ZF OPCO

TERMS AND CONDITIONS

1.  ACCEPTANCE

The terms and conditions set forth herein contain the sole, entire and exclusive agreement between ZF OpCo and the Client in this transaction superseding all prior discussions, proposals, negotiations, representations, and agreements. Any additional or conflicting terms, whether or not material, shall not, in any manner by implication, by waiver, or otherwise, govern the relationship between ZF OpCo and the Client. Any waiver, modification or amendment of these terms and conditions shall only be effective as against ZF OpCo if such waiver, modification or amendment is contained in a written instrument duly executed by or on behalf of ZF OpCo. Acceptance of this Agreement by ZF OpCo is specifically conditioned upon the terms and conditions set forth herein.

2.  DELIVERY

a)       The service provisions are based upon ZF OpCo’s best judgment, hence are not guaranteed.

b)        It is the responsibility of the client to notify immediately that services have not been received on time or within the terms of the agreements.

3.  PRICE

a)        All services shall be priced in accordance with ZF OpCo’s in effect on the date of the provision or as specified in the contract.

b)        Except as set forth on the face hereof, ZF OpCo fees do not include any tax or other charge now or hereafter imposed by law or regulation. Accordingly, in addition to the fee specified herein, the amount of any such tax or other charge applicable to this transaction herein shall be paid by Client, or, in the proper governmental authority. At its option, Service provider may initially pay any such tax or other charges for the Client’s account and thereafter invoice the Client for same.

4.  PAYMENT

a)        Payment for all services hereunder shall be made by the Client against ZF OpCo’s invoice within fourteen (14) days from the date of invoice through bank account indicated on the invoice unless otherwise indicated on the face hereof.

b)        If payment is not made within fourteen (14) days from the date of the invoice, ZF OpCo shall be entitled to interest on the unpaid balance at the highest legal rate permitted from the due date of the invoice.

c)        If at any time, in ZF OpCo opinion, the financial responsibility of Client becomes impaired or unsatisfactory services work and delivery can be withheld.

d)        In addition to any other legal remedy, if Client fails to fulfill the terms of payment, ZF OpCo may defer further provision of service hereunder or may, at its option, cancel all further provision of services hereunder or may, at its option, cancel all further provision of services to the Client.

e)        In the event ZF OpCo is required to commence collection action to recover unpaid invoices for services provided or rendered. ZF OpCo shall be entitled to interest on the unpaid balance at the highest legal rate permitted from the due date of invoice on the amount due, and costs of suit.

5.  FORCE MAJEURE

a)        Any delays in or any failure of performance or delivery by the Client shall not constitute default or give rise to any claims for damages if and to the extent caused, directly or indirectly, by acts of God, acts of the Client, acts, rules or regulations of governmental authority (civil or military, executive, legislative, judicial or otherwise), strikes or other concerted acts of workers, lockout, labor difficulties, fires, floods, store, accident, earthquakes, tidal waves, or other natural disasters, epidemics, war, riots, rebellion, sabotage, insurrection, difficulties or delays in public transportation or in public or postal delivery services, car shortages, fuel shortages, inability to obtain from ZF OpCo usual sources of supply, inability to obtain suitable or sufficient energy, labor, machinery, facilities, supplies or materials, as when required, failure of any third party to honor its contractual dissimilar nature.

b)         When any such circumstance or circumstances exist as enumerated in 5(a). ZF OpCo shall have the right, in its sole discretion to allocate its available production, deliveries, services, raw materials or other resources among any or all purchasers, as well as among departments, divisions, subsidiaries and affiliates of ZF OpCo, upon any such basis as ZF OpCo may determine, without liability to ZF OpCo whatsoever for any failure of performance for Client which may result therefrom. In any event, ZF OpCo may determine not to allocate any of its available production, deliveries, services, raw materials or other resources to the Client, without liability to the Client whatsoever for any failure to perform which may result therefrom.

6.  LIMITED AND EXCLUSIVE WARRANTY

ZF OpCo does not provide any warranty on the provision of its services.

a)        In no event will ZF OpCo be liable for indirect, consequential, special or exemplary damages, whether based on contract, tort, strict liability, and warranty or otherwise.

b)        In no event shall the aggregate liabilities of ZF OpCo to Client arising out of or relating to the transactions, herein exceed the contract fee paid by Client to ZF OpCo hereunder of the service in respect of which such claim is made.

c)        All Claims for service failure hereunder must be presented to ZF OpCo in writing within ten (10) days after delivery to the Client. Failure of the Client to give such notice shall constitute a waiver by Client of all claims in respect thereto.

7.  INDEMNIFICATION

ZF OpCo will indemnify the Client in full and on demand against all losses, costs and expenses suffered or incurred by ZF OpCo arising from or in connection with:

a)       The failure by the Client fully and promptly to perform the Client’s   obligations in connection with ZF OpCo’s services.

b)       the enforcement of the Client’s obligations,

c)        The failure of the Client promptly to perform its obligations under terms and conditions of this agreement, and

d)        The enforcement of the terms and conditions under this agreement.

8.  CANCELLATION

Service Provider may cancel this Agreement at any time in the event that the Client shall fail to perform or observe any term or condition hereof by giving Client ten (10) days written notice of cancellation. Cancellation hereunder shall not prevent ZF OpCo from pursuing any other remedy available to Service Provider by law or from seeking all such damages to which Service Provider may be entitled.

9.  GENERAL

The Client shall not assign or transfer the Agreement or the benefits thereof without the prior written consent of ZF OpCo.

10. LAW AND JURISDICTION

a)        These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with the Laws of Zanzibar.

b)        Any dispute, controversy, proceedings or claim between the ZF OpCo and the Client relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the Courts of Zanzibar.

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In House:

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