2.1 Purchaser will pay Company the online price stated at the time of purchase. The price is exclusive of any appropriate state and local sales, withholding, use, excise, privilege, tariffs or tariff surcharges, or similar taxes. ALL PAYMENTS FOR PRODUCTS PURCHASED UNDER NET 30 TERMS SHALL BE DUE WITHIN 30 DAYS OF THE DATE OF INVOICE. Prices are subject to change without notice.

2.2 Company reserves the right to charge interest at a monthly rate of 1 . 5 % on overdue payments, calculated on a weekly basis, and to suspend the production or delivery of any further Products until payment is made. Purchaser agrees to pay all reasonable collection and attorneys’ fees should the account be placed for collection.

2.3 Prices displayed online are exclusive of sales and use taxes, freight, shipping, customs, tariffs, tariff surcharges, duties, other taxes and other fees.

2.4 Prices displayed online are exclusive of logo or embellishment fees requested by Purchaser to customize garments.

2.5 Purchaser shall provide Company with a valid and properly executed sales and use tax exemption certificate or direct pay permit (as applicable) for each jurisdiction in which Products will be delivered or where tax obligations may arise under this Agreement. Such documentation shall be provided prior to the ordering of any Products and must clearly evidence Purchaser’s entitlement to exemption from sales and use taxes. Company shall not collect sales or use taxes from Purchaser on any transactions covered by a valid exemption certificate or direct pay permit. Purchaser shall be solely responsible for any taxes, interest, or penalties assessed due to its failure to provide such documentation in a timely manner or due to any inaccuracy or invalidity in the documentation provided. The tax exemption shall apply only to transactions occurring on or after the date Company receives valid and properly executed documentation. Company shall not be obligated to apply any exemption retroactively.

3.1 Company warrants that the Products shall conform to the specifications and descriptions set forth on the garment tag and be merchantable, new, and fit for the purpose intended as stated in the Product label. 

3.2 If the Products provided by Company fail to conform to the warranties set forth above, Company shall, at its sole expense and at Company's option, promptly repair, replace or refund the nonconforming Products in accordance with the provisions of Section 1.0 hereof.

3.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY PROVIDES NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCTS (OR ANY SERVICES PERFORMED RELATED TO THE PRODUCTS).

3.4 Any warranty provided by Company is conditioned upon the following: ( a) user/wearer adhering to all washing and care instructions provided by Company, ( b) the Products being used for the Product’s intended purpose as stated in the Product label, and (c) the Product not being modified, altered, or repaired by a third party. If Purchaser or the ultimate user/wearer fails to follow the requirements of this Section 3 . 4 , then any warranty provided by Company is void.

4.1 Purchaser represents and warrants that any logos or embellishments it may request Company to attach to Products will not result in any claim of infringement or actual infringement of any patent, trademark, copyright, franchise or other intellectual property right. Purchaser shall indemnify, hold harmless and defend Company for actual or alleged infringement of any patent, copyright, or trademark resulting from the use of products and materials directly specified by Purchaser and pay and discharge all judgments, decrees and awards rendered therein and bear all expenses and legal fees associated therewith. This provision shall survive termination of this Agreement. 

4.2 Company shall defend, indemnify and hold harmless Purchaser and its affiliates and their officers, directors, employees, agents, servants, successors and assigns (“Purchaser Representatives”) from and against any and all losses, claims, demands and/or liability for damage to property, injury or death of any third party or any other loss or damage incurred by Purchaser Representatives, including all expenses, legal or otherwise, arising out of or connected with the sale of any Products to Purchaser, except to the extent caused by any modification or alteration of any Product, the breach of this Agreement by Purchaser, the negligence of Purchaser or any Purchaser Representative or use of the Products sold hereunder in violation of law or not for their intended purpose as set forth on the Product label. Without intending to limit the foregoing sentence, any injuries, deaths, damages, losses or liability caused by (a) Purchaser’s work procedures, (b) the failure of an officer, employee, contractor, servant or agent of Purchaser to follow Purchaser’s work procedures, (c) items purchased from providers or vendors other than Company, (d) the failure of Purchaser to institute, perform, or follow proper arc flash hazard analysis or analogous or similar tests required to determine the appropriate materials or Products to be purchased, or (e) failure to adhere to Company’s washing and care instructions, shall be the sole negligence of Purchaser.

5.1 Liability of Company ceases and r isk of loss or damage passes to Purchaser when shipment is tendered to carrier for deliveries FOB origin.

5.2 Neither party hereunder shall be liable for any indirect, special, punitive, incidental, liquidated, or consequential damages of whatever nature or any lost profits (whether direct or indirect), loss of income, loss of business or contract, loss of anticipated savings, loss of goodwill or loss or corruption of data, howsoever caused.

5.3 Except as set forth in Section 4.1, in no event shall the total and cumulative liability of either party to the other for any claims hereunder exceed the aggregate amounts paid or payable by Purchaser and i ts affiliates hereunder or under any Purchase Order.

6.1 Any delay or failure of either party in the performance of i ts required obligations hereunder shall be excused i f and to the extent caused by fire, flood, unusually severe weather, explosion, riot, war, sabotage, disease, terrorism, strikes or labor unrest, unusually severe supply chain strains, or other similar causes as long as: (1 ) such events are beyond the party's reasonable efforts to prevent, avoid or mitigate, (2 ) said party uses every reasonable effort to mitigate, and (3 ) prompt online notification of such delay or suspension is given by such affected party to the other i f possible.

6.2 If Company is delayed in performance of i ts obligations due to a force majeure event, the time for performing shall be extended for a period of time reasonably necessary to overcome the effect of such delay.

7.1 Choice of Law/Jurisdiction. The laws of the Commonwealth of Pennsylvania shall control all aspects of this Agreement and all online orders. All actions, whether sounding in contract or in tort, relating to the validity, construction, interpretation and enforcement of this Agreement and any online orders shall be instituted and litigated in the courts located in Bucks County, Pennsylvania and in no other. Purchaser submits to the jurisdiction of such courts of the Commonwealth of Pennsylvania regardless of choice or law.

7.2 Entire Agreement. This Agreement embodies the complete understanding of the parties and supersedes all prior and contemporaneous agreements, commitments, understandings and writings as to the order. This Agreement shall take precedence over any other agreement in the event of a conflict. Acceptance of the Products by Purchaser means that Purchaser understands and accepts all the terms and conditions contained in this Agreement. Either party's waiver of any breach or failure to enforce any of the terms and conditions in this Agreement at any time shall not be in any manner a limit or waiver of such party's r ight thereafter to enforce or compel strict compliance with every term and condition hereof.

7.3 Independent Contractor. Company’s relationship to Purchaser is that of an independent contractor, and neither Company nor any of i ts subcontractors, nor any employees of Company or i ts subcontractors are employees of Purchaser. Purchaser assumes sole and complete responsibility for the employment, compensation, control, and conduct of i ts employees. This Agreement is not intended to create an agency relationship, partnership, or joint venture between the parties.

7.4 Agreement Term. This Agreement shall remain in effect with respect to the Purchaser until terminated by the Company.

7.5 Release of Information. Purchaser shall not, without the prior written approval of Company, make any news releases, public announcements, denials, or confirmations of any part of the subject matter of this Agreement, or disclose any privileged or confidential information, including pricing details, obtained in connection with this Agreement to any third party without the prior written consent of Company.

7.6 Recognition. Purchaser agrees that Company may use Purchaser’s name and logo on Company’s promotional materials.