Initial Sale and Approval
The Purchase Order represents an offer upon the terms below that cannot be withdrawn by buyer prior to cancellation date. It shall be a binding contract upon acceptance by Carapace Clothing Co.

This order is subject to approval of buyer's credit at the time of shipment by Carapace Clothing Co and/or its factor.

Cancellation of PO's
Cancellation of a Purchase Order by the buyer must be made within the first seven days after placing the order.

Payment of Goods
C.O.D. Policy
• All shipments must be paid with certified check.
• All or any part of the shipment that is not accepted is subject to a non-refund of your deposit amount.
• Your deposit amount will be applied towards your outstanding balance upon the last shipment of the corresponding purchase order.
• The buyer will be contacted before any shipment is made with the objective of having the payment ready.

Net-30 Term Policy
• All purchase orders will be processed by our factor with the objective of evaluating credit history.
• If approved, a Net-30 term will be applied and the merchandise will automatically be shipped.
• If not approved, C.O.D. terms will apply only if customer agrees to proceed with the order.

Return Authorizations
Carapace Clothing Co. will not issue credit for any allowances, deductions, or materials returned unless buyer obtains our written consent and approval of same within 14 days of receipt of goods. In order to obtain written consent, you must first fill out the Return Authorization Form. If approved, a Return Authorization Number will be provided in order to return the merchandise and a Credit Memo will be issued for credit. If not approved, you will be notified as to the reason for not being approved. Deliveries against this order are subject to credit approval by the credit department at time of shipment. All returns must be approved directly by Carapace Clothing Co. and no credit can be issued without a Credit Memo.

Delivery of Merchandise
All orders are taken subject to delays or non-delivery caused by any reason beyond our control. Both parties acknowledge that failure to perform will cause buyer to incur costs not contemplated by this agreement, and that the exact amount of such costs are extremely difficult and impracticable to fix. Carapace Clothing Co. shall therefore not be liable for any consequential damages whatsoever.

Validity of Contract
This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements between the parties concerning its subject matter. The validity, construction, and performance of this agreement are and shall be governed by the laws of the state of California. The forum for the resolution of any dispute related to this agreement, whether in tort, contract, or in equity are based upon federal or state statute or regulations shall be Los Angeles, California.

Modifications to the Agreement
No waiver, amendment, or modifications of this agreement shall be effective unless in writing or signed by a representative of the company. No waiver or any term, condition, or default of this agreement shall be construed as a waiver of any other term, condition or default. This agreement is deemed to be drafted jointly by both parties; any uncertainty or ambiguity shall not be construed for or against either party based on attribution of drafting.