TERMS AND

CONDITIONS

Webb Steele Limited

TERMS AND CONDITIONS OF SALE

These Terms and Conditions accompany the Purchase Order attached hereto as if fully written therein. The Purchase Order constitutes an offer by the Buyer who pays for a video, or any other works of art stated under the category of which a purchase was made valuable to the intent of the payee and the payer referenced on the Purchase Order to Rayon Edwards-Webb Steele Limited. The offer shall be considered accepted by Rayon Edwards-Webb Steele Limited. Not involving anyone or anything else; Only Rayon Edwards-Webb Steele Limited responsibility signature of acceptance indicated on the front page of the Quote/Invoice.

PARTIES.

Rayon Edwards-Webb Steele Limited, an Entrepreneur, sole trader, businessman & Edutainer in the field of Visual Arts Education Jamaica private limited company, is hereafter referred to as “Seller,” and the person or company purchasing goods, as referenced on the Purchase Order, is hereafter referred to as ‘Buyer.” All artwork described on the Quote or Purchase Orders is referred to as ” Products”.

PRICE; PAYMENT

Buyer shall be solely responsible for any state, local, or federal sales, use, VAT, shipping, delivery, excise, import and export fees, or other taxes. Such taxes will be added to the final invoice prices in those cases or instances to which Seller is responsible to collect them from the Buyer; made available or provided for and to; however, that if Seller does not collect any such taxes and is later asked by or required to pay such taxes to the or any taxing authority, Buyer will make such payment to the seller. At The seller’s discretion, prices are subject to change at any given time given the circumstances of adjusted increase or decrease of any goods or services cost offered by the Seller resulting from state, federal, or local legislation or any change in the rate charge or classifies of any carrier. if otherwise stipulated by the Seller; only then; all prices are free on board and not under the control or in the power of another Seller’s shipping point. The Price of product purchase in cost is due prior to shipment. A service charge is due if invoices are unpaid and past due and will be subject to charge on the unpaid balance at an interest rate equal to lesser of eighteen percent (18%) per annum or the maximum allowable interest rate under applicable law and Buyer shall be responsible and liable for all expenses incurred by Seller in the collection, including reasonable attorney’s fees.

SHIPMENT; RISK OF LOSS; DELIVERY

Product information should be passed on to the Buyer at risk of loss as soon as the products are delivered by the seller to the carrier. Shipping dates are approximate and the Seller shall not be responsible for any damage or expense incurred to products delayed in shipping and or delivery of products; Shipping; delivery; storage; handling; insurance charges shall be the responsibility of the Buyer to be added to the final invoice or reimbursed by Buyer to Seller upon Seller’s payment of such charges. The Customs fees or any additional delivery charges resulting from customs review shall be taken care of by the Buyer to clear any expenses or charges incurred.

COMMENCEMENT OF ACTIONS; CLAIMS

All products should undergo inspection by the Buyer upon shipment and delivery of the products as a result of the shipment. Any claims made through damages arising from shipment shall be satisfied solely through the policies of insurance if any issued by the insurance carrier covering the shipment of the product shipment and the seller shall not be liable for any claims or damages not covered by insurance. all damages incurred as a result of the shipment should be reported within ( 7 ) workings days after delivery of such products or such claims are waived in perpetuity. Based upon breach of this contract or claims arising out of works of art sales; goods and services, video sales, or sale must be commenced within thirty (30) days from the tender delivery by Seller before any lawsuit or other actions by the Buyer.

WARRANTY

Seller warrants that the Product is an original work of art of the named artist or a giclee print signed and /or embellished by artist and is sold “as is” and in substantial compliance with the quality and conditions portrayed on Seller’s website. Identical images published using different media; for example; an original painting, giclee print (Poster), the image on a website; may have very different parameters, including, but not limited to colour, brightness, hue, lightness, and therefore may look very different. NO OTHER WARRANTY BY THE SELLER IS EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, ON THE PRODUCTS, OR ON ANY PARTS OR LABOUR FURNISHED CRAFTED DURING THE SALE, DELIVERY, INSTALLATION, OR SERVICING OF THE PRODUCTS. This is attributable to the differences between types of media, consequently Rayon Edwards- Webb Steele Limited is not responsible for any variance in images of any goods or services offered; no refund or exchange.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR AS THE RESULT OF THE SALE, DELIVERY, NON-DELIVERY, INSTALLATION, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S WRITTEN CONSENT, EVEN THOUGH SELLER HAS BEEN NEGLIGENT.

CANCELLATIONS

After the Seller provides the goods or services of the products in store such as videos and other works of arts accepted, an order shall not be subject to cancellation by Buyer except with Seller’s advance written consent and upon terms that will indemnify Seller against all direct, incidental and consequential loss or damage including, but not limited to, the losses, damages and expenses described in the section below.

CREDITS; RIGHTS OF SELLER

If Buyer does not honour the right to pay the seller upon the due date or if Sell seem inadequate to warrant an extension of credit take actions for the payment due:

(a). Require cash and credit and debit transactions in advance or on delivery or on presentation of a sight draft attached to a bill of lading or such other security or proof of responsibility as is satisfactory to Seller.

(b). Cancel any unfilled and unshipped order or portion thereof, by Buyer for Products.

(c ). Fill orders previously received by Buyer by shipping Products direct to Buyer’s customers and invoicing said customers as agent for Buyer with the credit risk to be borne by Buyer.

(d). Apply for outstanding credits. Seller shall have a security interest in, and lien, any property of Buyer in Seller’s possession as security for the payment of any amounts owing to Seller by Buyer.

LIMITATION OF ASSIGNMENT

Hereunder; neither party is allowed to assign any rights or obligations without the prior written consent of the other, the seller shall have the right to assign it to a company affiliated, merged, consolidated, substantial of all its assets and acquire company resulting from a reorganization of Seller or its business segments.

ENTIRE AGREEMENT

This document contains the entire agreement between Seller and Buyer and constitutes the final, complete, and exclusive expression of the terms of the agreement, all prior or contemporaneous written or oral communications, agreements forms or negotiations with respect to the videos, and other works of arts hereof and replaces the same in its entirety. The terms and conditions of this agreement are subject to any changes deemed fit by the owner to keep up with changing standards in the world

GOVERNING LAW

This document and the sale of all Products shall be governed by and constructed in accordance with the laws of the parish of Kingston and Saint Andrew in the State of Jamaica. Whenever there is a conflict of laws, the substantive laws of the parish of Kinston and Saint Andrew, Jamaica shall prevail. The parties agree that all disputes shall be filed solely in the court of competent jurisdiction located in Kingston and Saint Andrew, Jamaica

COPYRIGHT

The Buyer understands and agrees that the copyright ( the “Copyright”) to the Products are retained by the original artist compiling the Product and that the transaction contemplated herein is not a sale or license to the Copyright to Buyer. The Buyer agrees not to reproduce or copy the product.