Unless otherwise expressly agreed in a writing signed by an officer of Zinc Group (“Seller”), all sales are subject to the following terms and conditions (“Standard Terms”). These Standard Terms are incorporated by reference into every offer, Quote, Order, Order Acknowledgement, and invoice.

(a) “Buyer” means the person or entity purchasing Products.
(b) “Online Order” means an Order submitted via the Website and accepted by Seller in writing.
(c) “Order” means any offer to purchase Products accepted by Seller.
(d) “Order Acknowledgement” means Seller’s written confirmation of an Order.
(e) “Products” means all goods and/or services sold by Seller.
(f) “Quote” means a written quotation issued by Seller.
(g) “Website” means any website operated by Seller.

Buyer agrees to all Standard Terms, and an Order shall be deemed final and legally binding upon the occurrence of any of the following:

(a) submission of an Online Order accepted by Seller;
(b) acceptance of a Quote;
(c) issuance of an Order Acknowledgement;
(d) issuance of a purchase order;
(e) payment of any amount; or
(f) acceptance of delivery.

Seller expressly rejects any additional or conflicting terms proposed by Buyer. Any such terms shall be deemed material alterations under the Uniform Commercial Code and shall have no force or effect.

All Orders are subject to Seller’s approval, and Seller may refuse or limit any Order at its sole discretion.

Buyer acknowledges and agrees that all Orders are subject to, and Buyer shall comply with, the Studio Intellectual Property, Usage, and Embargo Restrictions set forth in Section 18.

The Order, together with any Quote, Order Acknowledgement, and NDA, constitutes the entire agreement.

Prices are subject to change until acceptance. Prices exclude taxes, freight, insurance, and related costs, all of which are the responsibility of Buyer.

Payment is due as stated. Seller may charge interest on overdue amounts and adjust credit terms.

Delivery dates are estimates only. Seller shall not be liable for delays. Title and risk of loss pass upon delivery to the carrier.

Buyer must inspect Products within 48 hours (or 5 days for latent defects). Failure constitutes irrevocable acceptance.

EXCEPT AS PROVIDED IN SECTION 9 BELOW, OR UNLESS OTHERWISE AUTHORIZED BY SELLER IN WRITING, ALL SALES ARE FINAL AND NO RETURNS OR REFUNDS ARE ALLOWED OTHER THAN AS PROVIDED HEREIN. For damaged or missing Product, see Section 7 herein. For defective Product, see Section 11 herein.

After acceptance of an order by seller, a sale is final and cannot be cancelled or changed by buyer without seller’s written consent; provided, however, that for any product imported on behalf of buyer, in the event the product fails to ship within 30 days after the quoted delivery date, then buyer may, at its option, cancel any portion of the order pertaining to such product prior to the shipment of the product. Once the imported product is in transit, the sale is final and cannot be cancelled or changed by buyer.

Any other changes to an Order requested by Buyer will require the prior written approval of Seller, which approval may be subject to price adjustments or changes to delivery dates as determined on a case-by-case basis. Buyer assumes all responsibility for errors in specifications and Buyer Materials provided to Seller and/or for Products approved by Buyer. Clerical errors in Orders are subject to correction by Seller. Seller may, with or without notice, cancel all or any part of an Order at any time (including after an Order has been submitted or accepted) without liability to Buyer except to refund to Buyer any amounts paid by Buyer for Product not delivered by Seller.

Seller shall not be liable for any delay or failure of performance where such delay or failure arises from a cause beyond Seller’s reasonable control (a “Force Majeure Event“). In such event Seller may, at its option and without obligation or liability to Buyer (except to refund to Buyer any amounts paid by Buyer for Product not delivered by Seller), cancel all or any part of an Order, or may delay delivery of Products. Causes beyond Seller’s reasonable control shall include, but not be limited to, fires, floods, severe weather, earthquakes, accidents, riots, civil disorder, acts of war or terrorism, strikes or other labor difficulties, disease, viruses, epidemics, contamination, equipment failure, utilities interruption, inability or delay in obtaining materials or products, carrier delays, embargoes, or any law, order, regulation or other action adopted or taken by any governmental authority, or any other cause not reasonably within Seller’s control, whether or not specifically mentioned herein.

SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS NOT MANUFACTURED BY SELLER. Such Products carry the original manufacturer’s warranty (if any) and Buyer must submit warranty claims regarding such Products to the original manufacturer in accordance with such manufacturer’s warranty policies. With respect to Products that are manufactured solely by Seller, Seller warrants to Buyer that such Products will be free from defects in material and workmanship under normal use for a warranty period of thirty (30) days following shipment from Seller. Any disposable Products manufactured by Seller are warranted for single use only. The warranty does not cover and Seller will have no warranty obligation whatsoever with respect to any damage to a Product caused by or associated with: (a) usage not in accordance with Product instructions or usage for a purpose not indicated on the labeling; (b) abuse, misuse, neglect, improper maintenance or storage, accident, vandalism, or the negligence of any party other than Seller; (c) a Force Majeure Event; (d) use of unauthorized third party consumables and accessories with the Product; or (e) modifications or alterations to a Product not authorized by Seller (f) exceeding of the expiration date or shelf life of the Product while in the Buyer’s possession. Seller’s obligations under this limited warranty are contingent on Buyer’s full payment of the Product purchase price. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE, AND SELLER DOES NOT REPRESENT OR WARRANT THAT ANY PRODUCT WILL MEET BUYER’S REQUIREMENTS. Notice of a defective Product under Seller warranty must be given to Seller in writing within fourteen (14) days of delivery. For COVID, Flu or RSV test kit products, notice of a defective Product under Seller warranty must be given to Seller in writing within thirty (30) days of delivery. Any oral or written statement concerning the Products inconsistent with the warranty set forth herein will be of no force or effect. Seller’s sole liability, and Buyer’s exclusive remedy, for a defect in a Product manufactured solely by Seller that is covered under the warranty will be, at Seller’s option, for Seller to either replace or repair the defective Product(s), or refund or credit the purchase price to Buyer.

Unless otherwise expressly stated in writing by Seller, no claim or representation is made or intended (a) that any Product has been cleared, approved, registered or otherwise qualified by Seller with any federal, state, local, provincial, foreign or any other governmental or quasi-governmental agency or regulatory body (collectively, “Regulatory Agencies “) or under any laws, rules or regulations, including but not limited to those governing healthcare and medical products (collectively, “ Regulatory Laws “), (b) that any Product will satisfy the requirements of any Regulatory Agencies or Regulatory Laws, or (c) that any Product or its performance is suitable, safe or effective, or has been validated for, any specific use or application. Nothing herein or in any Order shall require Seller to violate any applicable law.

Products may not be resold outside authorized in-theater concession or retail locations without Seller’s prior written approval.

Buyer shall comply with all U.S. export laws.

Products are intended for use in connection with food and beverage service and promotional activities in accordance with applicable instructions and guidelines. Seller makes no representations regarding suitability for any other use

Buyer shall defend, indemnify and hold the Seller, and its officers, directors, employees and agents (hereafter collectively, including the Seller, the “Seller-Affiliated Entities“), harmless from and against any and all losses, damages, liabilities, claims, demands, lawsuits and expenses, including court costs and attorneys’ fees (collectively, “Claims“), that such entities may incur arising out of or in any way resulting from, whether directly or indirectly: (a) Buyer’s sale, marketing, distribution or use of the Products; (b) any act or omission of Buyer, its affiliated companies, or the officers, directors, employees, agents, representatives, subcontractors or distributors of each; (c) any breach of an Order or these Standard Terms, or the representations and warranties of Buyer herein; (d) any storage or use of Products that is not in accordance with the packaging labeling and instructions of the manufacturer; (e) any specifications or requirements furnished by Buyer for the Product; (f) any negligent act, omission or intentional misconduct on the part of Buyer, its affiliated companies, or the officers, directors, employees, agents, representatives, subcontractors or distributors of each; or (g) any cleaning, sterilization of or modifications to the Product or any combination of the Product with any other products, materials or chemicals. Upon the commencement of any Claim to which this indemnification applies, Seller shall promptly notify Buyer, and Buyer shall assume and diligently conduct the entire defense thereof, including any appeals, at its own sole cost and expense, and shall pay and discharge any and all settlement amounts, judgments or decrees which may be rendered; provided, however, that Buyer shall not enter into any settlement or compromise of a Claim without Seller’s prior written consent, which consent shall not be unreasonably withheld. Without releasing any obligation, liability or undertaking of Buyer, Seller, insofar as its interests are affected, may at its sole election supersede Buyer in any such defense and thereafter assume and conduct the same according to its sole discretion in which event Buyer shall cooperate with Seller in such defense in such manner as Seller shall require.

Buyer shall not use, either directly or indirectly, in whole or in part, any character, design, symbol, logo, trademark, service mark, trade name, corporate name, or other mark, name, title, visual or audio representation, copyright, patent or other intellectual property rights that are owned or licensed by Seller (collectively, “Seller Materials“) except in the manner and to the extent that Seller may specifically authorize in writing prior to any such use.

An Order does not convey any right, title, interest or license (either explicitly, by implication or estoppel) relative to the Seller Materials or the intellectual property rights of any manufacturer of Products. All Seller Materials and such intellectual property rights will remain the property of Seller or the applicable manufacturer.

Ownership of Intellectual Property
All images, artwork, characters, logos, and related materials (collectively, “Content”) displayed on or incorporated into the Products are owned by, or licensed from, motion picture studios and their licensors (collectively, the “Studios”). All such Content remains the exclusive intellectual property of the Studios and their licensors at all times. No right, title, or interest in or to the Content is transferred to Buyer under any circumstances.

Limited Rights
Buyer is granted a limited, non-exclusive, non-transferable, non-sublicensable right solely to sell the physical Products in the ordinary course of business after any applicable embargo has lifted. No other rights are granted, whether express or implied, including any rights to reproduce, modify, distribute, publicly display, or create derivative works of the Content.

Prohibited Uses
Buyer shall not, directly or indirectly: (a) copy, reproduce, distribute, publish, display, or otherwise exploit any Content separate from the Products; (b) use any Content for marketing, advertising, social media, publicity, press, or promotional purposes without prior written approval from Seller or the applicable Studio; or (c) remove, alter, or obscure any proprietary notices appearing on the Products.

Embargo Restrictions
Certain Products and Content are subject to strict studio embargoes. Buyer agrees that it shall not, prior to the official embargo lift: (a) display, exhibit, or otherwise make Products visible to the public or customers; (b) promote or advertise Products in any manner, including digital or in-theater channels; or (c) sell, distribute, or otherwise make Products available to any third party.

Embargo restrictions apply to all forms of public or customer-facing visibility, including but not limited to retail display, digital platforms, social media, press, and any indirect or background exposure.

Compliance Responsibility
Buyer shall ensure that all of its employees, affiliates, contractors, agents, and locations comply with the terms of this Section. Buyer shall be fully responsible for any breach of these obligations by such parties.

Indemnification
Buyer agrees to indemnify, defend, and hold harmless Seller, the Studios, and their respective affiliates, licensors, officers, directors, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Buyer’s breach of this Section or any unauthorized use, display, distribution, or sale of the Content or Products.

Enforcement and Remedies
Seller reserves the right to monitor Buyer’s compliance with these terms. Buyer acknowledges that unauthorized use or premature disclosure of Content, including any breach of embargo restrictions, may cause irreparable harm for which monetary damages may be insufficient, and that Seller and/or the Studios shall be entitled to seek immediate injunctive or equitable relief in addition to any other remedies available at law or in equity. Any violation of this Section may also result, at Seller’s sole discretion, in immediate cancellation of orders, suspension or termination of Buyer’s account, and/or refusal of future sales.

Survival
The obligations set forth in this Section shall survive any termination or completion of the parties’ relationship and shall remain in full force and effect.

During the course of Buyer’s dealings with Seller with respect to an Order or potential Order, Buyer may gain access to sensitive and/or proprietary or confidential proprietary information relating to the business of Seller, its parent, subsidiaries and affiliated companies, and/or their actual or potential clients, customers, suppliers, distributors or vendors, including, but not limited to the identity of such entities and the pricing and availability of Seller’s products (collectively, “Confidential Information“). Buyer agrees that neither it nor any of its representatives will, at any time, directly or indirectly: (a) make use of any Confidential Information except for the execution and fulfillment of an Order with Seller; or (b) disclose any Confidential Information to any other person or entity other than as authorized by Seller in writing. More specifically, but without limitation, Buyer agrees that neither Buyer nor its representatives will, either directly or indirectly, attempt to contact, contact, correspond or communicate with, solicit, or enter into any contract or agreement with, any client, customer, supplier, distributor or vendor, or potential client, customer, supplier, distributor or vendor, of Seller with respect to the products that are referred to in the Order without the prior written authorization of Seller. If Buyer has not done so already, and if requested by Seller, Buyer agrees to sign Seller’s standard mutual non-disclosure agreement (“Seller NDA“) and return such signed document to Seller within the time requested by Seller. Buyer agree to disclose Confidential Information to its employees and representatives on a need-to-know basis only. The obligations of this Section shall remain in effect until rescinded in writing by Seller.

Buyer shall have no right, either voluntarily or by operation of law, to assign, sublicense, subcontract, transfer or otherwise dispose of all or any part of its interests, obligations or rights under any Order without the prior written consent of Seller. Any such attempted act by Buyer without such consent shall be void and shall constitute a material default and breach of any outstanding Orders. Seller shall have the right, either voluntarily or by operation of law, to assign, sublicense, subcontract, transfer or otherwise dispose of all or any part of its interests, obligations or rights under an Order (including the right to receive payment), without the prior written consent of Buyer. Each Order is entered into solely by and between, and may be enforced only by, the Buyer and Seller (and the Seller’s permitted assigns) and, except to the extent expressly provided for herein, is not intended to confer on any other person any rights, remedies, obligations or liabilities under or by reason of the Order.

These Terms of Sale and any separate agreements whereby we provide you products or services shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America without regard to its conflict of laws principles.

In the event of any dispute between the parties concerning the terms and provisions of an Order or these Standard Terms, or if it becomes necessary for Seller to undertake collection efforts against Buyer, then the prevailing party in any legal action shall be entitled to collect from the other party all third-party fees, costs and expenses incurred in such dispute, including without limitation, the recovery of reasonable fees and expenses of third-party attorneys, accountants and experts, and all fees, costs and expenses of any appeals. Buyer will be liable to Seller for all costs of collection incurred by Seller (including but not limited to collection agency fees and costs as well as reasonable attorneys’ fees and expenses), regardless of whether a lawsuit is commenced.

Effective as of March 4, 2026.