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8743 East Pecos Road, Suite 122 Mesa, Arizona 85212

MANUFACTURING AGREEMENT
TODAY’S DATE: August 23, 2012 EST. PRODUCTION TIME: 15-20 Business Days BUYER: Gustavo Loyo JOB NAME: 12-0800 (Tenshon-Loyo) JOB LOCATION: Florida ADDRESS: Florida

1. Parties to this agreement: Manufacturer: Tenshon

Buyer: Gustavo Loyo

2. Proposed goods and quantity to be sold by Manufacturer to Buyer: a. See Scope of Work: see attached Appendix B We propose to furnish the goods and quantity specified herein, in accordance with the details and specifications contained herein for the sum of (excluding sales tax): Eight hundred sixty-eight and 89/100 Dollars ($868.89). Payment as follows: A 100% deposit of $868.89 is required to begin production, including the applicable tax, if any, in order for Manufacturer to release goods to Buyer. Payment will be accepted by means of cash or company check. Shipping is to be paid for and arranged by Buyer, unless otherwise agreed upon herein and Manufacturer will make goods available for pick-up, upon Buyer’s payment in full.
All goods are guaranteed to be as specified. All goods are to be completed in accordance with the specification contained herein. Buyer holds a limited 1-year manufacturer’s warranty on the materials used. Any alteration or deviation from the included agreement terms will be executed, and become legally binding, only upon written request by the altering party and/or the signing by both parties of a new Manufacturing Agreement. Manufacturer holds the right to retain control of both the deposit and the goods pending Buyer’s failure to make payment in full. Buyer’s cancellation of the Manufacturing Agreement, refusal to pay, or Buyer’s effective cancellation through non-communication with Manufacturer for a period exceeding 60 days, will also bring about fees and costs detailed in the additional terms of Appendix C. The Manufacturer is not responsible for delays caused by third parties and/or circumstances out of Manufacturer’s control. Accordingly, Manufacturer will not be in breach for such delays or circumstances. All approvals and/or building permits required by governing agencies, boards and/or interested parties, are the responsibility of the Buyer, unless otherwise noted, and the Manufacturer is not responsible for the inability to perform this Agreement due to Buyer’s failure to obtain said approval. In the case that Manufacturer is involved in any way with the installation of the products they manufacture pursuant to this agreement, their actions or inactions are governed by Appendix C of this Agreement. Shipping is FOB Manufacturer’s place of business, unless otherwise arranged in this Agreement. Any loss or damage occurring via transport is not the responsibility of the Manufacturer. This Agreement is valid for 30 days from the date first signed by one of the Parties’ and will become void thereafter, if Buyer or Manufacturer does not sign the Agreement and the retainer is not paid in full within said timeframe. Additional Terms contained in Appendix A, B & C and are incorporated herein, regardless of Buyer’s initialing of each individual Appendix page and are intended to provide more specificity to the above terms and clarify other additional terms.

Acceptance of Agreement: Buyer hereby accepts and agrees to the terms and conditions of this Agreement, including the

Agreement Price stated above, the Additional Terms and Conditions set forth in Appendix C, and any appendices or addenda referenced herein. Buyer hereby authorizes Manufacturer to commence the Work described within this Agreement.

Manufacturer: Tenshon

By: ___________________________________ Date: ____________

Buyer: Gustavo Loyo

By: ___________________________________ Date: ____________
(See attached appendices)

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APPENDIX A These diagrams are to be considered general production plans.C. The dimensions are to be considered generalities. Further diagrams may be produced by Manufacturer to clarify these designs and are incorporated by reference herein. Color shown as KHAKI 2 of 4 . * Sketch Area * Double fold. grommet every 1’ O. unless otherwise noted herein. hemmed panels with #5 nickel-plated grommets.   GENERAL SKETCH & DESIGN .

_____________ Buyer’s Initials 3 of 4 .C. Color shown as KHAKI *Design may change based on approval of both parties.* Double fold. grommet every 1’ O. hemmed panels with #5 nickel-plated grommets.

Primed or Sealed Powder Coat Color – Metal preparation is expressly disclaimed. and does not involve a 3rd party shipper. When the shipment of the goods is included in the price. Membrane 1 – AB-1’2 5/8”. Engineering Upgrades Permits & Approvals _____________ Buyer’s Initials 2 of 4 . BC-2’. DA-2’. DA-2’. Tenshon is not responsible for the actions of any contractor or installer regarding footings. and engineering performed by the third party. DA-1’4 3/16”. Other Wire Rope Small Hardware Quantity - Large Hardware Quantity - Bracket Quantity - Manufacturer’s representative will be present onsite for ____ day(s). AC-1’8 11/16”. DA-2’. BC-2’. Based on Buyer’s requested finished dimensions. CD-9 5/8”. or any other party. AC-1’6 13/16”. Manufacturer is not responsible for obtaining permits or approvals from any. or any governing organization. if a 3rd party shipper is involved. CD-1’2 5/8”. hanging/installing the shade membrane and any site preparation or clean-up.1’6 13/16” Membrane 3 – AB-1’2 5/8”. CD-1’2 5/8”. Manufacturer assumes no liability regarding the correctness of calculations. that has jurisdiction over the site contemplated in this Agreement. length and/or size are included by reference here.   SCOPE OF WORK . pursuant to this Agreement. DA-2’. If the Manufacturer personally ships the goods to Buyer. tensioning and conversation regarding functionality of the membrane or shade panel. BC-1’4 3/16”. design. to answer questions regarding the membrane only. BC-2’. BC-2’. Such support will be limited to proper membrane installation. Manufacturer will produce limited representative designs of the intended shade membranes. BD-2’4 1/8” Membrane 2 – AB-9 5/8”. DA-2’. Opinion given regarding pole or component installation is expressly disclaimed and manufacturer is not responsible for the validity of. Manufacturer further excludes any liability regarding negligence on the part of the engineer or their work product. CD-1’2 5/8”. STANDARD INCLUSIONS & EXCLUSIONS Shade Membrane(s) Included Excluded Based on Buyer’s verified connection points. A third party professional performs all engineering regarding this Agreement. Any omissions or ambiguities are expressly excluded. BD-1’8 11/16” Membrane 9 – Membrane 10 – Membrane 11 – Structural Components Included Excluded Pole & Component Finish Included Excluded Hardware Included Excluded Install Support Included Excluded Design Included Excluded Engineering Included Excluded Shipping Included Excluded Quantity – Length – If engineering is included in this Agreement. material and product handling. AC-2’4 1/8”. BD-2’4 1/8” Membrane 4 – AB-1’2 5/8”. damage or loss is limited to the monetary portion of the contract allotted to shipping. AC-2’4 1/8”. BD-2’4 1/8” Membrane 7 – AB-1’2 5/8”. BC-2’. BC-1’2 5/8”. HOA. Engineering includes the stamp required for permitting or approvals for construction and installation.APPENDIX B The scope of work is intended to represent to full responsibility of Manufacturer to Buyer. CD-1’2 5/8”. BD-2’4 1/8” Membrane 6 – AB-1’2 5/8”. The failure of Buyer or Buyer’s representative to obtain required permits or approvals does not void the agreement or Buyer’s obligation to pay in full. municipality. Install support shall not be construed as construction or engineering advice or direction. DA-2’. CD-1’2 5/8”. area and intended structures. following the stamping of the engineering. metal or wood poles and components. BC-2’. AC-2’4 1/8”. Buyer further waives and indemnifies Tenshon against any claims of negligence and/ or construction defect related to handling and installation. CD-1’2 5/8”. those opinions expressed by the representative on topics outside the membrane or shade panel. governing municipality. EXPRESS EXCLUSIONS Installation Installation of any kind is expressly excluded. AC-2’4 1/8”. the engineering specification regarding structural component quantity. AC-2’4 1/8”. Any claims of damage or loss must be made to the carrier. BD-2’4 1/8” Membrane 8 – AB-1’2 5/8”. CD-1’2 5/8”. or issues caused by. BD-2’4 1/8” Membrane 5 – AB-1’2 5/8”. DA-1’2 5/8”. This Agreement excludes engineering upgrades or changes that may be required or requested by the Buyer. BD. AC-2’4 1/8”. it is still FOB Manufacture’s place of business.

vandalism. if any. is received in cash or cashier's check. Buyer will be responsible for: (i) removal of the damaged portion (i. buried construction materials or debris. or (b) cost to relocate posts. (v) Buyer’s error(s) or discrepancies in measurements they supply to Manufacturer. If full payment is not received at the specified time. monetary or otherwise. 4. including: ordering materials.” This Agreement shall be governed by and construed and enforced under the laws of the State of Arizona. for the interpretation or enforcement of this Agreement and the collection of amounts due under this Agreement whether or not suit is brought or. this Agreement. other hidden obstructions or hard soil. Manufacturer is permitted to verify Buyer's credit before starting the Work. without notice to Buyer until payment in full of past due amounts. rusting on posts or hardware. abrasive substances or corrosive chemicals such as swimming pool chemicals. addressed to Manufacturer’s address listed on this Agreement. and replacement or repair of materials supplied by Buyer. paint or finish of any kind. monetary or otherwise. (iii) return shipping back to Buyer upon completion of the repair.5% per month (18% APR) from the original due date until paid. Buyer shall obtain from all governmental authorities and agencies. material only. pattern or texture. This Agreement constitutes the entire agreement of Manufacturer and Buyer pertaining to the subject matter of this Agreement. _____________ Buyer’s Initials 5 of 5 . f. hardware to hardware. normal wear and tear. in addition to the late payment fee. Buyer's failure to obtain or delay in obtaining building permits or HOA approvals. or removed to. the warranty or any other rights under this Agreement without Manufacturer's prior written consent in its sole discretion. shade. 8. any future repairs. snow. or corrections shall become the full responsibility. if any (i. upon returning the full amount of all monies theretofore paid by Buyer.e. court or arbitration costs and other expenses of or in connection with the suit. the Federal District of Arizona shall be the exclusive place of venue for any such proceeding or action. Manufacturer shall not be responsible for increases in the contract price after encountering underground rocks. plus all applicable late fees and interest. as referenced herein only. "HOA"). or other repair. Manufacturer may cancel this Agreement. contraction. Buyer shall pay all costs incurred by Manufacturer.e. sprinkler and irrigation lines. (ii) shipping of the damaged portion to Manufacturers facility. personal representatives. whichever is greater. and any purported or attempted assignment not consented to by Manufacturer shall be voidable by Manufacturer. if applicable. at any time before commencing actual. At that time. in any event as determined by Manufacturer in its sole discretion. they must: (i) be made in writing. for any reason or for no reason. If Buyer cancels this Agreement for any reason or for no reason (other than Manufacturer's breach). materials shortages. lighter fluid and petroleum products. but not later that 15 business days following the first appearance of a claimed warranty defect in the materials. stitching and thread. successors and permitted assigns. abuse or misuse. a written statement from the Buyer and physical samples of the defect. or full or partial replacement of materials. AND BUYER HEREBY WAIVES AND RELEASES MANUFACTURER FROM ANY SUCH WARRANTIES. then Buyer shall pay interest on all unpaid amounts (including any unpaid late fee) at the rate of 1. Warranty shall be void upon any subsequent repair. and (iv) reinstallation of the product. warrants the work described in the attached Manufacturing Agreement ("Work") to the original Buyer described in this Agreement ("Buyer") against faulty workmanship for labor performed by Manufacturer.e. change orders requested. etc. 6. that result from the change order. and (b) if full payment is not received within 5 days following the due date. paying or becoming obligated to pay sales commissions. or finish of any kind (iv) Defects or insufficiency in applied powder coat. In order for warranty claims to at any point be considered valid or binding. steel to steel. having jurisdiction over the job site. and Buyer's breach of this Agreement. assigning or hiring laborers. ORAL OR WRITTEN INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. via USPS registered mail. With regard to underground utility lines and pipes. and as provided in. are made a part of this Agreement. if brought. expansion. This Agreement is for the benefit of and shall bind the parties and their heirs. In addition. of Buyer. Failure to respond in this timeframe will void this warranty in its entirety and nullify all proposed solutions. Such claims will thereafter become the full responsibility. fading of fabric or paint color. and defective materials manufactured by manufacturer. or the party authorized by Buyer. Manufacturer shall have the right to stop its performance of the Work. if any. shall not void Buyer’s obligation to pay Manufacturer in full. lightning and winds in excess of rated capacity). A Warranty claim is effective only if Buyer has paid all sums due under. b. When determining the Cancellation Fee. whose courts shall have jurisdiction over any legal proceedings or actions arising from this Agreement. 3. installation or use. hardware and other materials other than shade fabric. and no third party is intended to be a beneficiary of or have the right to enforce this Agreement.00. labor and materials. including attorneys' fees and court costs. Arizona. “Including” means “including without limitation. THERE ARE NO OTHER WARRANTIES. Any attempted payment made by Buyer with uncollectible funds shall be considered as if no payment has been made at all and may. (ii) be specific and include detailed documentation as to the claim.ADDITIONAL TERMS . of the Buyer. expense and effort.) and never in excess of the total amount of the Agreement price less taxes. e. 1 year after completion of the Work. modification. documentation is defined as. Time is of the essence with respect to the performance of all provisions of this Agreement. to obtain the necessary permits or approvals for construction. a. Claims submitted after this timeframe will be void and outside this warranty agreement. accidents. or (b) Manufacturer's costs of every kind or nature whatsoever incurred through and including the cancellation date plus 10% of those costs if Buyer cancels after Manufacturer has commenced construction of the Work. whether it is prosecuted to final judgment. and supersedes any prior or contemporaneous oral or written agreements and understandings of the parties in connection with the project contemplated by this Agreement. Manufacturer's warranty repairs: (i) may not match surrounding or existing color. then the nonprevailing party shall pay the prevailing party's reasonable attorneys' fees. 2. submitted to Manufacturer via USPS registered mail. If either party brings suit against the other arising from this Agreement. 1 year after completion of the Work. Manufacturer shall be deemed to have commenced construction of the Work when Manufacturer first becomes liable for or incurs expenses or opportunity costs. conditions surrounding the claim and the cause. d. settling or other shifting of soils in which posts are installed. Changes to the Work requested by Buyer shall not be effective unless: (a) set forth in writing and signed by Buyer and Manufacturer. and (ii) shall consist of spot repair. upon Manufacturer’s completion. Buyer agrees that the Cancellation Fee constitutes liquidated damages and not a penalty. shade fabric to shade fabric. alterations. c. Manufacturer's liability under the warranty is limited to the specific monetary portion of the Agreement to which the defect can be attributed (i. and (ii) for posts.APPENDIX C 1. Buyer may not assign or transfer this Agreement. Buyer will have 15 business days to respond. or the cost to repair or relocate them. or declining to schedule other installations because of scheduling the Work for the same day. Appendices. neglect. all or any portion of the Work by anyone other than Manufacturer. and addenda. barbeque smoke. Work completion time shall be increased without penalty for delays caused by events or conditions beyond Manufacturer's control. (ii) Damage to the Work arising in whole or in part by events or conditions beyond Manufacturer's control. or removal of. etc. upon Manufacturer’s completion and ability to deliver. then Buyer promptly shall pay to Manufacturer a fee ("Cancellation Fee") equal to: (a) 25% of the total Agreement price if Buyer cancels before Manufacturer commences construction of the Work. closed account or any other reason. To satisfy this requirement. but not limited to. Manufacturer shall not be responsible for: (a) damage caused to. alteration. If any payment by Buyer is not collectable by Manufacturer upon presentment because of insufficient funds. as follows: (i) for shade fabric. pay an administrative handling fee of $50. including: Acts of God. an Arizona Limited Liability Company ("Manufacturer"). including the effects of: Acts of God (including. specifying all additional charges. Tenshon. paint. but not limited to. as detailed above. contact by heavy or sharp items with posts or shade fabric. to Manufacturer’s proposed mitigation. (v) Minor variation in shade sail or panel sizing up to 3 % of Manufacturers intended side lengths. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. (b) Manufacturer has received payment of all additional charges. labor shortages or strikes. photographs. and Manufacturer may at its sole option require that Buyer's payment of all subsequent monies due under this Agreement be in cash or cashier's check. (iii) Failures or insufficiencies in preparation of metal or wood poles or components for powder coat. or any warranty work. Federal Court. This Agreement is for the sole benefit of Manufacturer and Buyer (including a permitted assignee). If an action under this Agreement is brought in. 7. at Buyer's cost. physical performance of the Work and. Manufacturer's warranty does not cover: (i) Variations in the color of the shade fabric. Maricopa County.). then Buyer shall. Submitted claims must be submitted as soon as practicably possible. Failure by Buyer. then to compensate Manufacturer for its costs incurred incident to a late payment: (a) Buyer shall pay a late fee of $50 or 5% of the unpaid amount. all necessary permits and approvals for the Work. hardware. Manufacturer's liability for warranty claims made regarding UV degradation are limited to the actual cost of the fabric to the Manufacturer and not the total shade fabric or shade sail cost incurred by the Buyer. add posts or otherwise reconfigure the shade structure because of them. addition to. Buyer has purchased a good(s) from Manufacturer and payment is due in full. If a valid warranty claim is made and Manufacturer agrees to some form of mitigation. and from Buyer's associations. shall be the exclusive place of venue for any such proceeding or action. hail. 5. events described in Section 2 above. chemical fumes. and the like. shall be released from this Agreement. stitching and thread. subject Buyer to such liability and damages for the tender of an uncollectible check as are available to Manufacturer at law or in equity. at Manufacturer's option. including any appeal. EXPRESS OR IMPLIED. membrane.