GENERALTERMSANDCONDITIONSOFSALE of adidasAmerica, Inc. (the “Company”) ORDERS
GENERALRETURNSPOLICY All returnsmust bepre-approvedbyCompanyReturnsDepartment. Requests for approval of returnsmust be received inwriting by the Returns Department within thirty (30) days of the applicable invoice date. &XVWRPHUDFFRPPRGDWLRQVDQGUHIXVHGVKLSPHQWVPD\EHVXEMHFWWRDʖIWHHQ SHUFHQW UHVWRFNLQJ IHH$GGLWLRQDOFKDUJHVZLOOEHDVVHVVHG IRU IRRWZHDU that requires reboxing or apparel that requires rebagging or untagging prior to its return to Company stock. Company also reserves the right to charge for removal of value added services (like labeling, ticketing, and special packaging) on returned product. $OOUHWXUQVPXVWEHDFFRPSDQLHGE\D5HWXUQ$XWKRUL]DWLRQ)RUPDYDLODEOHIURP theReturnsDepartment, and complywithall instructions providedby theReturns 'HSDUWPHQW7KH5HWXUQ$XWKRUL]DWLRQ1XPEHUPXVWEHFOHDUO\PDUNHGRQWKH outside of the shipping carton and/or on the face of the shipping documents. $Q\UHWXUQVQRWEHDULQJWKH5HWXUQ$XWKRUL]DWLRQ1XPEHURUQRWDFFRPSDQLHG E\D5HWXUQ$XWKRUL]DWLRQ)RUPZLOOEHVKLSSHGEDFNWR&XVWRPHUDW&XVWRPHUɋV Expense. All returnsmust beshippedprepaidatCustomer’sexpense. Inaddition, Customer will be responsible for any handling charges incurred by Company as a result of a return. DEFECTIVERETURNSPOLICY Whether product is defective will be determined in Company’s sole discretion. If Company determines that product is defective, Company will reimburse Customer for reasonable freight charges upon receipt of a freight bill. LOSS/DAMAGE INTRANSIT Companywill not beresponsible forgoods lost ordamaged in transit. Anydamage or shortage in carton count must be noted on the carrier’s delivery receipt and In order to make a claim for any shortages/overages in unopened cartons, such claim must be reported to Company’s Credit Department in writing within thirty (30) days of the applicable invoice due date. All claims must be accompanied E\DQ LQYRLFHFDUWRQ LGHQWLʖFDWLRQQXPEHUDQGVKLSSLQJRUGHUQXPEHUDQGDQ LWHPL]DWLRQRIDOOVKRUWDJHVRYHUDJHVE\SURGXFWFRGHVL]HDQGTXDQWLW\&ODLPV only shall be made in an amount equal to the invoiced value of the goods which were not received. Company will reject claims for other amounts, such as late In order to make a claim for packing errors, such claimmust be reported to the Company’s Credit Department in writing within thirty (30) days of the applicable LQYRLFHGXHGDWH$OOFODLPVPXVWFRQWDLQWKHFDUWRQLGHQWLʖFDWLRQQXPEHU CHARGEBACKSANDVALUEADDEDSERVICES Chargebacks, including for claims that mutually agreed upon business rules (such as lead times on time order placement and call offs) were not followed by Company, will not be accepted by Company unless agreed to in writing between Company and Customer. Furthermore, Company only will agree to chargebacks, LQFOXGLQJIRUDYDOXHDGGHGVHUYLFH 9$6 WKDWUHʗHFWDFWXDOGLUHFWFRVWVLQFXUUHG by Customer and will not accept punitive or administrative chargebacks. Even for chargebacks agreed upon in writing by Company, if Customer fails to provide VXIʖFLHQWGRFXPHQWDWLRQWRVXSSRUWWKHFKDUJHEDFNV&RPSDQ\PD\UHMHFWWKH chargebacks and/or assess a reasonable research fee for time spent to research the chargebacks. All VAS must be agreed upon by the parties in writing before the Company will provide such service. The Company will charge Customer for any VAS that impact unit cost and time, such as garment on hanger, supplemental ticketing, and box DQGLQʗDWH CUSTOMER’SCOVENANTS Customeragreesto(a)renderprompt,effectiveandcourteousservicewithrespect to the sale of Company goods, including all services to which a retail customer of Company goods is entitled; (b) vigorously and aggressively encourage the retail sale of Company goods; (c) maintain the minimum sales volume established by Company from time to time; (d) establish and maintain, independently and in conjunction with Company, advertising and marketing policies and methods that HPSKDVL]HWKHKLJKTXDOLW\FKDUDFWHULVWLFVRI&RPSDQ\ɋVJRRGV H SURYLGHFOHDQ modern and adequate retail outlet(s) necessary for proper merchandising and selling of Company goods; (f) attend presentations conducted by Company sales representatives for the purpose of acquiring knowledge about the technical and other aspects of Company products; and (g) notify Company’s Credit Department LQ ZULWLQJ SULRU WR DQ\ FKDQJH LQ &XVWRPHUɋV OHJDO RUJDQL]DWLRQ PHWKRG RI GRLQJEXVLQHVVRUDQ\RWKHULQIRUPDWLRQVWDWHGLQWKHFUHGLWDSSOLFDWLRQʖOHGE\ Customer. TRADEMARK& INTELLECTUALPROPERTYRIGHTS reported directly to the delivering carrier. CONCEALEDSHORTAGES/OVERAGES shipment charges. PACKINGERRORS Customer acknowledges that Company is the owner of all intellectual property associated with Company products, including all trademarks, copyrights, patents and trade secrets otherwise owned by Company (the “Intellectual Property”). Customer obtains no rights to the Intellectual Property. Customer obtains no ownership or license rights to Company’s trademarks, trade names, logos or GHVLJQV ɍ7UDGHPDUNVɎ RUFRS\ULJKWVH[FHSWDVVSHFLʖFDOO\VWDWHGLQWKHVH7HUPV and Conditions. Customer may not use the Trademarks, or any marks similar to the Trademarks, in any way without Company’s express written consent. Company claims a copyright in thewrittenmaterials delivered toCustomer under
ENTIREAGREEMENT Customer’s credit application along with these Terms and Conditions contain the entireunderstandingbetween theparties. Customer acknowledges that thereare no terms, conditions, warranties or representations from or by Company other than those contained in the credit application and these Terms and Conditions. MODIFICATIONS 1R VXSSOHPHQWPRGLʖFDWLRQ RU DPHQGPHQW RI &XVWRPHUɋV FUHGLW DSSOLFDWLRQ these Terms and Conditions or any marketing agreements related to the sale of product will be binding unless executed in writing by the CFO and Vice President of Sales of Company. These Terms and Conditions are subject to change by Company without prior notice. CUSTOMERTERMSANDCONDITIONS The Company rejects Customer terms and conditions, including those contained LQ SXUFKDVH RUGHU FRQʖUPDWLRQV FRPSOLDQFH JXLGHV DQG URXWLQJ DQG ORJLVWLFV JXLGHVXQOHVV&RPSDQ\VSHFLʖFDOO\DJUHHVWRVXFKWHUPVLQZULWLQJ CUSTOMERROUTINGANDLOGISTICREQUIREMENTS Company will not be bound to terms, directives or requirements set forth by Customer through routing and logistic guides unless Company has agreed in writing to such terms, directives or requirements. In addition, Customer may incur charges for value added services, such as labeling, ticketing, and special packaging. Routing and logistics guides should be directed to the Compliance 'HSDUWPHQWORFDWHGDW&RPSDQ\ɋV&XVWRPHU6DWLVIDFWLRQRIʖFHLQ6SDUWDQEXUJ SouthCarolina. SEVERABILITY;WAIVER; CONSTRUCTION Any portion of these Terms andConditions that are found to be unenforceablewill not invalidate theremainderof theseTermsandConditions. Anydelay inenforcing or any failure to enforce any provision of these Terms and Conditions will not be deemedawaiverofanyotherorsubsequentbreachof theseTermsandConditions unless suchwaiver is inwriting and signed by Company. Caption headings are for convenience of reference only andwill not affect the interpretation of these Terms andConditions. Ambiguous termswill be construedwithout regard to authorship. CONFIDENTIALITY ([FHSW DV UHTXLUHG E\ ODZ&XVWRPHUZLOOQRW GLVFORVH&RPSDQ\ɋV&RQʖGHQWLDO Information to any third party, directly or indirectly, without Company’s prior, ZULWWHQ FRQVHQW &RQʖGHQWLDO ,QIRUPDWLRQ LV GHVFULEHG JHQHUDOO\ DV DQ\ DQG DOO FXUUHQW DQG IXWXUH SURGXFW LQIRUPDWLRQ URDGPDS WHFKQLFDO RU ʖQDQFLDO information and other business information including, but not limited to reports, plans, documents, drawings, machines, tools, models, patent disclosures, samples, and materials, and Request For Proposals that may be disclosed between the parties whether in written, oral, electronic, website-based, or other IRUPGHVLJQDWHGE\&RPSDQ\LQZULWLQJDVFRQʖGHQWLDO,I&XVWRPHULVUHTXLUHGE\ DQ\ODZRUUHJXODWLRQMXGLFLDORUDGPLQLVWUDWLYHSURFHVVWRGLVFORVH&RQʖGHQWLDO Information, Customer shall promptly notify Company so that Company has a reasonable opportunity to oppose such requirement or process. Customer shall SURPSWO\ QRWLI\ &RPSDQ\ RI DQ\ DFWXDO RU VXVSHFWHG PLVXVH RU XQDXWKRUL]HG GLVFORVXUHRIWKH&RQʖGHQWLDO,QIRUPDWLRQ FORCEMAJEURE ,IDGHOLYHU\GDWHLVVSHFLʖHGWKDWGDWHZLOOEHH[WHQGHGWRWKHH[WHQWWKDWGHOLYHU\ LVGHOD\HGE\UHDVRQRIʖUHʗRRGZDUULRWVWULNHQDWXUDOGLVDVWHURUDQ\RWKHU event beyond Company’s reasonable control and if, as a result of such a delay, the goods ordered are unavailable, Company may substitute comparable goods. Additionally, in the event of a freight strike beyond Company’s control, Company may ship goods via another carrier without being subject to any penalties. ASSIGNMENT &RPSDQ\PD\DVVLJQWKLVFRQWUDFWWRDSDUHQWVXEVLGLDU\RUDIʖOLDWHGʖUPRUWR another entity inconnectionwith themerger, saleor transfer of all or substantially all of its business. Subject to these restrictions, the provisions of the contract VKDOOEHELQGLQJXSRQDQGLQXUHWRWKHEHQHʖWRIWKHSDUWLHVWKHLUVXFFHVVRUVDQG permitted assigns. COSTSANDATTORNEYFEES; CHOICEOFLAW; CONSENTTOJURISDICTION For collection matters: (1) Customer will pay such costs, collection agency commission, expensesandreasonableattorney fees (including,without limitation, at trial and on appeal) as Company may incur in any manner of collection of any sums past due; (2) Oregon law (without resort to its choice of law provisions) will govern; and (3) Customer consents to thenonexclusive jurisdictionof and venue in any state or federal court located in the state of Oregon or SouthCarolina. For all. non-collectionmatters: (1) these Terms and Conditions shall be governed and enforced in accordancewith the laws of the state of Oregon and (2) Customer consents to the exclusive jurisdiction and venue in any state or federal court located in the state of Oregon.
theseTermsandConditions, includinganydesigns, drawingsand logos. Company grants to Customer a royalty-free right and license to use and display Company’s 7UDGHPDUNVDQGFRS\ULJKWVDQGWKHSURGXFWLQIRUPDWLRQVSHFLʖFDWLRQVGDWDDQG images provided by Company, but only to the extent required for the Customer to promote and sell Company’s products under these Terms and Conditions. RESTRICTIONSONSALES/PURCHASES/ASSIGNMENT &XVWRPHUZLOOQRW D VHOOWUDQVIHURUDVVLJQLWVULJKWDVDQDXWKRUL]HGFRPSDQ\ dealer without the express written consent of company; (b) sell or otherwise transfer or transship company goods to another retailer, distributor, or broker; or (c) purchasecompanyproducts fromanysourceother thancompany. Additionally, customer may resell company products (apparel, footwear and accessories) only WKURXJKWKHRXWOHWORFDWLRQ V VSHFLʖHGLQWKHFUHGLWDSSOLFDWLRQRUVXEVHTXHQWO\ approved in writing by company. Any other form of resale of company products RWKHUWKDQDVVSHFLʖHGDERYHɇLQFOXGLQJVDOHVRQDQ\PDUNHWSODFHVLWHVKDOO be prohibited without the prior written approval of company. Such prohibitions shall include, but not limited to, the following: customer may not resell company products (visibleorencapsulated) through themail, by catalog, byphone, orbyany electronic means (regardless of the medium and including the internet). Written approval to sell through other means, if granted, is limited to sales and deliveries within the united states. Further, customer may not advertise company products through any electronic means unless such advertisement directs purchase and IXOʖOOPHQW RI FRPSDQ\ SURGXFWV VSHFLʖFDOO\ DW WKH ORFDWLRQ V DSSURYHG LQ WKH credit application or subsequently approved in writing by company. Violations of the aforementioned conditions may result in the immediate termination of customer’s account and cancellation of existing orders. Further, if customer opens or acquires additional retail outlet(s), customer must notify and receive written approval from their sales representative before any additional or new outlet or franchise can be opened. Company’s approval of a new outlet or franchise does not guarantee company approval of any other outlet or franchise location. NO TRANSSHIPMENT/DIVERSION OF MERCHANDISE AND NO SALE OF COUNTERFEITPRODUCT To enhance informed selection and promote product image, Company only sells to selected retail outlets on the express condition that such outlets may not: (1) UHVHOOWRDQ\SHUVRQRUHQWLW\ZKRLVQRWDOVRWKHʖQDOXVHURUFRQVXPHURU sell or purchase any counterfeit Company product. Accordingly, the resale, transshipment or any formof diversion of Company product to anyone other than WKHʖQDOFRQVXPHUDQGWKHVDOHRUSXUFKDVHRIDQ\FRXQWHUIHLW&RPSDQ\SURGXFW are expressly prohibited. Any such activity may subject the violator to termination of its account and/or cancellation of orders, and shall constitute a breach of the contract of sale for which Company may seek the appropriate legal remedies, includingmoney damages or injunctive relief. TERMINATION The Company may, at any time and in its sole discretion, immediately terminate or suspend its relationshipwithCustomer. Termination includes, but isnot limited to cancelling or refusing to ship any orders placed by Customer and terminating Customer’s ability, if any, to purchase goods on credit or otherwise. CLAIMS All claims must be submitted to the Company within thirty (30) days of the DSSOLFDEOH LQYRLFH GXH GDWH XQOHVV RWKHUZLVH VSHFLʖHG ZLWKLQ WKLV GRFXPHQW or detailed on a separate binding agreement made by both parties. Any claims received after this datewill not be considered. LIMITEDWARRANTY Company warrants that its products, at the time of shipment, are free from defects in workmanship and materials. THE WARRANTY DESCRIBED IN THIS SECTION SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED. ALL GOODS PURCHASED PURSUANT UNDER THESE TERMS AND CONDITIONS ARE SOLD AS-IS. COMPANY HEREBY DISCLAIMS ANY AND ALL IMPLIEDWARRANTIES, INCLUDING THEWARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE THAT MAY ARISE BY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Customer’s remedies are exclusively limited to replacement of or credit for any defective product (at the sole option of Company) but such replacement or credit shall be made only if the Customer complies with the terms and conditions set COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS OR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES SUFFERED OR SUSTAINED BY CUSTOMER. Any action by Customer related to these Terms and Conditions, including for breach of contract, must be commencedwithin one year fromthe date of delivery of the goods. SECURITYAGREEMENT forth herein on general returns and defective returns. LIMITATIONONDAMAGES; STATUTEOFLIMITATIONS To secure payment and performance of all of Customer’s current and future obligations to Company, Customer grants to Company a security interest in all inventory and equipment that Customer has purchased or will at any time in the future purchase from Company and in all accounts, other forms of receivables, documents, instruments, returns and general intangibles that are related in any way to such inventory and equipment. A copy of Customer’s credit application PD\ EH ʖOHG DV D ʖQDQFLQJ VWDWHPHQW LQ ZKLFK FDVH &XVWRPHU LV WKH GHEWRU and Company is the secured party. If, in Company’s judgment, Customer loses WKH ʖQDQFLDO DELOLW\ WR SD\ DQG SHUIRUP DOO RI &XVWRPHUɋV FXUUHQW DQG IXWXUH obligations to Company under these Terms and Conditions, then, upon demand by Company, Customer will return all Collateral to Company for disposition in accordancewith theUniformCommercial Code.
These General Terms and Conditions of Sale (the "Terms and Conditions") apply to and form an integral part of all quotations and offers made by the Company, all acceptances, acknowledgements (including a functional acknowledgement VHQWRQUHFHLSWRIDQHOHFWURQLFRUGHU DQGFRQʖUPDWLRQVE\WKH&RPSDQ\RIDQ\ orders by Customer, and any agreements regarding the sale by Company and purchase by Customer of product and services. The Company’s acceptance of orders is based upon these Terms and Conditions. All purchase orders or other SURFXUHPHQW GRFXPHQWV LQFOXGLQJ SXUFKDVH RUGHU FRQʖUPDWLRQV FRPSOLDQFH guides, androutingandlogisticsguides) submittedbyCustomershallbegoverned by these Terms and Conditions. To the extent that any provisions contained in WKH&XVWRPHU VSXUFKDVHRUGHURURWKHUSURFXUHPHQWGRFXPHQWVFRQʗLFWZLWK or would change, modify or supplement these Terms and Conditions, these Terms and Conditions will control, even if Company does not expressly contest VXFKSURYLVLRQVDQGDQ\VXFKFRQʗLFWLQJSURYLVLRQVVKDOOEHZKROO\LQDSSOLFDEOH to any sale made by Company to Customer and shall not be binding in any way on Company. Without limiting the foregoing, Company further rejects terms and conditions inconsistent with, different fromor additional to those contained herein which are contained on any website of Customer for which access is conditioned on acceptance of such terms and conditions. A functional acknowledgement sent on receipt of an electronic order does not constitute acceptance of electronic data interchange orders. Customer's order of the product will manifest Customer's agreement to these Terms and Conditions. BACKORDERS Back orders are shipped FOB shipping point. Back orders will not be created for fewer than four (4) pieces. ALLOCATIONS Orders and shipments are subject to allocation by Company in times of product shortages as determined by Company in its sole discretion. CANCELLATIONS 5HTXHVWVWRFDQFHORUGHUVPXVWEHPDGHLQZULWLQJQRODWHUWKDQIRUW\ʖYH GD\V before the start shipdate andare subject toCompany’s approval. All cancellations and refusals may be subject to a restocking/processing fee. Cancellations exceeding ten percent (10%) of futures bookings will result in evaluation of future discounts. Container and direct ship orders are not cancellable. CHANGES INORDERS Changes in orders will be considered only (a) within thirty (30) days of order submission in the case of container or dedicated orders, or (b) no later than forty- ʖYH GD\VSULRUWRWKHʖUVWVKLSPHQWGDWHLQGLFDWHGRQWKHRUGHULQWKHFDVHRI warehouse orders. PRICING All pricing error claims must be submitted to Company within thirty (30) days of the applicable invoice due date. All pricing error claims submitted within this timeframe will be reviewed, and approved or denied based on the merits of the claim at the sole discretion of Company. All pricing error claims submitted beyond this timeframe will be automatically denied. No employee, company UHSUHVHQWDWLYHRUDQ\RWKHUSDUW\RWKHUWKDQDQRIʖFHURI&RPSDQ\LVDXWKRUL]HG to alter Company’s pricing terms. All prices are subject to change without notice. 2UGHUV ZLOO EH ELOOHG DW SULFHV SUHYDLOLQJ DW WKH WLPH RI RUGHU DV UHʗHFWHG RQ Company’s then current price lists. SHIPPING Freight terms areFOBshipping point for all domestic shipments andFOBport for direct shipments, unless otherwise approved in writing by Company. Customer assumes all risk of loss upon delivery of products by Company to Customer or Customer’s representative. All delivery indications are estimates only. In no event will Company assume any liability, consequential or otherwise, as a result of Company’s failure to deliver product in accordance with indicated delivery schedules. Company will reject any late shipping fees unless approved by the Company in advance in writing. Delivery of part of an order does not obligate Company to make further deliveries, and partial deliveries will be billed when made. TERMSOFSALE Payment terms are net thirty (30) days from invoice date, unless otherwise VSHFLʖHG$Q\DPRXQWVQRWSDLGZLWKLQQHWWHUPVDUHVXEMHFWWRDVHUYLFHFKDUJH of 1-1/2 % per month or the maximum rate permitted by law, whichever is lower. No cash or prompt payment discounts will be allowed on any invoice paid past the invoice discount period. Customer shall not set off against or deduct from any amounts due to Company hereunder all or any part of any amounts owed or alleged to be owed by Company to Customer. If Company, in its sole GLVFUHWLRQDWDQ\WLPHLVXQVDWLVʖHGZLWK&XVWRPHUɋVʖQDQFLDOUHVSRQVLELOLW\RU feels it needs further assurance that Customer will pay for outstanding orders, Company shall be entitled to require Customer to pay for its orders on a cash- in-advance basis. If Customer is in default under any agreement with Company, or fails to comply with any written rule or policy of Company, including these Terms and Conditions, Company shall have the right, without prejudice to any other legal remedy, to cancel all outstanding orders. Company shall have the right to set off and deduct any amounts due to Company from Customer against and from any amounts owed or allegedly owed by Company to Customer.
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