All sales of Goods and any provision of Services by Rhone to Customer are governed by and subject to these standard terms and conditions of sale, as they may be amended from time to time by Rhone, which form a binding agreement between Rhone and Customer (the “Agreement”). This Agreement incorporates by reference all additional terms and conditions stated in applicable price lists, product catalogs, order acknowledgments, electronic data interchange directives, the Rhone engagement criteria for trading partners and sources and other documentation furnished by Rhone to Customer (“Additional Terms”). These standard terms and conditions govern in the event of any conflict or inconsistency with any Additional Terms, except that these standard terms and conditions are superseded by any conflicting terms on Rhone’s price list or on invoices issued to Customer by Rhone. This Agreement is a complete and exclusive statement of the terms and conditions of the agreement between Rhone and Customer with respect to the subject matter hereof. Any changes to this Agreement, other than amendments made by Rhone in the normal course of business, are binding and enforceable only if made in writing and signed by an authorized officer for both parties. Rhone does not agree to and rejects any terms contained in Customer’s purchase orders or other documents that are additional to or different from these terms. Terms that are printed on or contained in a purchase order or other form prepared by Customer additional to, in conflict with or inconsistent with these terms shall be inapplicable and shall have no force or effect. If Customer has not otherwise agreed to these terms, Customer’s acceptance of delivery of, or full or partial payment for, the Goods will constitute Customer’s acceptance of these terms and conditions.

All orders for Goods must be in the form of a purchase order submitted by Customer to Rhone’s sales team by email. All orders are subject to final approval by Rhone. Upon approval, Rhone may issue an order acknowledgment to Customer. Following approval Rhone, orders may not be changed or canceled without the written approval of Rhone. Customer may request cancellation of a purchase order by submitting a written request to Rhone’s sales team. Customer will reimburse Rhone for all expenses and losses resulting from any Customer change or cancellation.

The prices of Goods will be those prices published in Rhone’s price list in effect on the date Rhone accepts the order for the Goods, or as otherwise agreed by the parties in writing. Prices are subject to change without notice. Prices quoted are exclusive of all taxes and charges of any kind, including without limitation, sales, excise, use and property taxes. Rhone will add all taxes and charges to the invoice and Customer agrees to pay all applicable taxes or charges levied by any tax authority, excluding any taxes based upon Rhone’s income.

Full payment for all Goods is due in accordance with the terms and payment procedures stated in the order acknowledgment or invoice issued by Rhone to Customer. All payments shall be made in agreed-upon currency. Discount terms for early cash payments will apply only as specified in the invoice. Invoices not fully paid by the specified payment date are deemed overdue and unpaid balances will accrue interest at the rate specified in the applicable price list, or if no rate is specified, at the rate of two (2) percent above the prime rate published by JPMorgan Chase or at the highest rate permitted by law, if lower. Rhone will be entitled to suspend performance of any order or obligation to Customer until Customer’s account is current. If at any time Rhone determines that Customer’s financial condition, payment practices or credit rating does not justify a sale on credit, Rhone may require advance payment. Customer will reimburse Rhone for all expenses, including reasonable attorneys’ fees, incurred in the collection of any delinquent account or in enforcing its rights under these terms and conditions.

Title to and risk of loss of the Goods will pass to Customer upon delivery of the Goods to Customer or the carrier at the shipping point. Customer grants Rhone a security interest in the Goods and will keep the Goods properly stored, insured and identifiable as subject to Rhone’s lien until full payment is made by Customer for the Goods. Rhone reserves the right to enter Customer’s premises to repossess Goods for which payment is overdue. Notwithstanding the foregoing, Customer is entitled to sell the Goods and pass good title thereto to any unaffiliated third party; provided however, that such right will automatically cease if Customer becomes insolvent or if a petition in bankruptcy or receivership (or any similar legal or administrative proceeding) is filed by or against Customer, if any trustee or receiver is appointed for assets of Customer, or if Customer makes an assignment for the benefit of creditors.

Rhone will deliver Goods to Customer FOB shipping point by the method of shipment and routing determined by Rhone, except as otherwise specifically agreed in writing between Rhone and Customer. Customer will pay Rhone for all delivery charges as established by Rhone and stated in the invoice. Shipments are subject to the standard limitations on loss or liability imposed by the carrier, except to the extent Customer submits an advance written request for higher loss coverage as available from the carrier at Customer’s cost. Any delivery dates specified in an order acknowledgment are estimates only and time is not of the essence. Rhone may deliver all of the Goods at one time or in portions from time to time. All deliveries are subject to modifications or cancellation due to events beyond Rhone’s reasonable control, including acts of God, compliance with any law, order, rule or regulation of any governmental or other authority, delay in transportation, labor disputes, strikes, failure of equipment or systems, or shortages of any labor or materials or services (“force majeure”). If Rhone cannot deliver the Goods on the estimated delivery date due to an event of force majeure or if Rhone has reasonably endeavored to deliver the Goods on the estimated delivery date, the estimated time of delivery will be extended accord­ingly and Rhone will not be liable for any loss of profit or property, or for any direct, indirect, special, incidental, consequential or other damages caused by any delay or failure to deliver. If Customer causes or requests a delay in the manufacture or delivery of any Goods, Customer will reimburse Rhone for all resulting damages, including without limitation, payment of reasonable storage expenses for the Goods during the period of delay or interruption.

Rhone recommends that Customer resell the Goods to the public at the retail prices quoted from time to time in the applicable catalog or recommended retail price list, excepting only genuine seasonal sales or other occasional promotions conducted by Customer.

Customer is only permitted to resell the goods to end-users as “first quality” goods at retail locations approved by Rhone, and will sell Products only in quantities typical of purchases for individual use. Customer is prohibited from selling any Goods at a retail location not approved by Rhone or to any party that Customer knows or has reason to suspect intends, directly or indirectly, to resell the Goods or transport the Goods elsewhere for resale. Resale or trans-shipment of Goods to an unauthorized location or to another business is prohibited. Customer shall immediately notify Rhone of any parties seeking Goods for resale or transport in violation of this Agreement. Customer will inspect all Goods for damage before offering them for sale and will not sell any Goods (including packaging materials) that are damaged, defective, “irregular”, “seconds”, or otherwise fail to qualify as “first quality” unless Rhone has specifically authorized such sales in writing. Customer will not sell any Goods through catalogs other than those prepared by Rhone, television shopping channels, discount venues including outlet or factory direct malls or flea markets or through other direct marketing methods including direct mail or door-to-door solicitation except as specifically authorized by Rhone in writing. Customer is prohibited from promoting, advertising or selling any Goods through the Internet, websites or homepages, computer on-line transactions or similar technology developed in the future, except as specifically authorized in writing between Rhone and Customer. Rhone may withhold or revoke its consent to any of the above at any time in its sole discretion.

Claims for credits and chargebacks will be considered by Rhone only if they are received by Rhone within sixty (60) days of ship date or reasonable delivery of the respective goods that are the subject of such claim, and are submitted to Rhone with a complete description identifying the specific goods and the reason that Customer is claiming such credit or chargeback. Credits and chargebacks may be denied by Rhone in Rhone’s sole discretion and, without limiting the foregoing, will be denied without review if not submitted within the sixty (60) day period with required descriptions.

Rhone warrants that upon delivery the Goods will be free from defects in material and workmanship under proper and normal use, and that all Goods and Services will be produced and furnished in accordance with applicable laws and regulations, including the Fair Labor Standards Act of 1938, as amended (the “Warranty”). Goods shall be considered “defective” if the defect materially impairs the value of the Goods for their intended use.

Rhone will repair or replace any Goods that do not comply with the Warranty, provided that written notice of the defect is received by Rhone within thirty (30) days of the appearance of such defect and in no event more than one (1) year after delivery of the Goods to Customer. If notice is not given within such period, any claim for breach of warranty shall be conclusively deemed to have been waived and Rhone shall not be liable under this Warranty.

All sales are final and no return of nondefective Goods will be accepted without prior written authorization from Rhone. If Rhone determines that it erred on the quantity, style or other aspect of the initial shipment of Goods, Rhone will authorize the return of saleable Goods and will forward Customer an authorization number provided the request for return authorization is made within thirty (30) days of Customer’s receipt of the merchandise shipped in error. Upon receipt of authorized stock returns marked with the applicable authorization number, Rhone will credit Customer’s account with the price initially charged for the returned Goods plus the amount expended by Customer on freight. If Customer ships nondefective merchandise to Rhone without first obtaining Rhone’s written authorization, such shipment will be refused by Rhone’s Return Goods Department and returned to Customer at Customer’s expense and return freight will be charged to Customer.

Prior return authorization from Rhone for defective Goods (worn or unworn) is required. If a return is approved, Rhone will authorize the return of saleable Goods and will forward Customer an authorization number. Defective Goods should be shipped in cartons marked “DAMAGED” or “DEFECTIVE” and if worn, also marked “WORN” and be marked with the applicable authorization number. Rhone’s Quality Assurance Department will inspect returned Goods upon receipt and determine whether such Goods are actually defective. If inspection reveals no legitimate reason to issue credit, Rhone will inform Customer that there is “No Credit” and such Goods will be immediately disposed of unless: (i) Customer has specifically requested that all “No Credit” Goods be returned to Customer, or (ii) Customer has enclosed a note with the Goods requesting that specific Goods be returned if “No Credit” can be allowed. Return of “No Credit” Goods shall be at Customer’s In the case of defective but unworn Goods, Rhone will credit Customer’s account with the price initially charged for the Goods plus the amount expended by Customer on freight. In the case of defective but worn Goods, Rhone will credit Customer’s account with an amount equal to a percentage of the amount initially charged Customer for the Goods, plus the amount expended by Customer on freight. This percentage will be 100%, 50% or 0% based on the estimated normal degree of wear (exclusive of the defect) remaining in the Goods when returned, as determined by Rhone’s Return Goods Department.

All authorized stock returns and all returns of defective Goods must be shipped in compliance with Rhone’s returned goods procedure to the address as communicated to Customer in writing at time of authorization and will not be accepted at any other location

Rhone’s liability for any defect in the Goods, whether based on contract, tort, warranty, strict liability, or any other theory, shall not exceed the purchase price of the defective Goods. THE WARRANTY IS THE EXCLUSIVE WARRANTY PROVIDED BY RHONE WITH RESPECT TO THE GOODS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDY OF REPAIR OR REPLACEMENT SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES. RHONE SHALL HAVE NO LIABILITY TO CUSTOMER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC INJURY DUE TO ANY DEFECT IN THE GOODS OR ANY BREACH OF THIS AGREEMENT BY RHONE. RHONE SHALL NOT BE LIABLE TO CUSTOMER IN TORT FOR ANY DEFECT IN THE DESIGN OR MANUFACTURE OF THE GOODS. No representative, agent or dealer of Rhone has authority to modify, expand, or extend the Warranty, to waive any of the limitations or exclusions of the Warranty, or to make any different or additional warranties with respect to any Goods or Services furnished by Rhone.

No claim, suit or other proceeding may be brought by Customer for any breach of the Warranty or in any way arising out of this Agreement or relating to the Goods after one (1) year from the date the cause of action accrues.

Customer acknowledges Rhone’s ownership of all trademarks, service marks, copyrights, imprints, rights of publicity, patents, design patents, registered designs, industrial designs, trade dress, product design, trade secrets and other intangible rights relating to the Goods (collectively “Rhone Intellectual Property”) and acknowledges that Customer shall have no right, title or interest whatsoever in any Rhone Intellectual Property. Any use of Rhone Intellectual Property in the promotion or sale of Goods will inure to the sole benefit of Rhone, shall be subject to Rhone’s approval and shall strictly conform to sales and advertising guidelines as established from time to time by Rhone. Customer grants Rhone an irrevocable, unrestricted and fully paid license of any intellectual property (such as designs, copyrightable advertising or promotional materials) developed in connection with the Goods and agrees to provide, and obtain from all third parties, all assignments or “work for hire” certifications necessary to secure Rhone’s rights to all such intellectual property.

This Agreement between Rhone and Customer shall be governed by and construed in accordance with the laws of The United States of America. By entering into this Agreement with Rhone, Customer irrevocably submits to the exclusive jurisdiction of the courts of The United States of America, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Rhone is an independent contractor under this Agreement. Nothing in this Agreement shall be deemed to make Rhone or its employees or agents an employer, employee, partner or joint venturer of Customer.

Customer may receive or have access to certain nonpublic or proprietary information regarding Rhone or its business, operations, plans, strategies, products, or pricing, including the terms of this Contract (collectively, the “Confidential Information”). Customer agrees to a) keep the Confidential Information strictly confidential, b) not to disclose the Confidential Information to any third party, and c) not use such Confidential Information itself for any purpose other than performing its obligations and exercising its rights under this Agreement. In the event that Customer is required by law to disclose any Confidential Information, Customer shall first notify Rhone and reasonably assist Rhone in resisting such requirement. Customer shall maintain appropriate security safeguards reasonably necessary to prevent unauthorized persons from accessing, using, disclosing, or otherwise committing any act that could breach or compromise the privacy, availability, integrity, or content of the Confidential Information. Customer shall transmit and store any and all Confidential Information using a commercially supported encryption solution. This paragraph shall survive expiration or termination of this Agreement.

If any provision of this Agreement is invalid or unenforceable under any applicable law, the provision shall be ineffective to that extent and for the duration of the illegality, but the remaining provisions shall be unaffected. Customer shall not assign any of its rights nor delegate any of its obligations under this Agreement without the prior written consent of Rhone. This Agreement shall be binding upon and enforceable by and against Customer and Rhone, and their respective legal representatives, successors, and assigns. Any provisions of this Agreement which would by their nature survive expiration or termination of this Agreement will so survive.

Rhone has all rights and remedies given to sellers by applicable law, and Rhone’s rights and remedies are cumulative and may be exercised from time to time by Rhone. No waiver by Rhone of any breach of the Agreement by Customer shall be effective unless in writing nor shall a waiver of a breach operate as a waiver of any other breach. Rhone shall not lose any right because it has not exercised that right in the past.