Terms of the Sale

1. Order. By executing and submitting this Order Form, Customer agrees to the Terms of the Sale (“Terms”), to purchase the goods requested on the Order Form, and to pay the Waldron Group LLC (“Waldron”) for the goods purchased. No other terms may be added without the express written consent of Waldron.

2. Governing Law. Waldron is an Indiana limited liability company. These Terms shall be governed by, construed in accordance with the internal laws of the State of Indiana without reference to the conflict of law provisions.

3. Jurisdiction. The parties agree and consent to jurisdiction in the State of Indiana. The exclusive jurisdiction and venue for disputes arising out of or relating to this Terms shall be the federal or state courts located in the County of Allen, State of Indiana.

4. Severability. Should any clause of these Terms be unenforceable or invalid for any reason, the parties acknowledge and agree that such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of the Terms.

5. Refund Policy. Claims for shortages or defects must be submitted in writing within 7-days of receipt of order. No unauthorized returns will be accepted.

6. Cancellation Policy. These goods are being cut and sewn to your order, so therefore any or all changes or cancellations must be made within 2 weeks of placing the order. If goods have already gone to production, changes or cancellations may not be possible.

7. Late Fee. Interest in the amount of 2% will accrue per month on any account more than 30 days past due.

8. Collection Costs. Customer shall be responsible for any and all costs of collection, including but not limited to collection costs, fees, and expenses, including attorney fees.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WALDRON BE LIABLE FOR ANY SPECIAL, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE PURCHASE OF THE GOODS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE GOODS.

10. Shipping and Shipping Costs. Customer is responsible for all shipping costs and charges. The good shall be shipped FOB Destination. Waldron shall arrange for shipping and obtain insurance for the goods while in transit to the Customer. If the Customer wants to make its own shipping arrangements, then the goods will be delivered FOB Origin and Waldron will not obtain insurance for the goods while in transit.

11. Warranty of Authority. Customer represents and warrants that it has full power and authority to execute and deliver the Order Form and to purchase the goods listed on it. This contract constitutes a valid and legally binding obligation of Customer enforceable in accordance with these Terms.

12. Indemnification. Seller agrees to indemnify and hold Auctioneer and its agents, officers, directors, representatives, affiliates, and employees harmless from any and all liabilities or damages (including reasonable attorney fees) arising out of the breach of this Agreement by Seller.

13. Waive of Warranty. WALDRON MAKE NO WARRANTIES, REPRESENTATIONS, OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. WALDRON DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

14. Non-Waiver. No waiver by any party of any one act or violation of this Terms shall constitute a waiver of any subsequent violation or any other continuing violation of this Terms or any provision thereof.

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Wholesale Fashion Distributors

Alison Schuler, owner

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