Terms and Conditions

Terms and Conditions – SPF Standard Sales Note


The terms and conditions set forth in this document (“Terms and Conditions”) are intended to establish standard terms and conditions of sale for all sales by Schott Performance Fabrics, Inc. (“SELLER”) to the purchaser (“BUYER”). SELLER’s acceptance of any purchase order submitted by BUYER is expressly made conditional on BUYER’s assent to the Terms and Conditions contained herein, and SELLER agrees to furnish the material (the “Product”) covered by the order only upon such Terms and Conditions. This document, together with the quotations, sales acknowledgments, invoices, specifications, and all supplements and attachments thereto issued by SELLER from time to time, shall constitute the entire agreement (“Agreement”) between BUYER and SELLER for each such sale. In the event of any inconsistency between these Terms and Conditions and the provisions on the quotation, sales acknowledgment, invoice or on any supplement attached thereto, the provision contained on the quotation, sales acknowledgment, invoice or on such supplement shall control. No changes to the Terms and Conditions set forth herein shall be effective unless acknowledged by SELLER in writing.

If SELLER’s Sales Acknowledgement is construed as an acceptance of any offer by BUYER, then acceptance is expressly conditioned on BUYER’s assent to any additional or differing terms contained herein. Such assent shall be manifested by BUYER’s acceptance of this Agreement in accordance with the following sentence. Any conduct by BUYER which recognizes the existence of a contract pertaining to the subject matter hereof, including, but not limited to: (a) its return of a signed copy of this Agreement to SELLER; (b) its retention of this Agreement for ten (10) days without written objection thereto; (c) its written or oral instructions to SELLER respecting assortment, shipments and/or delivery (including instructions to bill and hold); (d) its acceptance of delivery of all or any part of the merchandise specified herein; or (e) its indication in some other manner of its acceptance of this Agreement, shall constitute acceptance by BUYER of this Agreement for the entire quantity of merchandise specified and subject to all of the Terms and Conditions contained herein. Additional or different terms provided in BUYER’s purchase order, which vary in any degree from any of the terms herein, are hereby expressly objected to and rejected.

This Agreement contains the entire understanding between the BUYER and SELLER concerning the subject matter of this Agreement and incorporates all prior negotiations and understandings. There are no other written or oral agreements between BUYER and SELLER concerning the subject matter of this Agreement.

Agreement Terms

1. Price. Prices quoted do not include any applicable sales, use or other tax unless otherwise specifically noted by SELLER in writing. Except to the extent otherwise provided in the invoice, BUYER shall pay all taxes (excluding federal, state or local income or franchise taxes of SELLER) and all import duties, levies and impositions and all other governmental charges, assessments, fees, and any interest or penalties thereon, whether payable by SELLER or BUYER, imposed or levied on or with respect to this Agreement, the amounts payable hereunder, the Product or the possession, sale, use, furnishing or ownership of the Product. In the case of any such tax, SELLER may add the tax to the invoice, or may, at its option, require BUYER to pay such tax directly to the taxing authority. If BUYER shall fail to pay and discharge such taxes, duties and other sums when due, SELLER may, at its option, pay the same, in which event BUYER shall promptly reimburse the SELLER for such sums paid. If the Agreement expressly calls for SELLER to pay any of the foregoing, SELLER shall pay the amount thereof at the rates in effect on the date of the Agreement. If the total amount thereof is, at any time and for any reasons (whether as a result of new or increased duties, taxes or other charges or otherwise), greater (or less) than the aforementioned amount at the date of the Agreement, the difference shall be charged (or credited) to BUYER. The Agreement price will also be increased by the increased amount SELLER is liable to pay in respect of any value added tax chargeable on the supply to SELLER of materials to be incorporated in the Products or on services which are required for the performance of SELLER’s obligations under the Agreement. SELLER hereby reserves the right to correct prices on any orders due to typographical or mathematical errors.

2. Payment Terms; Credit and Collection.

(a) Payment Terms. Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from the date of invoice. Unless otherwise agreed in writing, all payments are to be in United States dollars.

(b) Cash in Advance; Letters of Credit. At SELLER’s sole discretion and as further provided in this Section 2(b), orders may require cash in advance or an irrevocable letter of credit in accordance with SELLER’s Instructions for Letter of Credit, which shall be provided to BUYER upon request or can be found on SELLER’s website at and are incorporated herein by reference. Where payment is made by letter of credit, all costs of collection shall be for BUYER’s account. In the event that SELLER is required to bring legal action to collect delinquent accounts, BUYER agrees to pay reasonable attorneys’ fees and costs of suit. Orders under $20,000 shall be paid via C.I.A. or wire transfer in accordance with SELLER’s Instructions for Wire Transfer, which shall be provided to BUYER upon request or can be found on SELLER’s website at and are incorporated herein by reference. In the event BUYER does not follow SELLER’s instructions regarding letters of credit or wire transfers as set forth in this Section 2(b), SELLER shall not be liable, directly or indirectly, for any delays in shipment caused by such failure or for any damages that may be suffered by BUYER as a result of such delay.

(c) Past Due Payments; Collection. In case BUYER fails to pay any bill owed SELLER when due, all sums owed under this and other contracts between BUYER and SELLER shall, at the option of the SELLER, at once become due irrespective of the terms of the sale, and SELLER may defer delivery under this and such other contracts until such sums shall be paid and for a reasonable time thereafter. If the total amount due or to become due under the Agreements between BUYER and SELLER exceeds the credit limit for BUYER as established by SELLER from time to time, then at SELLER’s sole option, BUYER shall pay cash before delivery. Unless otherwise specified, if payment hereunder is not made on time, SELLER, in addition to all other legal, equitable and contract rights, shall be entitled to interest on such overdue payment at the rate of one percent (1%) per month. Notwithstanding the foregoing, interest shall not be charged on any overdue payment at a rate in excess of the maximum rate permitted by law. Upon failure by BUYER to make any payment under this paragraph within ten (10) days after demand in writing (or, if BUYER shall become insolvent, call a meeting of its creditors, or make an assignment or trust for the benefit of creditors or if bankruptcy, insolvency, reorganization or arrangement proceedings so shall be commenced by or against BUYER) SELLER, in addition to all other rights of SELLER applicable hereunder or available under the law, shall have the option to terminate this and other Agreements between BUYER and SELLER, or sell all or any part of the Products undelivered hereunder and thereunder without notice at public or private sale (at which SELLER may become buyer of such Products) holding BUYER responsible for any deficiency including the costs, reasonable attorney fees and expenses of such sale, or bill BUYER as of the date of such demand for all or any part of the undelivered Products. Approval of credit for one (1) or more Agreements shall not be deemed a waiver of this provision. Any property of BUYER, including but not limited to, Products billed and held (whether paid for or not) at any time in SELLER’s possession, either as principal or agent, shall be deemed pledged as security for any and all of BUYER’s obligations to SELLER or any parent, subsidiary, affiliate, principal or agent of SELLER.

3. Delivery and Tender. SELLER shall have the right to make partial shipments. Unless otherwise agreed to by SELLER in writing, Products are sold Ex Works SELLER’s facility. Unless this Agreement expressly provides otherwise, the terms used in this Agreement shall have the meanings set forth in INCOTERMS 2000, as published and promulgated by the International Chamber of Commerce. If BUYER does not specify delivery dates, SELLER will assemble and ship the Products at BUYER’s expense by a licensed carrier.

(a) The acceptance of shipment by any licensed carrier shall constitute delivery to the BUYER, or in the absence of shipping instructions, the mailing of the customary invoice shall constitute a delivery.

(b) Any shipment made within fifteen (15) days after the date specified for delivery shall constitute a good delivery, or a tender made within fifteen (15) days after the date specified for delivery in the Agreement shall constitute a good tender. Delivery or tender shall be deemed full performance: (i) for orders of less than 5,000 yards of Product, when the delivery or tender is within ten percent (10%) of the quantity or yardage specified; and (ii) for orders of 5,000 yards of Product or more, when the delivery or tender is within 5 percent (5%) of the quantity or yardage specified.

(c) Any delivery not in dispute shall be paid for separately, regardless of any dispute as to other delivered or undelivered merchandise.

Title and risk of loss shall pass to BUYER upon delivery to the carrier. SELLER is not responsible for Products lost or damaged in transit, and BUYER shall make any such claim to the carrier in accordance with the carrier’s requirements.

4. Delay in Delivery; Force Majeure. SELLER shall not be liable for any default by reason of delay, reduction or failure of delivery due to causes beyond its control, including, without limitation, a breach of BUYER’s obligations regarding letters of credit and/or wire transfers as more fully set forth in Section 2(b) above, default, delay, reductions, cancellation of shipments or material price increases with regard to necessary materials, machine break-down, default, failure or delay by strikes of any kind, lockouts, disputes or disagreements resulting from work stoppages, plant or warehouse shutdown or slowdown, terrorist activities, embargoes, government regulations, military service, war, delays by carriers, lack of shipping facilities, unavoidable casualties, fires, floods, storms, explosions, epidemics, civil disturbances, acts of God or public enemy or any other causes or conditions in addition to those herein specified beyond SELLER’s control. In any such circumstances, SELLER may, without liability on SELLER’s part, cancel or terminate the Agreement or parts thereof. Alternatively, SELLER may suspend and thereafter upon removal of the difficulty or cause of such default by reason of delay, reduction or failure of delivery, resume delivery of all or part of the Products remaining undelivered. Any such deliveries shall continue at a rate proportionate to the original delivery specifications thereafter until the entire quantity purchased hereunder has been delivered, and BUYER shall accept such deliveries; provided that if such delays in delivery exceed sixty (60) days, BUYER may demand delivery of the Products so delayed by delivering to SELLER a written demand by registered or certified mail and if such Product is not shipped by SELLER within thirty (30) days after receipt by SELLER of such demand, this Agreement shall be deemed terminated without liability on SELLER’s part as to said Product.

5. Warranties. SELLER warrants to BUYER that all Products delivered hereunder shall conform to the description of the Products specified in SELLER’s quotation, sales acknowledgment or invoice at the time of delivery. SELLER further warrants for finished Products, other than fabrics, that such finished products shall be free of manufacturing defects in material and workmanship for six (6) months from the date of purchase, unless otherwise noted on the quotation, sales acknowledgment or invoice. SELLER further warrants that any textile fabrics described on the quotation, sales acknowledgment or invoice are not misbranded, nor falsely or deceptively advertised or invoiced under the provisions of the Textile Fiber Products Identification Act and the rules and regulations prescribed thereunder. SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR INTENDED USE. THE FABRIC PROVIDED HEREUNDER IS NOT INTENDED OR PROMOTED FOR USE IN SLEEPWEAR. Oral or written statements by SELLER’s employees or agents, including via email, do not constitute warranties, shall not be relied upon by BUYER, and are not part of the Agreement of sale. BUYER hereby acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. SELLER shall not be liable for normal manufacturing defects or customary variations from specifications nor for any imperfection in the Products or processes used. SELLER does not guarantee exact matching of color or shade resistance to light or water or suitability for further processing in any case. SELLER’S WARRANTY SHALL NOT EXTEND TO OTHER MATERIAL OR PRODUCTS WHICH MAY BE USED IN CONJUNCTION WITH THE PRODUCTS OR ATTACHED TO OR CONNECTED TO THE PRODUCTS OR USED IN ANY WAY WITH THE PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES THAT RESULT FROM IMPROPER LAYING UP OF THE PRODUCTS OR FOR PRODUCTS USED IN CONJUNCTION WITH ANY OTHER MATERIAL. Further, SELLER does not guarantee that the Products meet any specific Flame Retardant specifications unless specifically noted on the face side of SELLER’s quotation, sales acknowledgment or invoice. If BUYER intends any resale of the Products purchased hereunder, BUYER agrees that it will not repackage the Products in a manner so as to prevent any further purchaser from reading and inspecting all warnings, disclaimers and other language contained on any packaging of the Products. Unless otherwise agreed to by SELLER, SELLER shall not be responsible for any damages or claims resulting from any errors in UPC coding contained on packaging provided by SELLER, except that SELLER agrees to replace any packaging containing defective UPC codes for a period of six (6) months after delivery of the Products to BUYER.

6. Claims and Allowances. BUYER shall promptly inspect any Products delivered to BUYER from SELLER. If BUYER claims Products are defective in quality or not in accordance with the Agreement, such Products shall promptly be offered to the SELLER for examination, and if the BUYER fails to make such Products available for examination, BUYER shall not be entitled to any allowance or claim as to such Products. SELLER may, within fifteen (15) days after receipt of a complaint, replace any merchandise which is not in accordance with the Agreement, and in such event, no further claim may be made by BUYER. Claims of any kind or nature, except for latent defects, are specifically barred unless (a) made in writing within thirty (30) days after delivery of Products, or (b) prior to cutting, processing or altering of the Products in any manner for the original condition of delivery, whichever is earlier. Claims for latent defects are barred unless made in writing within ninety (90) days after the date of invoice. Remedies for breach of any warranty shall be limited, at SELLER’s sole discretion, to repair or replacement of the Products. The limit of liability of SELLER for defective merchandise shall be the difference in value on the Agreement date of delivery between the Products specified and the Products actually delivered. The limit of liability of SELLER for late delivery or nondelivery shall be the difference if any between the Agreement price and the fair market price on the Agreement date of delivery of the Products to be delivered. IN NO EVENT SHALL SELLER BE LIABLE FOR CLAIMS (BASED UPON BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE, OR OTHERWISE) FOR ANY OTHER DAMAGES, LOST PROFITS, DELAYS, LABOR COSTS OR ANY OTHER COST OR EXPENSE, WHETHER DIRECT, INDIRECT, IMMEDIATE, FORESEEABLE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL, OR FOR ANY EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM THE SALE, HANDLING, OR USE OF THE PRODUCTS SOLD HEREUNDER, INCLUDING WITHOUT LIMITATION, TRANSPORTATION, HANDLING, INSTALLATION, OR FABRICATION CHARGES OR EXPENSES. THE SELLER’S LIABILITY IS EXPRESSLY LIMITED, AT SELLER’S SOLE OPTION, TO THE COST OF REPLACEMENT OR REPAIR OF DEFECTIVE PRODUCTS, OR AN ALLOWANCE OF CREDIT THEREFORE. EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY CLAIM MUST BE FILED NO LATER THAN ONE (1) YEAR FROM THE DATE OF DELIVERY OR SHALL BE FOREVER BARRED.

7. Cancellation. Orders are not subject to cancellation without SELLER’s consent. Should SELLER consent to cancellation of an order, SELLER reserves the right, in addition to its other remedies, to require payment in full for Products previously delivered to BUYER and for all costs incurred by SELLER in connection with the uncompleted portion of the order, including, without limitation, direct and indirect costs, raw materials, work in process, selling and overhead costs, and storage costs.

8. Buyer’s Insolvency. If BUYER shall (a) become insolvent, (b) call a meeting of creditors, (c) make an assignment or trust for the benefit of creditors, or (d) if bankruptcy, insolvency, reorganization or arrangement proceedings shall be commenced by or against BUYER: (i) SELLER may stop the Product in transit; (ii) BUYER shall not accept delivery of any Product; (iii) title to property and the Product shall remain with SELLER; (iv) if title to any of the Product has passed, SELLER may rescind such title; (v) BUYER shall, at SELLER’s written request, return the Product or any part thereof to SELLER, freight prepaid; and (vi) risk of loss shall remain with BUYER until SELLER regains possession of the Product.

9. Accord and Satisfaction. Any check or remittance received from or for the account of BUYER may be accepted and applied by SELLER or its factor against any indebtedness or obligation owing by BUYER as shown on the books and records of SELLER or its factor without prejudice to or discharge of the remainder of any such indebtedness or obligation, regardless of any condition, proviso, statement, legend or notation appearing on, referring to or accompanying such check or remittance. If BUYER wishes to submit a check in satisfaction of any disputed debt, such check must be delivered to the attention of SELLER’s president and must be marked ATTENTION: ACCORD ENCLOSED.

10. Resale Warranty. The BUYER warrants that all Products covered by this Agreement are purchased for resale or other processing.

11. Deferment and Storage. SELLER may, in its sole discretion and at the request of the BUYER, defer the whole or partial delivery. If the Products are in a deliverable state, BUYER shall pay a penalty for the period of such deferment at SELLER’s prevailing rate as of the date of deferment. All Products billed and held for BUYER’s account are held at BUYER’s risk of loss or damage from theft or casualty, including sprinkler damage. BUYER agrees to pay SELLER a storage charge of Five Dollars ($5.00) per case, bale, roll or other, per month on all billed and held Products not shipped within six (6) months after the invoice date. BUYER authorizes SELLER to release to a public warehouse, with all freight, storage and other charges for account of BUYER, all billed and held Products not shipped within one (1) year of SELLER’s invoice date, and BUYER agrees to indemnify and hold SELLER harmless from all claims or causes of action asserted against SELLER after such Products have been so released. Notwithstanding the foregoing, any private label or customer-specific products held by SELLER in its discretion at BUYER’s request must be purchased and delivery accepted within six (6) months at the price applicable under the original sales acknowledgment. If BUYER has not accepted delivery of the Products within such six (6)-month period, SELLER may issue an invoice for the purchase of said Products to BUYER.

12. Indemnification. If the Products, finished items or fabrics provided to BUYER under this Agreement are manufactured, printed or otherwise processed based on specifications provided by BUYER, BUYER shall indemnify and hold SELLER harmless from any and all claims, demands or causes of action, whether in tort or otherwise, arising from or relating to the use of the Products, finished items, or fabrics.

13. Intellectual Property.

a. Definitions

i. Intellectual Property: Throughout this section the term “intellectual property” refers to any product of the intellect that has commercial value, including but not limited to: (1) drawings, know-how, designs, specifications, inventions, devices, developments, processes; (2) copyrighted property, including but not limited to, patterns and/or designs of goods, literary and artistic works; (3) patented and patentable property including, but not limited to, products, business methods, and industrial processes; (4) trademarked property, whether registered or not, including, but not limited to, trade names, product names, service marks, domain names, and trade dress; and (5) trade secret property including, but not limited to, business methods, industrial processes, suppliers lists, and customer lists.

ii. Information: Throughout this section the term “information” includes, but is not limited to, knowledge, facts and data. Such information may be communicated in any manner, including, but not limited to, orally, by telephone, in a written form, by email and via other electronic media.

iii. Materials: Throughout this section the term “materials” refers to anything composed of matter including, but not limited to, specifications, designs, patterns, Products and goods.

b. In cases where SELLER, as part of this Agreement, provides to BUYER information or materials that include SELLER’s intellectual property: BUYER agrees that such SELLER intellectual property shall remain the property of SELLER, and all other rights, including intellectual property rights, of SELLER to such SELLER’s information or materials are strictly reserved to SELLER. As a result, BUYER agrees not to use, reproduce or copy, share with third parties, infringe, or contributorily infringe any of SELLER’s information or materials without the written consent of SELLER. BUYER shall have no claim to, nor ownership interest in, any SELLER intellectual property and such information, in whatever form and any copies thereof, shall be promptly returned to SELLER upon written request from SELLER. BUYER acknowledges that no license or rights of any sort are granted to BUYER hereunder in respect of any SELLER intellectual property, other than the limited right to use the SELLER’s proprietary Products purchased from SELLER.

c. In cases where BUYER, as a part of this Agreement, provides to SELLER information or materials that include BUYER’s intellectual property: SELLER is hereby granted a non-transferable and non-exclusive license to use such BUYER’s information or materials only in conjunction with BUYER’s resale of Products purchased from SELLER under this Agreement. However, SELLER agrees that all other rights, including intellectual property rights, of BUYER to such BUYER’s information or materials are strictly reserved to BUYER. As a result, SELLER agrees not to use, reproduce or copy, share with third parties, infringe, or contributorily infringe any of BUYER’s information or materials without the written consent of BUYER.

d. In cases where BUYER, whether intentionally or unintentionally, provides to SELLER information or materials that include another party’s intellectual property: BUYER agrees to defend, indemnify and hold SELLER harmless against any claims, costs, damages, liability and expenses resulting from actual or alleged patent, trademark, or copyright infringement, misappropriation of confidential information, or violation of any other intellectual property right, domestic or foreign, that may arise from the making, using or selling of any part or Product or using any process that is designed or specified by the BUYER. If any claim is made by a third party on the basis of which indemnification may be sought under this paragraph, SELLER shall give written notice of such claim to BUYER promptly after SELLER has actual notice of such claim. BUYER shall have the right to defend such claim at its expense, provided that it does so diligently and in good faith; provided however, SELLER shall have the right to approve all settlements. SELLER shall cooperate with such defense and/or settlement and shall have the right to participate in such defense and/or settlement at its expense. No settlement shall be entered into unless SELLER shall be released from all liability for such claim.

14. Dispute Resolution. Any controversy or claim arising out of or in connection with the negotiation, execution and/or performance of this Agreement shall be submitted to arbitration in accordance with the rules then obtaining of the American Arbitration Association. The arbitration shall be conducted in Akron, Ohio, or at such other place as the parties may agree upon, by one (1) person independent of the parties appointed by them by mutual agreement (the “Arbitrator”). Failing the appointment of an Arbitrator by the parties, such Arbitrator shall be appointed by the president of the American Arbitration Association or his designee. Judgment on any award may be entered in any court having jurisdiction as hereinafter provided. Notice of process in connection with arbitral or judicial proceedings may be served upon the parties by registered or certified mail, with the same effect as if personally served. Any money awards shall be expressed in United States currency and shall include a reasonable interest component. The costs of any such arbitration proceeding shall be paid by the party against whom the award is rendered.

15. Law and Jurisdiction. This Agreement is to be governed by and interpreted in accordance with the substantive law of the State of Ohio. SELLER shall be entitled to all benefits and protections available to SELLER under the Uniform Commercial Code as applicable in the State of Ohio, provided that, if any provisions of this Agreement are inconsistent with any usages of trade, then the provision of this Agreement shall prevail. The parties hereby expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods, if the same would otherwise apply here. BUYER and SELLER agree that any legal suit, action, or proceeding to enforce any arbitration award granted under Section 14 hereof or to collect payment due hereunder from BUYER, or otherwise arising out of or relating to this Agreement may be instituted in a State or Federal Court in the City of Akron, County of Summit, and State of Ohio, and BUYER waives any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding and hereby irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY, AND CONSENT THAT ANY DISPUTE MAY BE HEARD AND RESOLVED BY THE COURT.

16. Waiver. No waiver by either party, whether express or implied, of any of the provisions of this Agreement or of any breach or default by either party shall constitute a continuing waiver or a waiver of any other provision or provisions of this Agreement, and no such waiver by either party shall prevent such party from enforcing any or all provisions of this Agreement or from acting upon the same and any subsequent breach of default of the other party under any provision of this Agreement.

17. Cumulative Rights. All rights and remedies of SELLER under this Agreement are in addition to SELLER’s other rights and remedies and are cumulative, not alternative.

18. Severability. If any provision of this Agreement is or becomes at any time and under any law, rule or regulation unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same effect as if such unenforceable or invalid provisions shall not have been inserted in this Agreement.

19. Finished Goods. If the fabric covered by this Agreement is for finished goods of cotton or manmade filament or fiber or blends thereof, the following provisions will apply in addition to the foregoing sections of this Agreement, but whenever any of the provisions of this section are inconsistent with the foregoing or with the Worth Street Rules, the provisions of this section shall prevail.

(a) Assortments: If BUYER does not select colorings, designs or patterns, various assortments of complete specifications or shipping instructions within the time specified in the Agreement, SELLER may bill the BUYER for the unassorted merchandise at finished goods prices or may after ten (10) days’ notice to BUYER furnish assortment, specifications and shipping instructions for BUYER and invoice and ship in accordance therewith. If SELLER permits BUYER to complete assortments or specifications subsequent to the time specified, SELLER may delay delivery in such an amount of time as may be necessary.

(b) Design Protection: BUYER, for valuable consideration acknowledged as received, agrees not to copy or cause to be copied or reproduced directly or indirectly any pattern or design of Products identified herein.

20. BUYER’S Understanding. BUYER represents and warrants: (a) that it has read and understood these Terms and Conditions; and (b) that these terms and conditions are fair and reasonable to BUYER.