1. All shipments are made at Buyer’s risk.

  2. Deliveries against this order are subject to credit approval by the Seller’s Credit Department at time of shipment.

  3. Terms are F.O.B. Shipping Point and title passes to Buyer upon delivery to Buyer or Carrier.

  4. Past Due Charges at the rate of 1.5% times the current Prime Rate will be assessed on all invoice not paid when due.

  5. This Order is not cancellable prior to completion date.

  6. This Order is an offer upon the terms: below that cannot be withdrawn by Buyer prior to cancellation date. It shall be a binding contract upon acceptance by Seller.  Seller shall indicate acceptance by shipment of good to Buyer.  Buyer understands that certain styles and/or sizes may be unavailable. Buyer will accept all available styles and sizes.

  7. This Order is subject to approval of Buyer’s credit at the time of shipment by Seller and/or its factor. Seller or its factor may, at any time and from time to time, in its sole discretion, limit or cancel credit of the Buyer as to time and amount, and as a consequence, may require anticipation or demand payment in cash for delivery of any unfilled portion of this order.

  8. Prices on this Order are based on present contracts for finished garments, yarns, fabric and supplies and on present labor costs and should prices for any of these items be increased, the prices on this order are also subject to increase.

  9. All Orders are taken subject to delays or non-delivery caused by any reason beyond our control.

  10. All claims must be made with 5 days of receipt of goods.

  11. The acceptance of shipment by a common carrier or licensed public truckman shall constitute delivery.

  12. This agreement is not for the benefit of any third party and shall not be considered to grant any right or remedy to any third party.

  13. If any provision of this agreement is held to be unlawful, the remaining provision shall remain, in full force and effect.

  14. The validity construction and performance of this agreement is and shall be governed by the laws of the State of California. The forum for the resolution of any dispute related to this agreement, whether in tort, contract of in equity, are based upon federal or state statute or regulation, shall be Los Angeles, California.

  15. This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements between the parties concerning its subject matter. This agreement is intended as the final, complete, and exclusive statement of the terms between the parties.

  16. No waiver, amendment, or modification of this agreement by Seller shall be effective unless in writing or signed by Seller. No failure or delay by Seller in exercising any right, power, or remedy shall operate as a s waiver of the right, power, or remedy. No waiver of any term, condition or default of this agreement by Seller shall be construed as a waiver of any other term, condition, or default.

  17. This agreement is deemed to be drafted jointly by both parties and is the complete agreement. No other agreement exists between the parties unless signed and agreed to in writing by both parties.

  18. Both parties acknowledge that failure of Seller to perform will cause Buyer to incur costs not contemplated by this agreement, and that the exact amount of such costs are extremely difficult and impracticable to fix. Seller shall therefore no be liable for any consequential damages whatsoever.

  19. Completion Date means date when goods are shipped from Seller’s warehouse and not the date goods are received by Buyer.