2. Product Returns
A. Requirements – Purchaser must obtain a valid Return Material Authorization {“RMA”} number from EZ Dupe for all returns. RMAs will be issued, at EZ Dupe’s sole discretion, in accordance with these terms and conditions. RMAs will be issued at EZ Dupe’s sole discretion, up to one year (calendar date) from the date of the invoice. Purchaser must provide its account number, EZ Dupe’s invoice number, and all other information as required by EZ Dupe for all returns. RMAs are valid for fifteen (15) calendar days from the date of issuance. Purchaser must allow for in-transit time for Products to be returned to EZ Dupe, as EZ Dupe must physically receive Products within the fifteen (15) calendar days. RMAs will be issued for authorized returns under one of the following categories (i) defective Products, (ii) billing and shipping discrepancies, or (iii)damaged Product. Purchaser is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to EZ Dupe. EZ Dupe will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Overgoods are unauthorized returns. Any Products received by EZ Dupe (i) without RMA number, including Product shipments refused by Purchaser or Purchaser’s customer except those damaged in transit from EZ Dupe to Purchaser or from EZ Dupe to Purchaser’s customer, (ii) later than fifteen (15) calendar days from the RMA date, or (iii) in a condition unsuitable for resale (excluding defective Products), will be considered Overgoods. EZ Dupe will return Overgoods to Purchaser or Purchaser’s customer, and will charge Purchaser $50.00 processing fee per shipment plus related freight charges. If Purchaser refuses the shipment of Overgoods from EZ Dupe or returns the Overgoods to EZ Dupe a second time without EZ Dupe’s prior authorization, Purchaser agrees to relinquish all right and title to and waives all claims against EZ Dupe for credit related to such Products. Notwithstanding anything to the contrary, EZ Dupe reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from EZ Dupe. All RMA returns must be freight prepaid by the Purchaser. EZ Dupe will not accept delivery for RMA returns freight collect.

B. Defective Product Returns – Defective returns are only for Products purchased from EZ Dupe that are inoperable or do not function in accordance with the specifications published by the manufacturer or publisher and are covered under the manufacturer’s or publisher’s warranty. All defective returns are subject to more restrictive manufacturer or publisher policies. Purchaser may request an RMA for the return of defective Products, excluding Special Order Products, within fifteen (15) calendar days from invoice date. Purchaser’s defective returns will be limited to a maximum of 15% of the value of Purchaser’s product purchases within the same vendor code. Upon receipt of the defective Product for which the RMA was issued, EZ Dupe may test the Products and may return to Purchaser, at Purchaser’s expense, any Products found not to be defective. Upon verification that the returned Product is defective, EZ Dupe may, at EZ Dupe’s sole discretion, either (i) repair the defective Product, (ii) ship Purchaser a replacement Product, or (iii) provide Purchaser a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. EZ Dupe reserves the right to require Purchaser to return the defective Products directly to the manufacturer or publisher for replacement according to its defective Products return policy. EZ Dupe shall not e obligated to repair, replace, or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure or transients, over voltage on interface, environment extremes, improper use, maintenance or application of the Products, or use unauthorized parts or improper disassembling, Purchaser shall bear all risks of loss when returning defective Products.

C. Damaged Product Returns – Damaged Product returns are only for Products purchased from EZ Dupe and shipped via EZ Dupe’s carrier of choice that are damaged in transit from EZ Dupe to the Purchaser or from EZ Dupe to the Purchaser’s customer. Purchaser or Purchaser’s customer shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition, Purchaser shall notify EZ Dupe and request an RMA from EZ Dupe within three (3) business days of receipt of such Product. Failure to notify EZ Dupe and request an RMA within such time shall be deemed an acceptance of the Product as of the date of shipment.

D. Return For Repair – Items may be returned for repair under Product’s manufacturer or publisher’s warranty, for up to one calendar year from the date of the invoice unless otherwise stated on the invoice. Product’s manufacturer or publisher’s warranty is nontransferable. EZ Dupe makes not guarantee of compatibility and does not guarantee Product which are used for any purpose other than those specified in Products’ accompanying manual. All returns must be authorized by EZ Dupe, at EZ Dupe’s sole discretion. For Products that are phased out, end-of-life, or discontinued for which no replacement or warranty is available, or which are irreparable, EZ Dupe will issue credit, at EZ Dupe’s sole discretion, equal to a proportion of the original purchased Product price stated on EZ Dupe’s invoice, as follow: 

• Between 2 to 6 months from the date of the invoice: 85% of the invoice price, 
• Between 7 to 12 months; not to exceed 12 months: 80% of the invoice price. 

EZ DUPE MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED ON THE INFORMATION. ALL INFORMATION IS PROVIDED TO PURCHASE “AS IS”. EZ DUPE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO INFORMATION INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. EZ Dupe is not a manufacturer of the Products. All Products sold by EZ Dupe are manufactured by its respective manufacturers (i.e. Asus, ACARD etc). 

E. Return For Credit – Product returned for credit is subject to a restocking charge and handling fee. Prior to returning Products to EZ Dupe, Purchaser must contact EZ Dupe to request an RA number. EZ Dupe’s RMA department will process the necessary paperwork and issue an RMA number when all criteria have been met by the Purchaser. Returned Products must be shipped in Products’ original boxes and packing materials with a copy of the original invoice enclosed, and RMA number clearly marked on the outside of the box. All manuals, cables, diskettes, and accessories originally shipped and accompanied the Products must be shipped with the Product and in sellable condition, otherwise, any eligible credit will be deducted accordingly. No return of Products will be accepted without an authorized EZ Dupe RMA number. Please allow 3 to 4 weeks for processing return for credit. - There is a 20% restocking for all returns for credit. No refund or credit for returns after 30 days, NO EXCEPTIONS! 

F. Software, IC Chip, and Special Order Return – All sales are final for Products such as software, IC chips, and special order Products. IC chips such as CPUs and remote boot ROMs may be replaced for a period up to 30 calendar days from the date of the invoices, at EZ Dupe’s sole discretion. Absolutely no refund or credit will be issued, NO EXCEPTIONS! 

G. Refund – After all criteria have met, EZ Dupe will issue a refund. Please allow 3 to 4 weeks for processing.  Cancellation or refusal of all cancellations must be received by EZ Dupe prior to shipment. Products returned or refused by Purchaser is subject to fees and shipping charges. 

4. Patent and Trademark Indemnity
EZ DUPE SHALL HAVE NO DUTY TO DEFEND, INDEMNITY, OR HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY PURCHASER ARISING FROM THE INFRIGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY PRODUCTS OR INTELLECTUAL PROPERTIES. 

5. Limitation of Liability
EZ DUPE SHALL NOT BE LIABLE TO PURCHASER, PURCHASER’S CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER, PURCHASER’S CUSTOMER, OR ANYOTHER PARTY, OF PRODUCTS DELIVERED TO PURCHASER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRADULENT ACTS OR OMISSIONS OF EZ DUPE. IN NO EVENT SHALL EZ DUPE BE LIABLE TO PURCHASER OA NY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECITON WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONTISION BY EZ DUPE, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS,IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT SHALL EZ DUPE BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH EZ DUPE’S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR INFORMATION EZ DUPE SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL EZ DUPE HAVE ANY LIABILITY FOR ANY PRODUCTS USE FOR AVIATION, MEDICAL, LIFESAVING, LIFE-SUSTAINING OR NUCLEAR APPLICATIONS. 

6. Compliance with U. S. Export Laws
If Purchaser delivers the Products to its customer who may use the Products outside the United States, Purchaser acknowledges and shall advise its customer that the Products are controlled for export by the U. S. Department of Commerce and that the Products may require authorization prior to export from the United States or re-export. Purchaser agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States. Purchaser warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, products, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Purchaser has obtained prior approval from the Department of Commerce. Purchaser further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied persons List published by the Department of Commerce. 

7. Relationship of the Parties
Purchaser’s relationship with EZ Dupe will be that of an independent contractor. Purchaser will not have, and will not represent that it has, any power, right or authority to bind EZ Dupe, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of EZ Dupe or in EZ Dupe’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Purchaser and EZ Dupe as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties . Purchaser will make no warranty, guarantee or representation, whether written or oral, on EZ Dupe’s behalf. 

8. Manufacturer, Publisher, and Supplier Restrictions
If authorization for resale is required by the manufacturer or publisher of any Product, then EZ Dupe will not be obligated to sell such Product to Purchaser unless EZ Dupe has received notification of such authorization from the manufacturer or publisher. All Products delivered to Purchaser hereunder may have additional restrictions on their use required by the manufacturer or publisher. Purchaser is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any supplier prohibits EZ Dupe from selling specific Products to Purchaser, then EZ Dupe reserves the right not to sell such Products to Purchaser. 

9. Choice of Law, Venue, Jurisdiction/Choice of Forum
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the laws of the State of California, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the personal jurisdiction of the State of California, Court of Los Angeles County, California, or the United States District Court at Los Angeles, California. The state and federal courts situated in Los Angeles County, California will have non-exclusive jurisdiction and venue over any dispute or controversy that arises out of these terms and conditions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.

10. Notices 
All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the part, (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (iii) above. Notices to EZ Dupe shall be sent to: EZ Dupe Enterprise Inc., 11861 Telegraph Road, Santa Fe Springs, CA 90670, Attention; Corporate Affairs. 

11. Binding Effect/Assignment
These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign its rights and/or duties under these terms and conditions without the prior written consent of the other party given at the other party’s sole option. Any such attempted assignment shall be void. Notwithstanding the foregoing, EZ Dupe may assign any purchase order received from Purchaser to a subsidiary or affiliate upon notice to Purchaser. 

12. Partial Invalidity
If any provision of these terms and conditions shall be held invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

13. No Waiver
Failure or delay of EZ Dupe to exercise a right or power under these terms and conditions shall not operate as a waiver hereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof. 

14. Captions
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provision herein. 

15. General
These terms and conditions, as published on EZ Dupe’s Web site located at www.EZ Dupe.com at the time of sale, are the official terms and conditions of sale between EZ Dupe and the Purchaser and may be amended from time to time without notice at EZ Dupe’s sole discretion.