Wholesale Terms & Conditions

STANDARD TERMS AND CONDITIONS 1. DEFINITIONS. In these Standard Terms, and Conditions the following definitions apply: a. “Buyer” means _________. “Seller” means Papers and Ink Studio, Inc. “Deliverables” means all the products to be supplied by Seller under the Invoice. “Invoice” means the invoice containing the purchase order issued by Seller for the supply of the Deliverables, which may be a written or electronic document, and may also include particular shipping instructions and/or other specifications required by Buyer for the Deliverables. b. These terms and conditions, together with the Invoice, constitute an offer by Buyer to purchase the Deliverables from Seller pursuant to the terms and conditions described herein. This offer is not an acceptance or a confirmation of any previous offer or proposal from Seller, and this offer shall be deemed to be a rejection and counteroffer with respect to any previous offer or proposal from Seller. c. This offer shall become an “Agreement” upon acceptance by Seller. Seller shall be deemed to have accepted this offer by commencement of performance called for in the Order, by delivery of the Deliverables to Buyer, by payment of the invoice associated with the Deliverables (the “Invoice”), or by any other act or communication constituting legal acceptance, whether or not any such acceptance or confirmation purports to state terms additional to or different from those stated herein. 2. SALE OF DELIVERABLES. a. Seller agrees to sell, transfer and deliver the Deliverables to Buyer for the purchase price set forth in the Invoice, subject to all of the covenants, terms and conditions hereof. b. Buyer agrees to purchase the Deliverables, subject to all of the covenants, terms and conditions hereof, and to pay Seller the purchase price set forth in the Invoice. Buyer may not modify the Invoice or the Deliverables once this Agreement is entered into. 3. PURCHASE PRICE AND PAYMENT TERMS. a. Deliverables shipped against this Agreement shall be invoiced at the price set forth in the Invoice. Unless otherwise specified on the Invoice, production of the Deliverables shall not begin until payment is received, which shall be due thirty (30) days from date of the Invoice. b. The purchase price for the Deliverables shall include all taxes, customs duties, customs fees or other governmental charges due with respect to the Deliverables. Buyer shall, however, pay for any taxes that it is statutorily required to pay. c. Buyer shall be responsible for all shipping and processing costs associated with the Deliverables (currently set at Three and One-Half Percent (3.5%) of the purchase price set forth in the Invoice, and which may be modified from time to time in writing), including without limitation, packing, crating, cartage and freight costs. d. Buyer may set off any amount owing at any time from Seller to Buyer or any of its affiliates against any amount payable at any time by Buyer. 4. SHIPMENT, DELIVERY AND ACCEPTANCE. a. Seller shall deliver the Deliverables F.O.B. to the place designated for shipment by Buyer in the Invoice. Seller shall follow any shipping instructions provided by Buyer and shall properly and carefully package the Deliverables for shipment. Buyer will have five days to inspect the Deliverables upon delivery, and Seller shall bear the cost of replacing any goods damaged during delivery (with reasonable proof from Buyer thereto). After five (5) day from delivery, Buyer will be foreclosed from raising any claims regarding shipping damage. b. All items shipped shall be properly identified with Buyer’s Invoice. Seller accepts full responsibility for the completeness and accuracy of all transport and customs documentation (“Shipping Documents”) provided to Buyer. Seller accepts any liabilities resulting from incomplete or inaccurate data on Shipping Documents or failure to comply with any import or export requirements. c. Notwithstanding anything herein to the contrary, Buyer shall have a reasonable opportunity to inspect the Deliverables after the same have been delivered to Buyer’s premises. Buyer shall have thirty (30) days to inspect the Deliverables for any defective or damaged goods (not caused by shipping as described in 4(a) herein). Seller shall bear the costs of any defective or damaged goods (with reasonable proof from Buyer thereto), provided that Seller adheres with the Product Care Instructions that will be provided with the Deliverables by Seller. After thirty (30) days from delivery, Buyer will be foreclosed from raising any claims regarding defective or damaged products. 5. WARRANTY PROVISIONS. a. Seller hereby warrants to Buyer that, in addition to any and all express and implied warranties provided under the Uniform Commercial Code, the Deliverables: (i) shall be provided in a competent, professional manner and in accordance with the highest standards and best practices of Seller’s industry; (ii) shall be free from defects in materials and workmanship, and shall be merchantable and fit for their particular purpose; (iii) shall conform to and perform in accordance with all specifications, drawings, samples and other requirements referred to in the Invoice and provided by Seller; (iv) when shipped shall be free from Page 2 of 2 all liens, security interests and encumbrances of any type whatsoever; and (v) shall be manufactured, produced, labeled, furnished and delivered to Buyer in full and complete compliance with all applicable laws and regulations. b. Buyer represents and warrants that it has been duly formed and is validly existing under applicable laws; (ii) the execution of this Agreement by Buyer, and the performance by Buyer of its obligations and duties hereunder, do not violate any agreement to which Buyer is a party or by which it is otherwise bound; (iv) when executed and delivered by Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (v) Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; and (vi) with respect to any Material supplied by Buyer hereunder (as defined in Paragraph 6 hereto), such material shall be wholly original and shall not infringe upon or violate the copyright, literary, dramatic or photoplay rights, the right of privacy or publicity of any person or entity, nor defame any person or entity, nor shall it be the subject of any litigation or any claim that might give rise to litigation. 6. INTELLECTUAL PROPERTY. a. The intellectual property rights to all of Seller’s products shall remain vested in Seller. Buyer may promote the Deliverables and may use Seller’s name and trademarks in a non-derogatory, informative purpose only. b. To the extent Buyer has requested a customized order containing Buyer’s intellectual property, including but not limited to any of Buyer’s trademarks, copyrights, or other intellectual property rights (the “Materials”), Buyer shall be deemed the owner of all right, title and interest to such Materials, and shall grant Seller a limited license to use the Materials for the purpose of creating the Materials and displaying the Materials in promotional materials. c. Buyer further agrees not to attempt in any way, directly or indirectly, to circumvent Seller and the letter or spirit of this Agreement in an effort to copy, replicate, recreate, reverse engineer, fabricate, or manufacture any portion of the Project or the Confidential Information that may be contained in tangible and intangible materials, including, without limitation, artwork, samples, writings, drawings, models, prototypes, test specimens, production units, data, specifications, reports, analysis, methods, and compilations; except as may be required specifically for achieving the purpose of this Agreement. 7. USE OF DELIVERABLES AND TERM. a. Buyer agrees to use and resell the Deliverables (as applicable) in accordance with all state and applicable laws in which Buyer is registered to do business. b. Seller reserves the right to cancel its relationship with Buyer at any time, with five (5) days written notice. 8. INDEMNIFICATION. a. Seller agrees to indemnify and hold Buyer harmless from and against any and all liabilities, costs, losses or expenses, including reasonable attorneys’ fees, incurred or suffered by Buyer as a result of or in connection with Seller’s breach of any of its obligations hereunder. b. Buyer agrees to indemnify and hold Seller harmless from and against any and all liabilities, costs, losses or expenses, including reasonable attorneys’ fees, incurred or suffered by Seller as a result of or in connection with Buyer’s breach of any of its obligations hereunder. c. EXCEPT FOR SELLER’S OBLIGATIONS UNDER PARAGRAPH 8(A), AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT. 9. MISCELLANEOUS. a. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. b. Disputes under this Agreement shall be settled pursuant to binding arbitration under the rules of the American Arbitration Association in Los Angeles, California, before a single arbitrator. The prevailing party will be entitled to reasonable attorney fees and costs. b. This Agreement constitutes the entire agreement among the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and undertakings relating to the subject matter hereof. c. Neither party may assign its rights or transfer or delegate its obligations hereunder without the prior written permission of the other party. d. Buyer and Seller acknowledge that they are each independent parties and neither shall be deemed an agent or representative of the other or have authority to bind the other in any manner