1. VALIDITY, TERMS OF THIS PURCHASE ORDER: Vendor’s shipment of goods shall be deemed acceptance of Purchaser’s offer to purchase contained in the Purchase Order. Any acceptance of the Purchase Order is limited to acceptance of the express terms of the offer, including the shipping and billing instructions contained therein and on the face and back hereof, and any attachments or standing instructions previously furnished vendor.

2. CANCELLATION AND TERMINATION: Without prejudice to any other rights or remedies which Purchase may have. Purchaser may cancel the Purchase Order in whole, or in part if there is any defect in workmanship or quality of the goods or their packaging or labeling or if there is any breach of Vendor’s warranties hereunder or if there is any delay in delivery from instructions or if there is any other breach of Vendor’s obligations or if Vendor makes an assignment to the benefit of creditors or if a receiver for Vendor’s assets or business is appointed.

3. PAYMENT: Purchaser pays from invoice only and payment shall be deemed extended until the invoice is received without loss of discount. Terms of payment will be considered from the later of the date of receipt of the invoice or the date of receipt of goods directly by Purchaser at its place of business invoices for merchandise received on or after the 25th will be considered as dated the 1st of the following month.

4. MERCHANTABILITY, FITNESS, CONFORMANCE: Whether or not Vendor is a merchant of the kind of goods and/or services provided by it. Vendor warrants that all goods and/or services provided by it: (a) shall be of good quality and workmanship and free from defects, latent or patent in materials or workmanship, (b) shall conform in all respects to all specifications, performance standards, drawings, samples or descriptions furnished specified or adopted by Purchaser. (c) shall be merchantable and suitable and sufficient and safe for purposes for which purchase or apparently intended. If Vendor knows or should benefit of and shall create direct rights of enforcement and remedy in Purchaser. None of the remedies available to Purchaser for the breach of any of the foregoing warranties may limited except to the extend and in the manner agreed upon by Purchaser in a separate agreement specifically designating such limitations and signed by a authorized representative of Purchaser. Purchaser’s inspection and/or acceptance of and/or payment for goods and/or services shall not constitute a waiver by it of any warranties. Purchaser’s approval of any sample or acceptance of any goods shall not relieve Vendor from responsibility to deliver goods and to perform services conforming in all respects to the samples.

5. COMPLIANCE: (a) Vendor represents that all merchandise delivered will have been manufactured in compliance with the Fair Labor Standards Act of 1936, as amended and the regulations and orders issued thereunder (b) Vendor represents that any merchandise of fabric furnished which is subject to flammability standards will have been manufactured in accordance with the Flammable Fabrics Act of 1953, as amended and all applicable standards and regulations and will guarantee such compliance on all invoices (c) Vendor agrees that the labels on any textile fiber products other than wood products delivered will be in compliance with the Textile Fiber Products Identification Act. as amended and all applicable regulations and standards and that the following guaranty will be placed on all invoices for such textile fiber products. “We guarantee that the textile fiber products specified herein are not misbranded nor falsely not deceptively advertised or invoiced under the provisions of the Textile Fiber Products Identification Act and Regulations thereunder”. (d) Vendor represents and warrants that all prices, benefits and allowances collected by or granted in consequence of the goods and or services purchased are consistently made available by Vendor on a proportionately equal basis to all persons who are or may reasonably be expected to be in competition with Purchaser for the resale thereof. (e) Vendor represents and warrants that all merchandise delivered shall if applicable meet the requirements of the Federal Hazardous Substances Act and any regulations or standards thereunder. (f) shipment by Vendor of any part of the Purchase Order constitutes a warranty and certification that the merchandise and services which are the subject matter of the Purchase Order and the production sale, packaging, labeling, safety and transportation thereof, and all warranties, guarantees, representations and advertising by Vendor made or authorized to be made in connection therewith are in all respects in compliance with al laws, ordinances, rules and regulations of all government bodies, departments and agencies having jurisdiction thereof and it is an express provision of the Purchase Order that Vendor will on request defend and in any event indemnify and save harmless Purchaser and its agents from an against any and all claims and determinations to the contrary and all costs and expenses reasonably incurred by Purchaser in connection therewith including legal expenses.

6. PURCHASER’S INSPECTION: Purchaser shall be under no obligation to unpack or inspect the merchandise before resale thereof. Vendor shall be responsible for the consequences of negligent manufacture and packing and for the consequences of negligent handling prior to the point where Purchaser assumes ownership.

7. PATENTS, PROPRIETARY RIGHTS, INDEMNIFICATION: Purchaser reserves the right at its option to return at Vendor’s expense and for full credit any goods and cancel the Purchase Order where a claim is made (whether founded or founded) that the purchase, display or sale by Purchaser intrigues or invades any alleged patent, design, trade name, trademark, copyright, right or privacy or any other tangible or intangible personal proprietary or property rights. Vendor agrees that will upon Purchaser’s request defend and in any event indemnify Purchaser and hold it harmless from and against any and all liability, claims, suits, actions, losses, or expenses, including cost and legal fees relating to or arising by virtue of any such claim of any patent, design, trademark, right of privacy or other similar actions, suit or proceedings now existing or hereafter commenced with respect to any or all goods covered by the Purchase Order whether or not Purchaser furnishes specifications.

8. HOLD HARMLESS, INDEMNIFICATION: Vendor agrees to indemnify, defend and hold Purchaser harmless from and against any and all liability claims, suits, actions, losses, or costs of expenses, including costs and legal fees relating to or arising by virtue of any claim of demand of any kind of nature which any buyer of such goods from Purchaser, or any other person including employees or agents of Vendor, whether in privity to Purchaser or not, may solely or in combination with another or others made against Purchaser based upon or arising from the purchase, sale or use of such goods or from any patent or hidden defects in the quality of such goods or the dangerous condition hereof, whether based on claim of breach of express or implied warranty or any other legal theory based on contract or tort law or if brought as a class action or not.

9. REMEDIES LIMITATION: In no instance shall Purchaser be liable to Vendor in excess of the actual Purchase Order cost less applicable discounts and/or other deductions and no interest or other charges shall be recognized or paid by Purchaser upon any such Purchase Order or resulting invoice in addition to and not by way of limitation or election of the remedies available to Purchaser under the Uniform Commercial Code. It is specifically agreed: (a) Purchaser may return at Vendor’s expenses any goods which are not as ordered, which do not comply with the Purchase Order or which are shipped late. (b) Vendor agrees to refund the full purchase price if then paid and to accept the return at its expenses and risk of all orders not delivered at the time specified or not equivalent to the sample submitted or examined, or damaged or not fit for sale, or differing from the amount ordered, or not conforming to all specification terms and provisions of the Purchase Order and to all warranties and guarantees set forth hereunder Vendor shall pay to Purchaser all incidental and consequential damages suffered by Purchaser for any goods returned by Purchaser or any goods not delivered by Vender (c) Vendor shall pay Purchaser a handling charge with respect to any merchandise that is received as an overshipment was not ordered, is a Vendor substitution is defective or deviates from other dates, (d) Vendor shall pay Purchaser the full price of all merchandise together with a handling charge for returns by Purchaser in accordance with these terms. At Purchaser’s election such payment will be in cash or as a deduction against outstanding invoices. Purchaser shall not be obligated to take a credit against future purchases.

10. CONFIDENTIALITY: Vendor shall not without first obtaining Purchaser’s written consent disclose the fact that Purchaser has ordered the items covered by this Purchase Order; not except as required for Vendor’s performance, disclose any of the details associated with the Purchase Order to any other party Unless otherwise agreed in writing, no commercial or technical information disclosed or supplied by Vendor to Purchaser shall be deemed secret or confidential and Vendor shall have no rights against Purchaser with respect thereto except such rights as may exist under applicable patent law.

11. ASSIGNMENT: The Purchase order and any right or obligation or performance hereunder is not assignable or delegable by Vender without prior written consent of Purchaser and any such attempt at assignment or delegation shall be void and ineffective for all purposes. No invoices may be rendered by any other party than the named Vendor without Purchaser’s written permission.

12. CHANGES TO PURCHASE ORDER: Vendor shall make no changes to the Purchase Order without Purchaser’s express prior written consent.

13. APPLICABLE LAW: Purchaser and Vendor expressly agree that all rights and duties under the Purchase Order and any contract arising therefrom shall be governed by and construed in accordance with the laws of the State of Illinois.

14. INVALIDITY/NON-WAIVER/COURSE OF DEALING: The invalidity in whole or in part of any condition of the Purchase Order shall not affect the validity of any other conditions. The remedies herein reserved shall be cumulative and additional to any other remedies in law or in equity. No failure on the part of Purchaser to exercise and no delay in exercising, any right hereunder will operate as a waiver thereof. No express waiver shall operate beyond the express terms thereof nor waive the same provisions at any future date. Purchaser’s right to require strict observance and performance of each of the terms and provisions hereof shall not be affected by concurrent waiver of any other item or provision or by any previous waiver, forebearance or course of dealing.

15. SHIPPING AND ROUTING: Vender shall follow shipping instructions, if any, shown on the Purchaser Order or shipment will be considered FOB Purchaser’s stores. Vendor shall show on any Bill of Lading the Purchase Order number, carton number and number of cartons in the shipment. Vendor invoice number, name of carrier or carriers and full routing to destination. Vendor shall have Bill of Lading signed by shipper and by carrier or carriers.

16. ENTIRE AGREEMENT: The Purchase Order, and any documents referred to herein shall constitute the entire agreement between parties. The terms hereof can be added to or modified only by a writing signed by an authorized agent of Purchaser.