Betsy & Adam

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The
Collection
Betsy & Adam Missy/Petite
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Betsy & Adam Women
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Blondie Nites
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Fabric/color swatches

Buyers
Showroom

Trading Partner Terms & Conditions

BETSY & ADAM, Blondie Nites, Xscape Evenings Ltd.
TERMS & CONDITIONS OF SALE

BETSY & ADAM, BLONDIE NITES & XSCAPE EVENINGS LTD. including all divisions, hereinafter referred to as SELLER, agrees to sell goods subject to the following terms and conditions. The company purchasing said goods from SELLER, is hereinafter referred to as the BUYER. Acceptance of goods from SELLER evidences BUYER’S agreement to these terms. Said terms cannot be modified, amended or changed without the express written consent of SELLER.

1. SELLER hereby rejects any and all BUYER terms and conditions contained in any document, purchase order, routing guide, website document or otherwise and does not consent to any such terms or conditions in BUYER’S purchase orders, routing guides, websites, documents or otherwise. SELLER objects to any terms and conditions of BUYER that are different than the terms contained herein unless BUYER first obtains SELLER’S written consent to any such conflicting terms. Said written consent is binding only when signed by the President of SELLER.

2. The BUYER agrees that any dispute arising out of this sale shall be governed by the laws of the State of New York, which is where SELLER maintains it’s principal place of business and which shall be deemed the location where this contract was entered into. For the sake of convenience and certainty, the State Courts of SELLER’S principal place of business shall have exclusive jurisdiction over litigation arising out of this order.

3. BUYER shall have ten (10) days from receipt of goods to notify SELLER of any chargeback claim for failure to properly package, label, ticket, or mark goods or failure to timely ship or deliver goods, or failure to properly or timely transmit electronic data to BUYER. In any event, no chargeback shall be more than $20.00 per carton or in the case of goods transported without a carton, than no more than $20.00 per invoice and any such claim for chargeback shall be accompanied by sufficient evidence of improper shipping, marking, packaging or labeling, or otherwise, including but limited to pictures, documents and affidavits under oath supporting the alleged violation. The BUYER further agrees to pay SELLER the sum of $300.00 or the amount of the alleged charge back, whichever is greater, for any such chargeback claim that is determined to be erroneous or without merit. This is not a penalty but merely reimbursement to SELLER for costs incurred in researching such chargeback notice. SELLER shall not be liable to BUYER for any chargeback transmitted to SELLER more than ten (10) days from the date the alleged chargeback occurred. BUYER will be assessed a $50.00 fee for issuing a late chargeback to SELLER. In no event shall SELLER be assessed a chargeback for any alleged violation arising out of the sale and shipment of a “special order” as that term is commonly known and understood in the industry. In addition, SELLER shall not be liable for packing or wrinkle charge backs, so long as SELLER packs said goods in the manner proscribed by BUYER.

4. In the event any document, including BUYER’S form, purchase order, shipping manual, routing guide or other document contains terms or conditions different or in conflict with the terms and conditions set forth in this invoice, BUYER agrees the terms and conditions contained herein shall control. No signature of a SELLER’S representative upon any BUYER form or purchase order shall constitute SELLER’S acceptance of or consent to any terms or conditions that conflict with those contained herein.

5. SELLER reserves the right to modify the order, with BUYER’S prior approval, to conform to SELLER’S stock on hand so long as it is consistent with BUYER’S order.

6. SELLER reserves the right to charge BUYER for any changes made by BUYER to quantity, specification, packaging, delivery date, destination or timing of this delivery. Said charge shall not exceed 5% of the total order.

7. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RELATED IN ANY WAY TO THIS ORDER, ANY CANCELLATION OR TERMINATION BY SELLER OR BUYER’S PERFORMANCE HEREUNDER, WHETHER OR NOT SELLER KNEW OR SHOULD HAVE KNOWN OF THE PROBABILITY OF THE SAME.

8. SELLER shall have a security interest in all goods shipped to BUYER. In the event BUYER becomes insolvent or files for protection under the Bankruptcy laws of the United States then in that event SELLER shall have up to thirty (30) days from date of delivery to BUYER, to reclaim goods shipped to BUYER and BUYER shall hold said goods, at SELLER’S expense until such time as said goods are reclaimed. BUYER shall notify SELLER of BUYER’S insolvency or filing for Bankruptcy protection as soon as it becomes known to BUYER.

9. In the event SELLER, expressly or impliedly, waives any right of fails to strictly enforce any of the terms contained herein, such waiver shall not operate as or be deemed to be a waiver of any other or subsequent right, breach or terms. SELLER agrees that the remainder of this contract will be not be violated or voided by the invalidity of one of more of the terms hereof.

10. BUYER agrees and acknowledges that any notice or consent required or permitted hereunder shall be given in writing and shall be deemed effective, despite any such notice or consent being refused, unclaimed or otherwise undeliverable: (a) upon receipt when transmitted by facsimile machine and acknowledged by a return facsimile, (b) upon receipt when personally delivered or (c) five (5) days after it’s deposit in the mail with the US Postal Service, postage prepaid, when sent to the address specified on the front of this invoice.

11. BUYER shall have thirty (30) days from the date of receipt of the goods to inspect and notify SELLER said goods are damaged, defective or non-conforming. If BUYER fails to reject said goods within said thirty (30) day period then BUYER waives the right to return said goods to SELLER. In the event that BUYER timely rejects nonconforming goods, then SELLER shall only be obligated to pay BUYER the actual amount BUYER paid for said nonconforming goods, after allowances for mark-downs and discounts are taken into account. No returns will be accepted unless SELLER issues a Return Authorization Number for the return. In addition to being rejected, BUYER shall incur a processing fee in the amount of $100.00 per carton for any return sent to SELLER without a Return Authorization Number.

12. BUYER must transport returns to SELLERS warehouse located at 90 Dayton Avenue, Building “3C”, Passaic, New Jersey, 07055. Failure to transport returns to this location will result in a $300 per carton transportation fee being imposed on BUYER, to compensate SELLER for the time and expense of transporting said goods to the proper location for processing. In addition, returns that are comprised totally or partially of goods not manufactured by SELLER and which must be returned to BUYER will be charged $100.00 per invoice for processing and re-routing fee’s.

13. BUYER agrees not to duplicate, reproduce, replicate re-create or otherwise manufacture for sale the styles that are being sold to BUYER by SELLER. BUYER further agrees that in the event BUYER’S, or it’s agents, servants or employee’s duplicate reproduce, replicate re-create or otherwise manufacture for sale the styles that are being sold to BUYER by SELLER then in that event BUYER shall pay to SELLER a royalty equivalent to $20.00 per unit so re-created and sold by BUYER or it’s agents, servants or employee’s.

14. SELLER reserves the right to withhold any payment due BUYER for markdowns and discounts until such time as all chargebacks for the preceding period have been settled and resolved.

BETSY & ADAM
BLONDIE NITES
XSCAPE

Revised 06/24/2005