ORDER SUBJECT TO ACCEPTANCE

All orders are subject to acceptance by the manufacturer of the Product Line ("Manufacturer"), at Manufacturer's designated location for acceptance of orders.

ENTIRE AGREEMENT

ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT BUYER AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY BUYER WILL CONSTITUTE BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON MANUFACTURER UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF MANUFACTURER. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY MANUFACTURER'S SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER'S PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.

PRICES AND TERMS

All prices are F.O.B. factory. A minimum deposit of fifty percent (50%) of the purchase price is required to initiate order fulfillment. Orders for textiles and in stock products require payment in full to initiate order fulfillment. All accounts shall be paid net when invoiced. A service charge of the lesser of 1 1/2% per month or the maximum permissible rate will be added to all accounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, storage, taxes and service charges prior to shipping.

STORAGE FEES

Additional storage fees of 1% per month will be charged to store merchandise if not picked up within sixty (60) days from the date of invoice for final balance due.

CANCELLATION OF ORDERS

ALL GOODS ARE CUSTOM MADE TO ORDER SPECIFICATIONS. ORDERS ARE NOT CANCELABLE AFTER TEN (10) WORKING DAYS, NOR RETURNABLE.

FORCE MAJEURE

All quoted completion and delivery dates are estimates only. Manufacturer shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond manufacturer's reasonable control including, but not limited to, (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) manufacturer's inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in manufacturer's performance due in whole or in part to any cause beyond Manufacturer's reasonable control, manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by buyer of any goods shall constitute a waiver by buyer of any claim for damages on account of any delay in delivery of such goods.

TAXES

All taxes are included in the nett price.

RISK OF LOSS

Delivery of goods to carrier shall be deemed delivery to buyer, and thereupon title to such goods, and risk of loss or damage, shall be buyer's. Any claim by buyer against manufacturer or carrier for shortage or damage occurring prior to such delivery must be made in writing within seventy-two (72) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from manufacturer in the conditions claimed. All deliveries are subject to the accompanying Freight Receiving Rules.

METHOD OF SHIPMENT

Manufacturer will handle product shipments unless buyer specifies shipment method. Any shipments returned to manufacturer as a result of buyer's unexcused delay or failure to accept delivery will require buyer to pay all additional costs incurred by manufacturer INCLUDING STORAGE FEES.

WARRANTY AND DISCLAIMER

Except as specified herein, manufacturer warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, abuse, neglect, mishandling or wear resulting from normal use. Defective products will be replaced within the normal production time period required to reorder and manufacture the same product.