harmless First Impression, its officers, directors, employees, affiliates and agents and each of their respective officers, directors, employees, owners, shareholders, attorneys, representatives, lenders, successors and permitted assigns from and against any and all third party claims, demands, losses, damages or expenses (including, but not limited to, reasonable attorney’s fees), directly arising from or as a result of: (i) First Impression’s use or reliance upon any Specifications, Customer Materials, Creative Content or any other plans, content

and materials (including, without limitation, any software, hardware, systems, data and networks) provided by or on behalf of Customer in connection with the Products and/or the Creative Services; (ii) Customer’s breach of any representation, warranty, or obligation of Customer under this Contract; or (iii) Customer’s violation of any applicable federal, state or local laws.

21. CONFIDENTIALITY. Customer acknowledges that all technical, commercial and financial data disclosed to Customer by First Impression and/or its affiliates is the confidential information of First Impression and/or its affiliates. Customer 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. In the event of any breach or threatened breach of this Section 21, First Impression shall be entitled to seek equitable relief, including an injunction, in addition to any other remedy available to First Impression at law or in equity.

22. TAXES. Where appropriate, Customer shall provide First Impression with an exemption certificate acceptable to the taxing authorities. Any taxes which First Impression may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the Product(s), including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Customer, who shall promptly pay the amount thereof to First Impression upon demand.

23. FORCE MAJEURE. First Impression shall not be liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Customer or any third party, act of civil or military authority, or governmental priority or other allocation or control; (iii) fire, flood, earthquake, hurricane, blizzard or other natural disasters or adverse weather events; (iv) strike or other labor difficulty; (v) war, invasion, hostilities, riot or other civil disturbance, acts of terrorism; (vi) embargoes; (vii) governmental laws, rules, regulations or other requirements (including, but not limited to, import or trade restrictions); (viii) national or regional emergency; (ix) epidemic, pandemic or other severe public health crisis; (x) delay in transportation or inadequate transportation services, telecommunication breakdowns, power outages or shortages, defective machinery, or inability or delay in obtaining supplies of adequate or suitable materials; or (xi) any other commercial impracticability. If such a delay occurs, First Impression’s delivery or performance shall be extended for a period equal to the time lost by reason of delay. If First Impression is prevented from performance hereunder due to a force majeure event and such force majeure event continues for a period in excess of thirty (30) days, First Impression shall have the right to terminate the affected order. If First Impression is prevented from performance hereunder due to a force majeure event, and such force majeure event continues in excess of six (6) months, Customer shall have the right to terminate the affected order.

24. APPLICABLE LAW AND FORUM. This Contract shall be governed by the laws of the State of New York without regard to conflicts of law rules. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Contract. Any disputes hereunder shall be resolved in the courts of the State of New York, County of New York.

25. GENERAL PROVISIONS. This Contract shall constitute the entire agreement between First Impression and Customer. No changes to, waiver of, or addition to this Contract shall be effective unless agreed to in writing and signed by both First Impression and Customer. Customer acknowledges and agrees that this Contract supersedes the terms and conditions of any documentation provided by Customer and any conflicting or additional terms and/or conditions are expressly rejected by First Impression and are null and void. In the event there is an inconsistency between these terms and conditions and the Sales Order, the terms of the Sales Order shall prevail. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision of this Contract. The headings contained herein are for purposes of convenience only and shall not control or affect the meaning or construction hereof. This Contract may be executed in counterparts and may be executed electronically. An electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including without limitation facsimile or e-mail electronic signatures. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. If Customer has been provided with a copy of this Contract in any language other than English, such document has been provided to Customer for convenience purposes only; the English version shall be the controlling version and shall be binding upon the parties.