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STANDARD TERMS AND CONDITIONS OF SALE

GOODS AND SERVICES SOLD BY EYE OF THE NEEDLE EMBROIDERY OR ITS SUBSIDIARIES (LABCOATSUNLIMITED.COM) ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN BUYER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON APPLIED UNLESS AGREED TO IN WRITING BY AN APPLIED CORPORATE OFFICER. BUYER’S ACCEPTANCE OF SHIPMENT OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF EYE OF THE NEEDLE EMBROIDERY’s TERMS AND CONDITIONS.

PRICE:  Prices in effect at time of shipment of goods or performance of services shall prevail. All prices quoted by EYE OF THE NEEDLE EMBROIDERY are subject to change without notice. Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by Buyer.

PAYMENT TERMS:

A late payment charge of 1 1/2% per month (an annual percentage rate of 18%) shall be charged on all past due accounts and Buyer shall pay EYE OF THE NEEDLE EMBROIDERY all costs incurred by it in collecting any past due account from Buyer, including all court costs and attorney’s fees. However, if the foregoing charges exceed that rate which is the maximum permitted by law, then such charges shall be calculated to be the highest allowable lawful rate. The remittance portion of the invoice shall accompany payment. Alternatively, payments and other adjustments must reference the invoice number to assure proper credit. Deductions, if any, must clearly indicate reason and reference the applicable EYE OF THE NEEDLE EMBROIDERY credit memo number or other supporting document(s).

DELIVERY:

Unless otherwise noted, all sales of goods are made f.o.b. point of shipment and, in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Buyer. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. A standard shipping charge is applied to each invoice for goods for material preparation, packaging, freight and/or any additional items associated with each shipment based on the value and/or weight of the shipment. Additional charges for local delivery may also apply.

WARRANTIES:

Goods are sold only with such warranties as may be extended by the manufacturer of the product. Services performed by third parties are subject only to those warranties extended by such third parties. EYE OF THE NEEDLE EMBROIDERY MAKES NO WARRANTY AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS ARE HEREBY EXCLUDED. Buyer is responsible for installation and use in accordance with manufacturer’s instructions. EYE OF THE NEEDLE EMBROIDERY personnel are not authorized to alter this policy.

LIMITATION OF LIABILITY:

EYE OF THE NEEDLE EMBROIDERY’s liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, REGARDLESS OF CAUSE OR FAULT. This limitation of liability reflects a deliberate and bargained-for allocation of risks between EYE OF THE NEEDLE EMBROIDERY and Buyer and constitutes the basis of the parties ’bargain, without which EYE OF THE NEEDLE EMBROIDERY would not have agreed to the price or terms of this contract. EYE OF THE NEEDLE EMBROIDERY shall not, under any circumstances, be liable for any labor charges without its prior written consent.

EYE OF THE NEEDLE EMBROIDERY SHALL NOT IN ANY EVENT BE LIABLE whether as a result of breach of contract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue, loss of use of goods or associated products, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of Buyer for such damage. In addition, if EYE OF THE NEEDLE EMBROIDERY furnishes Buyer with advice or other assistance regarding any goods or services supplied hereunder, and which is not required pursuant to this contract, the furnishing of the advice or assistance will not subject EYE OF THE NEEDLE EMBROIDERY to any liability, whether based on contract, warranty, tort (includingnegligence) or other grounds.

ACCORD AND SATISFACTION: Any payment tendered to EYE OF THE NEEDLE EMBROIDERY in full satisfaction of a disputed debt shall be sent to: EYE OF THE NEEDLE EMBROIDERY, 7306 Westwood Drive, Frederick, MD 21701 will not be bound by any endorsement or statement on any payment or in any letter accompanying a payment. The payment will not constitute an accord and satisfaction and EYE OF THE NEEDLE EMBROIDERY’s acceptance of the payment will not limit EYE OF THE NEEDLE EMBROIDERY’s right to pursue full payment and remedies.
 
CREDIT BALANCE: Any credit balance issued will be applied within one (1) year of its issuance. IF NOT APPLIED WITHIN ONE (1) YEAR, THE BALANCE REMAINING SHALL BE CANCELLED, AND EYE OF THE NEEDLE EMBROIDERY SHALL HAVE NO FURTHER LIABILITY.
 
CANCELLATION AND RETURNS: Buyer may cancel an order by mutual agreement based upon payment to EYE OF THE NEEDLE EMBROIDERY of reasonable and proper cancellation charges. Goods shall not be returned by Buyer without EYE OF THE NEEDLE EMBROIDERY’s prior written authorization and payment by Buyer of a restocking charge of 15%. Special order items are NOT subject to return. No returns shall be accepted following 60 days after delivery.
 
FORCE MAJEURE: EYE OF THE NEEDLE EMBROIDERY shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond its reasonable control, (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation, or (iii) any other commercial impracticability. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.
 
CHANGE IN BUYER’S FINANCIAL CONDITION: EYE OF THE NEEDLE EMBROIDERY reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to EYE OF THE NEEDLE EMBROIDERY in the event of (i) Buyer’s insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer, (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an assignment for the benefit of creditors. EYE OF THE NEEDLE EMBROIDERY reserves the right to suspend its performance until payment or adequate assurance of performance has been received. EYE OF THE NEEDLE EMBROIDERY also reserves the right to cancel Buyer’s credit at any time for any reason. Buyer, in order to provide security for the payment of the full price of goods furnished hereunder, grants EYE OF THE NEEDLE EMBROIDERY a security interest in the goods. Buyer agrees to execute any documents or furnish information necessary to perfect this security interest.
 
ASSIGNMENT OR DELEGATION: Buyer shall not assign or delegate any or all of its duties or rights hereunder without EYE OF THE NEEDLE EMBROIDERY‘s prior written consent.
 
WAIVER AND CHOICE OF LAW: The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Maryland, United States of America, excluding conflict of law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
 
GENERAL: All orders are subject to acceptance by EYE OF THE NEEDLE EMBROIDERY . Any representation, affirmation off act and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforce ability or validity of the remaining provisions shall not be affected thereby.