1.0     Applicability

1.1 The universal terms and policies of sales and deliveries apply to all products purchased by a customer of Zedpac.These terms and policies reserve the rights between the clients and the company and are applicable even when Zedpac has involved a third party for delivery of the products.

1.2 Zedpac shall not accept any terms and policies designed by the customers except those which they have agreed upon in writing. Zedpac is not responsible for different terms and policies attached to any purchased product. Zedpac considers such to be null and void.

1.3 Zedpac has the rights to change the Terms and Policies whenever they want. Amended Terms and Policies will valid 90 days after informing the customers.

2.0     Purchase Orders and Ordering

2.1 Zedpac reserves the right to revoke any non-binding quotations before the purchase is made or before they accept a purchase order from the customer unless the company states differently in writing.

2.2 The customer is required to write down a purchase order to cover every single shipment of services or products. It is the responsibility of the customer to check the completion and accuracy of the purchase order. It is the responsibility of the customer to purchase products in accord to these Terms and Policies. After Zedpac accepts the purchase order, the order becomes binding between the two parties and neither of these parties has the power to revoke, reschedule or cancel the order without written consent from the other party. Zedpac and the customer are not within the power to irrationally delay or withhold the written consent.

2.3 Customers must be aware that the models, drawings, samples, dimensions and figures including any other products and services specifications are just close estimates. However, ZedPac will put enough effort to ensure they give product specifications with high accuracy level.

3.0      Prices and Taxes

3.1 Prices set on services and products can change any time, and ZedPac always has the power to change the price list, documents, printed matter, documents, and brochures. The company may upsurge product prices because of; (a) rise in factory prices, fluctuations of the foreign exchange rate, raw materials, and freight rate. (b) When clients request a change in the order of purchase (c).unclear instructions from the customer or when the customer gives ZedPac inaccurate information about the ordered product or service. In the event of an increase in product or service price ZedPac shall inform the customer at least 3 days before the date of delivery.

3.2 The prices of products and services are not inclusive of provincial, federal or local sales, excise, property, VAT, use, withholding, and any other similar taxes because they are for the customer’s account. If a client is to be exempted from paying tax or pay directly, they must produce certificates to ZedPac together with the purchase order. If ZedPac is to pay Taxes on behalf of the customer, the company will send an invoice to the customer after which they will refund the amount back to ZedPac. If ZedPac pays tax for the customer including all expenses, cost, and liabilities such as attorney’s fee, penalties, Tax, interest, and any other related cost the customer must reimburse the amount and shall not hold ZedPac responsible for any extra charges. However, ZedPac shall be responsible for any taxes linked to their property, employees, income, and franchise.

3.3 All the fees and prices are in United States dollars. If in any other currency, it must be stated by ZedPac in writing. Clients are responsible for the exchange rate risks unless agreed in written form.

4.0     Delivery and Risk of Loss

4.1 Unless otherwise agreed in writing, delivery of purchased goods are made from ZedPac warehouse, and the products get ferried at the risk and expense of the customer. The goods are to be insured against damage or loss by ZedPac but only if ZedPac accepts the customer’s requests. Otherwise, the expense will be covered by the customer.

4.2 The dates set for delivery are not accurate, and the delivery time is not of importance. If ZedPac fails to deliver purchased products within the agreed date (a) it is not within the powers of the customer to reject or terminate the order unless delivery delays by more than (3) days from the agreed date. (b). ZedPac has the power to make partial deliveries. However, if part of delivery delays more than 3 days, both the client and ZedPac have the right to terminate the order. (c) ZedPac shall not be held accountable for the delay in delivery caused by unavoidable circumstances or failure of the client to provide accurate shipping instructions and information such as location and address.

4.3 The client must be available to accept product delivery during typical working hours failure to which they shall be expected to pay all arising costs such as freight and storage charges. Customer shall be charged based on ZedPac’s rates or the local charges. If the stored deliverables get damaged or lost, the customer shall bear the risk.

4.4 The customer has the power to request ZedPac to modify the purchase order in writing within the first (10) business days before delivery. However, ZedPac has the power to decide whether or not to modify the purchase order. If accepted, ZedPac shall communicate with the customer in writing. If the modification includes size, quality, and quantity, ZedPac is entitled to increase or reduce price according to their Terms and Policies.

5.0     Returns

5.1 Immediately the customer receives the products, they must inspect the products for faults and non-conformance with the purchase order and inform ZedPac in writing within (7) days after delivery in case of non-conformity or defects. After the (7) days period are over, ZedPac assumes the customer is satisfied with the deliverables. After acceptance, the customer is not within the powers to revoke the products for any reasons whatsoever.

5.2 Nonetheless, if the defect is hidden, the customer shall be given a (2) months ultimatum to report the defects to ZedPac. However, if the goods have already been put to use, ZedPac shall not be liable nor do these claims entitle the customer to delay with payments.

5.3 The customer is not entitled to reject the complete delivery because of defects in the part of the delivery.

5.4 In the event of an error, shortage, non-conformance or defect in the purchase order, the customer shall allow ZedPac to inspect the alleged defects. Nonetheless, ZedPac is not responsible for repairing or replacing any product if (a) the deliverables were handled or stored or processed improperly by the client. (b) If the client has not met all the requirements about the Terms and Policies. (c) If the deliverables have already been processed. ZedPac will not accept any refund requests unless they have given prior approval.

5.5 THE ONLY REMEDY FOR ALLEGED FAULTY PRODUCTS IS REPAIR OR REPLACEMENT OF THE PRODUCTS OR PARTS OF THE PRODUCTS WITHOUT CHARGING THE CLIENT.

6.0     Proofs

6.1 If the client is given proof for a product before production and shipment of the order, the client must inspect the proofs to ascertain they comply with their request by checking for typographical and printing errors and return the proof to ZedPac. If the proofs don’t have any errors and comply according to the agreed specifications customer must return proofs without commenting further. However, if there is non-compliance in product specification, the customer should point out the required corrections in writing and send back to ZedPac. ZedPac will only provide the customer with new proofs if they comply with the Terms and Policies of ZedPac. Unless ZedPac has received proofs that are fully approved by the client, it will not start production or shipment of the product.

6.2 Both parties are entitled to cater for their expenses in connection to shipment of proofs to client or ZedPac.

7.0     Permitted Quantities and Deviations

7.1 ZedPac will expect the customer to give specifications of the number of units of products or services including the minimum weight of a product. If the purchase order does not contain the required minimum, ZedPac shall adjust the purchase order and send it back for customer approval.

7.2 If a customer needs to adjust the dimensions and quantity of the ordered products from the already submitted purchase order, they shall communicate with ZedPac in writing before shipment, and the customer shall settle all related costs.

7.3 The measurement of the products delivered by ZedPac shall be in conformance with the dimensions given by ZedPac and deliverables may not be rejected due to errors in dimensions of the products as long as the products fall within acceptable deviation limits as explained below:

7.3.1. The standard length or width of the delivered product including cannot be more than 5% of the quoted width or length of the ordered product considering the permitted deviancy cannot exceed 1 cm.

7.3.1. The quoted height or the average thickness of the delivered product cannot be more than 10%.

7.4 Clients are expected to understand that deviance in the number of units or weight of ordered deliverables may happen during the printing and production course. The client shall not reject products with small deviations as long as they fall within the acceptable deviance limits as explained below:

7.4.1. For Purchase Orders placed by unit:

Number of units ordered Permitted Deviation

Number of Units Total Order

Fewer than 5000 25%

5000-10000 20%

10000-30000 15%

30000 and greater 10%

7.4.2. For Purchase Orders placed by weight:

Weight of Products Ordered Permitted Deviation

Weight in Kg Total weight ordered in %

Less than 200 25%

200-500 20%

500-1000 15%

Above 1000 10%

7.5 If there is a deviation in the delivered products according to Section 7.4 above, the client will be invoiced and shall agree to pay the price per unit as agreed upon price per unit in the quantities that were delivered.

7.6 There is no assurance that ZedPac will deliver the exact color of the ordered product. Color deviation resulting from the materials used and the printing process is not a reason for rejection of the product by the customer.

8.0     Force majeure

ZedPac won’t be responsible for failure or delay to perform any of its responsibilities under the stated Terms and Policies caused by uncontrollable events which include but are not limited to riots, war, extreme weather and prohibition of trade or imports. ZedPac is to inform client earlier in writing in case of such Force Majeure Events and will take logical steps to overcome such occurrences.

9.0     Warranty

9.1 ZedPac has warranted its services and products against errors and faults for two months from the delivery date. During the two months warranty period ZedPac will make sure it repairs or replace any faults that may be found after delivery product delivery at the company’s discretion. The warranty is only applicable for clients who have complied with the Terms and Policies.

9.1.1 The warranty provided by ZedPac does not cover damages and faults caused by improper storage, product misuse, failure brought about by-products not registered under ZedPac or unprecedented use or misuse of products. Also, the warranty is considered void if the customer continues using the product even after the fault is apparent.

9.1.2 UNLESS STATED BY WRITING, ZedPac SHALL USE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THUS ZedPac, ITS AFFILIATES, THIRD PARTY AND LICENSORS SHALL DISCLAIM ALL CONDITIONS, WARRANTIES, CLAIMS OR REPRESENTATION OF ZedPac PRODUCTS WHETHER STATUTORY, EXPRESSED, IMPLIED OR ANY OTHER, INCLUDING BUT NOT RESTRICTED TO CONDITIONS OF MERCHANTABILITY, COMPATIBILITY, FITNESS, NON—INFRINGEMENT OR IMPLIED WARRANTIES.

ANY OTHER ADVICE OR INFORMATION, EITHER WRITTEN OR ORAL THAT WILL BE OBTAINED FROM ANYWHERE OR ZedPac WILL NOT CREATE ANY CONDITION OR WARRANTY.

10.0     Liability and Limitation of Damages

10.1 ZedPac AND OR ITS OFFICERS, AFFILIATES OR EMPLOYEES SHALL BE HELD ACCOUNTABLE WHETHER IN TORT, CONTRACT, WARRANTY OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM OF LOSS OR DAMAGES (AND CLIENT RELINQUISHES ANY CLAIMS OR CAUSES OF ACTION RELATED TO ALL ACTS AND/OR OMISSIONS LINKED TO THE PRODUCTS SOLD OR DISTRIBUTED TO CLIENT.

10.2 NEVER SHALL ZedPac, ITS LICENSORS OR AFFILIATES BE RESPONSIBLE FOR ANY INCIDENTAL, DIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER FORM OF LIABILITY ARISING FROM TORT, CONTRACT, WARRANTY OR PRODUCT LIABILITY WHETHER ANTICIPATED OR ACTUAL.

10.3 NONETHELESS, ANY AGREEMENTS MADE ON THE CONTRARY ZedPac SHALL NOT AGREE TO ANY AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND EXCEEDING THE AMOUNT PAID BY CLIENTS FOR PURCHASE ORDER.

10.4 IN THE EVENT OF ANY DAMAGES OR LOSSES, ZedPac, ITS AFFILIATES, LICENSORS OR EMPLOYEES SHALL NOT BE HELD RESPONSIBLE WHETHER OR NOT THEY ARE AWARE OF POSSIBILITY OF SUCH OCCURRENCES.

11.0     Indemnification

CUSTOMER AT THIS MOMENT AGREE TO INDEMNIFY, HOLD, DEFEND ZedPac. THESE TERMS PRESENT FUTURE EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AFFILIATES AND AGENTS HARMLESS AGAINST OR/AND FROM ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, LIABILITY, PENALITIES AND COSTS (APPLICABLE ATTORNEYS’ FEES) IN ASSOCIATION WITH CUSTOMERS BREACH OF ANY AGREEMENT OR THESE TERMS AND POLICIES OR LINKED TO ANY DISTRIBUTION, SALE OR USE OF PRODUCTS AND SERVICES BY CUSTOMER UNLESS IT WAS ZedPac FAULT—FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

12.0     Intellectual Property

12.1 All rights to intellectual property including copyrights, models, designs, patents, trademarks know-how and any other commercial or proprietary rights and trade secret rights, documentation, tools related to the services or products including modifications wholly owned by ZedPac or its licensors. Customers have no access to rights or transfer unless explicitly stated in writing. The latter is applicable even where the products have been developed, designed or compiled for the client.

12.2 Customer or a third party is not permitted to make any modifications or repairs to ZedPac products unless explicitly stated in writing.

12.3 Customer does not have the right to attach any trademark on ZedPac products or to scrape off a copyright trademark or to use the trademark in any other way, or to register the trademark under their names. Specifically, no customer has the rights to register any patent involving, based upon or for any other services or products.

12.4 In the event that customer has knowledge of any third party trying to infringe any copyrights, they are obliged to report to ZedPac and to take all the possible steps necessary to prevent the infringement, and customer is expected to fully cooperate with investigators on behalf of ZedPac in relation to customer compliance with the agreed restrictions of use.

13.0     Confidential Information

13.1 Confidential information means:

(a) the Terms and Policies between customers and ZedPac.

(b) Any non-public, confidential or proprietary information relating to a disclosing party, whether or not technical in nature, including any information that is designated by the disclosing party as confidential information,to be confidential or proprietary Notwithstanding the foregoing confidential Information does not include information which: (a) is in the public domain at the time of disclosure or becomes available thereafter without restrict to the public, (b) is lawfully in possession of the receiving party at the time of disclosure by the disclosing party and not otherwise subject to the restriction on disclosure. (c) is approved for disclosure by prior written authorization of the disclosing party Or. (d) is developed independently and separately by either party without use of the disclosing party’s Confidential Information.

13.2 Both Customers and ZedPac agree that privacy of information between them will protect the information propagated by either party and will protect the privacy of the shared information just as each of them would respect their confidential information. Neither ZedPac nor client should copy, sell or distribute the shared data to a third party without their consent, which consent shall only be withheld or granted with the sole discretion of either party.

13.3 ZedPac and its Customers will not allow its employees or the third party to gain access to the shared confidential information and will only grant them access after binding the third party and their employees on the same confidentiality level as stated in the Terms and policies.

13.4 The receiving party is obligated to return all the received confidential information to the disclosing party immediately they receive a receipt of a written request or destroy the confidential information upon request from the disclosing party.

14.0     Payment

14.1 The customer is obligated to complete full payment as stated in the customer’s invoice within the agreed payment date. The stated amount on the invoice will be due in case customer suspends or terminates all or a portion of their business activities, run bankrupt, admits their inability to settle the payment. Insolvent or involuntary or voluntary filing of petition, for or adjudication of bankruptcy of Customer under any federal, state or municipal bankruptcy or insolvency act, the appointment of a receiver, trust party, keeper, or liquidator, or any action comprise a general assignment by Customer, for the benefit of creditors on its properties and interest.

14.2 If payments are not settled according to the agreement outlined in this article, a 15% contractual interest per month shall apply or rate as high as permitted by the law with effect from the first day after the payment terms expire. Monthly interests shall apply even in parts of a month as they are considered full months. Any payments made by the customer shall first be used to set off the accumulated interest.

14.3 In the event that ZedPac is convinced that the customer’s financial position and payment performance are vindicated delayed or late payments, ZedPac shall determine the form in which the customer will furnish security or pay in advance. In case the client is not able to furnish the agreed security, ZedPac will be forced to terminate all other forms of agreements instantaneously and whatever amount is owed to ZedPac by the client shall become due and payable within the shortest time possible.

14.4 The customer is obligated to settle all the amounts incurred by ZedPac without any limitations, reasonable attorney’s fee, collection agency fee, and arbitration cost.

15.0     Customer Materials

15.1 The print works, manuscripts, plates, image carriers, originals, lithos (customer materials) acquired by ZedPac from clients will automatically become the property of ZedPac and will be retained with the customer knowledge for at least 24 months from the date of order termination. The acquired materials shall be disposed of or destroyed after completion of the 24 months if the customer fails to return the materials.

15.2 All materials acquired by ZedPac from the customer shall remain the property of ZedPac and cannot be transferred to any third party upon request from the customer.

16.0     Severability

If the endowment of the policies and terms of the agreement between ZedPac and Customer is considered null and void or otherwise invalid or ineffective by jurisdiction from the court of law (i) the provision shall be reinstated to give the actual meaning of the original terms of the agreement with relation to all the applicable laws. (ii) All other agreements, terms, and provisions shall remain in full effect.

17.0     Governing Law

All the orders governing the transactions made between ZedPac and Customer shall be overseen based on the Laws of the State of CA regardless of the conflict of law principles and notwithstanding the United Nations Convention on the contracts for the international sales of services and goods. Therefore both ZedPac and Customer shall abide by exclusive jurisdiction and have the right to relinquish any existing objections and venue of the federal courts located in Los Angeles, CA in accordance to any suits, claims or proceedings based on these Terms and Policies or any transactions anticipated at this moment.

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