The Systems Group, Inc. (TSG) TERMS & CONDITIONS of Sale

GENERAL NOTES All purchase orders submitted to us are subject to TSG credit approval and these standard terms. All lead times discussed are based on current product availability; actual delivery will be determined at the time of receipt and acceptance of the purchase order. In the event of a variance in terms and/or conditions between these standards and those submitted on your purchase order, our terms will prevail, unless we have specifically enumerated and accepted your terms in writing.

MISC.

• All prices are listed in US Dollars. All payments must be made in USD.
• All purchase orders are ex-works our plant.
• For international shipments, custom brokerage service charges, inland freight costs, freight costs, custom duties, tariffs, or freight forwarder expenses are not included in the Price of the products and will be charged to the customer unless a nominated freight forwarder is provided.

MOQ The minimum order quantity for hygienic liners is 10,000 pieces per SKU (10 rolls/10 cartons) per ship to location Ex-Works our facility.

PRICING Pricing is calculated based on purchase orders received that meet the MOQ (100,000 units). All prices are based on the information supplied by the customer; annual usage amounts and negotiated price with the specific retailer. Prices are subject to change without notice.

SMALL ORDER CHARGE/Below MOQ Order If a customer is unable to meet the MOQ, TSG reserves the right to charge list price for the hygienic liner and/or add a fifty ($50) dollar surcharge for the cost of processing the order. This surcharge would be applied to any order under the MOQ of 10,000 hygienic liners for each ship to location. Or the negotiated price for Below the MOQ will be charged for orders received under the MOQ.

TESTING All swimsuit lining fabrics for each batch and color of material should be tested with the purchased Hygienic Liner for quality control prior to bulk manufacturing. TSG IS NOT RESPONSIBLE FOR ANY DAMAGE OR QUALITY CONTROL ISSUE EXPERIENCED WITH THE SWIMSUIT LINING MATERIAL. Testing protocols are available upon request for testing prior to bulk manufacturing.

Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY, OR ANY OTHER PERSON OR ENTITY, BE LIABLE TO CUSTOMER OR ANY AUTHORIZED USER FOR (A) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PNITIVE OR SPECIAL DAMAGES, INCLUDING REPLACEMENT COSTS AND/OR ANY LOSSES RELATING TO CUSTOMER OR CUSTOMER’S BUSINESS, SUCH AS LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST SAVINGS, EVEN IF COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY CLAIM BY ANY THIRD PARTY. IF CUSTOMERS COULD HAVE AVOIDED DAMAGES BY TAKING RESONABLE CARE, COMPANY WILL NOT BE LIABLE FOR SUCH LOSSES. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE, EXCEED THE CUMULATIVE PAYMENTS RECIVED BY COMPANY FROM CUSTOMER UNDER THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, IN SUCH STATES OR JURISDICTIONS, COMPANY’S LIABILITY SHALL BE LIMIED TO THE EXTENT PERMITTE BY LAW.

MATERIALS We use high quality materials, inks, and adhesives. However, we cannot control the manner in which these products are used once they leave our facilities; therefore, we assume no responsibility for any damage arising out of the storage or use of the products we manufacture.

ORDER CANCELLATIONS Order cancellations involving special purchase materials will not be accepted. Cancellations on stock product orders will not incur fees if the order has not been processed and shipped.

SHIPPING All Shipments are EX-Works our factory or distribution center. TSG will do its best to ship inventory from the closest plant to the destination location but reserves the right to ship product to the customer from any of its plants. Upon receipt of a purchase order TSG will confirm which plant the order will ship from. Shipments will be routed per your instruction, but if not specified, we will make the shipment using our own discretion. We will endeavor to meet all delivery conditions requested but delays or failures in these commitments resulting from casualties, fire, flood, labor negotiations, raw material shortages, or other causes beyond our ability to control will not be considered a breach of agreement. Please see next paragraph regarding freight damage.

PAYMENTS AND CLAIMS All orders are Pre-Pay unless otherwise approved by TSG. All fees are the responsibility of the customer. Any fees unpaid will result in the invoice remaining unpaid and the shipment will be held. Any short-paid invoices will result in an open account balance and loss of credit terms. Future orders will need to be pre-paid in addition to any open balances. We have the right to hold any order until satisfactory arrangements for methods of payment have been agreed upon. Claims for freight must be arranged by you with the carrier. Claims against product must be made in writing within sixty (60) days of receipt of merchandise and must specify where the product does not confirm within tolerances to the specifications. Liability shall be limited to stated selling price, and shall, in no event, include special or consequential damages, including, but not limited to: profits, or profits lost. The payment of any collection fees and reasonable attorneys’ fees incurred by or assessed to TSG in connection with the enforcing of this agreement of in defending any claim for breach of this agreement shall by your responsibility. All orders are governed by and enforced under the laws of the State of California.

RETURN GOODS POLICY All returns require prior authorization in writing from TSG and a Return Goods Authorization (RGA) Number to be issued. All returns must be clearly marked with this authorization number or the return will not be accepted, and any freight charges incurred will be the originator’s responsibility. Shipments must have each box marked clearly indicating the RGA number. For skid shipments, the skid must be marked with the RGA number on a placard on at lease (2) sides of the skid. Returned product deemed to be within TSG’s specifications/non-defective is subject to 25% or $25 min restocking fee and no freight credit will be issued. For Hygienic Liner returns, no opened roll or broken carton with less than 10,000 Hygienic Liners will be accepted.

Warranty. Seller expressly warrants that all goods or services furnished under this Purchase Order shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used.

Force Majeure. Buyer shall have the option of canceling all or any part of the undelivered goods and/or services covered by this Purchase Order, or Buyer may delay delivery or acceptance occasioned by causes beyond its control without liability in respect of the goods and/or services so cancelled. Seller shall hold such goods at the direction of the Buyer, and shall deliver them when the cause affecting the delay has been removed. Buyer shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this Purchase Order at Buyer’s request. Neither party shall be responsible or liable to the other party for failure or delay in performance of its obligations under this Agreement, because of circumstances beyond its reasonable control, including, but not limited to, acts of God, flood, fire, accident, embargoes, sabotage (including, but not limited to computer viruses), governmental action, or the effect of any laws, ordinances or regulations which restrict or prohibit the transactions contemplated by this Agreement. In the event that Seller is unable substantially to perform for any of the reasons described in this Article, it shall notify Buyer promptly, in writing, of such inability to perform and shall use best efforts to remove or correct the cause of its inability to perform and shall resume performance hereunder as soon as practicable whenever such cause is removed or corrected. If Seller’s ability to supply Buyer’s purchase requirements under this Agreement is effected by a force majeure condition (as set forth in this Article), Seller agrees that it will not allocate its supply of goods amongst its customers unless and until Buyer’s purchase requirements are met under this Agreement.

Invalidity. In the event that any one or more of the provisions contained in this Purchase Order or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision.

Waiver of Jury Trial / Arbitration. SELLER AND BUYER, HAVING BEEN REPRESENTED BY COUNSEL EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS, WHETHER SUCH ACTION SOUNDS IN CONTRACT, TORT OR OTHERWISE, THIS AGREEMENT OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.