2. You may not advertise or promote the products or cause the products to be advertised or promoted at prices discounted more than 10% for Branded products (other than OGIO®) or 20% for Private Label, below (i) the prices coded on an "A" or (ii) double the case prices on SanMar's published wholesale price list. Advertised OGIO® gear bags cannot be discounted further than the price coded on an "R" (40% margin). The North Face® products, TravisMathew products, Cotopaxi® products, Spacecraft® products, Wink™ products, Outdoor Research® products, and Tentree® products cannot be advertised more than 10% below the coded book price, which is displayed on www.sanmar.com when not logged into the site. Carhartt® and TommyBahama® products cannot be advertised below the coded book price, which is displayed on www.sanmar.com when not logged into the site.

3. SanMar may advertise all or select Branded and Private Label products at discounted/promotional prices. If so, you may not promote or advertise products at prices discounted more than 10% for Branded (other than OGIO®) or 20% for Private Label from the discounted/promotional prices advertised by SanMar, when coded on an "A". Advertised OGIO® products cannot be discounted further than the price coded on an "R" (40% margin). The North Face® products, TravisMathew products, Cotopaxi® products, Spacecraft® products, Wink™ products, Outdoor Research® products, and Tentree® products cannot be advertised more than 10% below the coded book price, which is displayed on www.sanmar.com when not logged into the site, regardless of whether SanMar offers discounted/promotional prices for The North Face® products, TravisMathew products, Cotopaxi® products, Spacecraft® products, Wink™ products Outdoor Research® products, and/or Tentree® products. Carhartt® and TommyBahama® products cannot be advertised below the coded book price, which is displayed on www.sanmar.com when not logged into the site, regardless of whether SanMar offers discounted/promotional prices for Carhartt® and TommyBahama® products.

4. You may sell Nike, OGIO®, The North Face®, Champion®, Carhartt®, Cotopaxi®, TravisMathew, Tommy Bahama®, Brooks Brothers®, New Era®, Eddie Bauer®, Outdoor Research®, and Tentree® products only with embellishment.  Generic, obscure and/or temporary decoration, in order to resell these products, is prohibited. Online sales of Nike, OGIO®, The North Face®, Carhartt®, Champion®, Cotopaxi®, TravisMathew, Spacecraft®, Tommy Bahama®, Brooks Brothers®, New Era®, Eddie Bauer®, Wink™, Outdoor Research®, and Tentree® products may be made only from your own website or another eligible, authorized customer website. Sales on or through eBay, Amazon, Craigslist, Etsy or any other direct-to-consumer, third party site are prohibited.

5. Nike prohibits placing logos, emblems, or designs on Nike products that negatively impact the Nike brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence or illegal activity, and/or relate to sex (including gentlemen’s clubs) and pornography industries. Also, Nike is a socially and politically aware brand and reserves the right to prohibit logos, emblems, and designs that, in its sole and absolute discretion, run counter to, or are inconsistent with, its brand identity. The decoration of any Nike garment with the proprietary mark, name or logo of any professional athletic organization, collegiate institution, or high school without the prior written authorization of both the owner of such mark, name or logo and Nike is expressly prohibited. The exportation of Nike product outside of the U.S. is prohibited (including to Puerto Rico, Guam and the Virgin Islands). Please contact your representative with any questions.

6. The North Face® prohibits placing logos, emblems, or designs on The North Face® products that negatively impact The North Face® brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence or illegal activity, and/or relate to the firearms and ammunition, tobacco, sex (including gentlemen’s clubs) and pornography industries. Also, The North Face® is an environmentally-conscious and socially and politically aware brand and reserves the right to prohibit logos, emblems, and designs that, in its sole and absolute discretion, run counter to, or are inconsistent with, its brand identity. The decoration of any The North Face® garment with the proprietary mark, name or logo of any company or organization without the appropriate license and/or authorization of the company or organization is expressly prohibited. Please contact your The North Face® sales representative with questions. The exportation of The North Face® product outside of the U.S. (and its territories) is prohibited.

7. Carhartt® prohibits placing logos, emblems, or designs on Carhartt® products that negatively impact the Carhartt® brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence or illegal activity, graphic representations of smoking, political party/candidate association and/or relate to sex (including gentlemen’s clubs) and pornography industries. Carhartt® is an environmentally-conscious and socially and politically aware brand and reserves the right to prohibit logos, emblems, and designs that, in its sole and absolute discretion, run counter to, or are inconsistent with, its brand identity. The decoration of any Carhartt® garment with the proprietary mark, name or logo of any company or organization without the appropriate license and/or authorization of the company or organization is expressly prohibited.  Blank sales of Carhartt® are only permitted for uniforming purposes with written approval from SanMar’s Sales Compliance Team.  Prohibited end uses include traditional retail and non-redemption and non-reward, gratis giveaways which are promotional in nature. Please contact your Carhartt® sales representative with questions. The exportation of Carhartt® product outside of the U.S. (and its territories) and Canada is prohibited.

8. Eddie Bauer prohibits placing logos, emblems, or designs on Eddie Bauer products that tarnish or negatively impact the Eddie Bauer brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence, animal abuse or illegal activity, denigrate or discriminate against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, and/or relates to the tobacco, illicit substances, narcotics, weapons, sex (including prostitution and gentlemen’s clubs) and/or pornography industries. Eddie Bauer is a socially and politically aware brand and reserves the right to prohibit logos, emblems, and designs that, in its sole discretion, run counter to, or are inconsistent with, its brand identity. The decoration of any Eddie Bauer garment with the proprietary mark, name or logo of any third party, professional athletic organization or collegiate institution without the appropriate license and/or authorization of the third party, organization or institution is expressly prohibited. Please contact your sales representative with questions. All Eddie Bauer products must be decorated or embellished prior to resale and shipment to your end user. The exportation of any Eddie Bauer products outside of the United States, its territories and possessions, and Canada is prohibited.

9. New Era® prohibits placing logos, emblems, or designs on New Era® products that negatively impact the New Era® brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, and/or gang-related in nature. The decoration of any New Era® garment with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license and/or authorization of the organization or institution is expressly prohibited. Please contact your New Era® sales representative with questions. The exportation of New Era® product outside of the U.S. is prohibited.

10. Red Kap® reserves the right to prohibit the addition to any Red Kap® product any mark, name, design or logo that does not meet the high standards of the brand, including embellishment that may disparage or otherwise negatively reflect on Red Kap®, or their brand image. No modification of the Red Kap® logo or trademarks is permitted.  The exportation of Red Kap® products outside of North America is prohibited.

11. Bulwark® reserves the right to prohibit the addition to any Bulwark® product any mark, name, design or logo that does not meet the high standards of the brand, including embellishment that may disparage or otherwise negatively reflect on Bulwark®, or their brand image. No modification of the Bulwark® logo or trademarks is permitted.  The exportation of Bulwark® products outside of North America is prohibited.

12. Alternative® products purchased must be sold only with embellishment. The sale of unembellished or blank Alternative product to any third parties, whether on the internet or elsewhere strictly prohibited.  The decoration of any Alternative® garment with the proprietary marks, names, or logos of any collegiate sports teams or collegiate institution is expressly prohibited. Failure to comply with this policy will result in loss of privileges for selling the Alternative brand.

13. Champion® blank products purchased must be sold only with embellishment. The sale of unembellished or blank Champion® products to any third parties, whether on the internet or elsewhere is strictly prohibited.  The decoration of any Champion® garment with the Champion marks (including the C Logo) or the proprietary marks, names, or logos of any collegiate sports teams or collegiate institution is expressly prohibited. The sale or shipment of Champion® products outside North America is also strictly prohibited.  Champion® products shall not be embellished or decorated with content or imagery that (a) may imply or
suggest the endorsement, sponsorship, approval, collaboration, or otherwise indicate an affiliation with the Champion® brand (b) is explicit, graphically violent, derogatory of any ethnic, racial, gender, or religious group or sexual orientation, profane, pornographic, or obscene; (c) endorses any form of hate or hate group or promotes politically charged or divisive messaging; or (d) promotes the excessive or irresponsible consumption of alcohol or promote the illegal use of alcohol, drugs, tobacco, firearms/weapons (or the use of any of the foregoing). Champion reserves the right to discontinue sales to anyone found to be acting in violation of this policy or to be selling Champion® products to others who are acting in violation of this policy.

14. To protect its reputation and identity, OGIO® reserves the right to prohibit the addition to any OGIO® product any trademark, name, design or logo that does not meet the high standards of the brand. OGIO® products may not be resold without embellishment. The exportation of OGIO® products outside of the U.S., Puerto Rico, Canada and Mexico is prohibited. 

15. Cotopaxi® prohibits placing logos, emblems, or designs on Cotopaxi® products that negatively impact the Cotopaxi® brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence, hate crimes, or illegal activity, and/or relate to firearms and ammunition, the tobacco and vaping industries, and political campaigns. Also, Cotopaxi® is an environmentally conscious brand and reserves the right to prohibit logos, emblems, and designs that run counter to, or are inconsistent with its brand identity. The decoration of any Cotopaxi® product with the proprietary mark, name or logo of any professional athletic organization or institution is expressly prohibited. The decoration of any Cotopaxi® product with logos, emblems, or designs related to the liquor or cannabis industries may require pre-approval. Please contact your sales representative with questions. The exportation of Cotopaxi® products outside of the U.S. and/or Canada is prohibited. 

16. TravisMathew prohibits placing logos, emblems, or designs on TravisMathew products that negatively impact the brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence, hate crimes, or illegal activity. The decoration of any TravisMathew product with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license and/or authorization of the organization or institution is expressly prohibited.  Sales to and through golf course pro shops are prohibited.  The exportation of TravisMathew products outside of the U.S. is prohibited.

17. CID prohibits placing logos, emblems, or designs on Wink™ products that negatively impact the Wink™ brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence or illegal activity. The decoration of any Wink™ product with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license and/or authorization of the organization or institution is expressly prohibited. Please contact your SanMar sales representative with questions. The exportation of Wink™ products outside of the U.S. and/or Canada is prohibited.

18. Tommy Bahama® prohibits placing logos, emblems, or designs on Tommy Bahama® products that negatively impact the Tommy Bahama® brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, and/or gang-related in nature. The decoration of any Tommy Bahama® product with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license and/or authorization of the organization or institution is expressly prohibited. Please contact your Tommy Bahama® sales representative with questions. The exportation of Tommy Bahama® products outside of the United States and Canada is prohibited.

19. Spacecraft® prohibits placing logos, emblems, or designs on Spacecraft® products  that negatively impact the brand including, without limitations, logos, emblems, and designs that are obscene, vulgar,  advocate or display violence, hate crimes, or illegal activity. The decoration of any Spacecraft® product with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license
and/or authorization of the organization or institution is expressly prohibited. The Exportation of Spacecraft® products outside of the U.S. (including its territories and global military installations), Canada and Mexico is prohibited.

20. Brooks Brothers® prohibits placing logos, emblems, or designs on Brooks Brothers® products that tarnish or negatively impact the Brooks Brothers® brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence or illegal activity, denigrate or discriminate against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, and/or relates to the tobacco, illicit substances, narcotics, weapons, sex (including prostitution and gentlemen’s clubs) and/or pornography industries. Brooks Brothers® is a socially and politically aware brand and reserves the right to prohibit logos, emblems, and designs that, in its sole discretion, run counter to, or are inconsistent with, its brand identity. The decoration of any Brooks Brothers® garment with the proprietary mark, name or logo of any third party, professional athletic organization or collegiate institution without the appropriate license and/or authorization of the third party, organization or institution is expressly prohibited. Please contact your sales representative with questions. All Brooks Brothers® products must be decorated or embellished prior to resale and shipment to your end user. The exportation of any Brooks Brothers® products outside of the U.S., its territories and possessions, is prohibited.

21. Outdoor Research® prohibits placing logos, emblems, or designs on Outdoor Research® products that negatively impact the brand including, without limitations, logos, emblems, and designs that are obscene, vulgar, advocate or display violence, hate crimes, or illegal activity. The decoration of any Outdoor Research® product with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license and/or authorization of the organization or institution is expressly prohibited. The Exportation of Outdoor Research® products outside of the U.S. and its territories, Canada, and Mexico is prohibited.

22. Tentree® prohibits placing logos, emblems, or designs on Tentree® products that negatively impact the brand including, without limitations, logos, emblems, and designs that are obscene, vulgar, advocate or display violence or illegal activity, and/or relate to the firearms and ammunition, tobacco, sex (including gentlemen’s clubs), and pornography industries. Also, Tentree® is an environmentally-conscious and socially and politically aware brand and reserves the right to prohibit logos, emblems, and designs that, in its sole and absolute discretion, run counter to, or are inconsistent with, its brand identity. The decoration of any Tentree® product with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license and/or authorization of the organization or institution is expressly prohibited. The Exportation of Tentree® products outside of the U.S. (including its territories and global military installations) and Mexico is prohibited.

23. The American Red Cross prohibits placing logos, emblems, or designs on products that negatively impact its brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence, hate crimes, or illegal activity, and/or relate to firearms and ammunition, the gambling, alcohol, tobacco, cannabis and vaping industries, and political campaigns. Please contact your sales representative with questions. The exportation of American Red Cross products outside of the U.S. and its territories is prohibited.

24. The American Cancer Society prohibits placing logos, emblems, or designs on products that negatively impact its brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, advocate or display violence, hate crimes, or illegal activity, and/or relate to firearms and ammunition, the gambling, alcohol, tobacco, cannabis and vaping industries, and political campaigns. Please contact your sales representative with questions. The exportation of American Cancer Society products outside of the U.S. and its territories is prohibited.

25. If SanMar believes, in its sole judgment, that you have failed to comply with the policy or policies stated herein, it may provide you with written notice of the same. SanMar may, upon delivery of such written notice to you, stop selling Branded and/or Private Label products to you or terminate the relationship.

26. SanMar requires all customers to allow SanMar access to their company website in the same manner allowed to the general public. Blocking SanMar from your company site may result in SanMar discontinuing sales to you.

This sales policy is not a contract, nor an offer to form a contract. SanMar is not asking for and will not accept any agreement affirming your compliance with this policy. This policy simply describes the circumstances under which SanMar may, in its sole discretion, choose to continue selling Branded and Private Label products to you.

SanMar representatives are strictly prohibited from discussing this sales policy or any other pricing practice with you, and from seeking or accepting any assurance of compliance with this policy. All questions regarding this Policy shall be directed, in writing, to SanMar, Attn: Sales Policy Coordinator, 22833 SE Black Nugget Road, Suite 130, Issaquah, WA 98029.

SanMar does not seek any comment or criticism from you about the pricing or advertising practices of any other authorized customer. SanMar will not, under any circumstances, discuss the business dealings of any authorized customer with any other authorized customer. SanMar reserves the right to change, amend, or discontinue this sales policy at any time, and no third party has any right to rely on the continued existence of this policy, or any act or omission by SanMar to enforce this sales policy. SanMar may elect not to enforce advertising price policies for high volume orders.

SanMar reserves the right to modify or amend these policies unilaterally, at any time or from time to time. Please See Terms & Conditions for SanMar website Terms and Conditions of Use.

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17. Ordering Terms & Conditions

Orders for SanMar Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from SanMar Corporation ("SanMar") to you and/or the company you are authorized to represent ("you"). SanMar's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon SanMar.

1. Ordering. SanMar shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by SanMar (i.e., they are non-refundable), except upon the consent of SanMar in each instance. You may pay for your first order by wire transfer. Payments by company check, credit card or other terms may be available following credit approval by SanMar. SanMar shall deliver Goods F.O.B. SanMar's shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at SanMar's facility. SanMar shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and SANMAR EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. SanMar shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. A $3.95 handling charge will be added to each order. You may order samples from SanMar and receive a full refund if you return them within thirty (30) days and pay for all related shipping charges. SanMar offers free freight on orders over $200.00 shipped via ground with SanMar's preferred carrier within the contiguous United States, excluding all hangers, signs, branded garment bags, golf bags (examples include 427002, 427003, 425042, 425043, 425044 and 413010), and “roller” bags or bags with wheels (examples include 413011, 413012, 413013, 413006, 98000, 98001, TMB400, TMB401 and TMB402). This includes split shipments. SanMar may periodically offer other free freight promotions and free freight is subject to change. You may also pick up your orders at SanMar.

2. Payment. You shall purchase Goods in accordance with SanMar's price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which SanMar pays), duties and other governmental charges. You shall pay or reimburse SanMar for any and all such charges. Late payment of any amount will be grounds for SanMar to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $40.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number. SanMar accepts American Express, Visa and MasterCard (please ask your sales representative for details). SanMar does not accept third party credit cards.

3. Pricing. All prices are subject to change without notice. SanMar assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the costs of products or items, SanMar reserves the right to increase prices as it deems appropriate or necessary. Merchandise is subject to change or withdrawal, or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies. SanMar has no minimum order amount; however, orders under $50.00 are subject to a $5.00 service charge.

4. Discounted. Pricing and Product Description. Case pricing is available for orders of a particular pack of a specific style, color and size group, with quantity determined by mill. Many product descriptions include the weight of the fabric indicated in ounces. All weights included in product descriptions are averages based on the color offering for that specific item. Weights are provided to SanMar by the manufacturer.

5. Backorders. Backorders can only be placed for Goods that are out of stock at all SanMar warehouse locations at the time the order is placed. Warehouses cannot be specified for backorder fulfillment and all backorders will be filled as inventory is available. SanMar may issue a hold on funds for customers paying with credit cards until backorders are filled, but you will not be charged until your backorder ships. All Goods are priced at the time the order is placed. Only sale pricing and promotional discounts that are active at the time the backorder is placed will be applied. Backorders ship free freight if the original order associated with the backorder shipped free freight when shipped within the contiguous United States. If your order does not qualify for free freight, you will be billed the proportionate freight cost for the Goods in stock at the time your order was submitted, and the remaining proportionate amount will be applied to the backorder when it ships. Shipping method is at SanMar’s discretion and may vary by location. Backorders will ship automatically when inventory becomes available. You will receive a confirmation email notification when the backorder is shipping and an acknowledgment email when the backorder has shipped/invoiced. No backorders will be accepted for discontinued or closeout merchandise, catalogs or custom hemmed pants. Fulfillment of backorders is subject to the availability of Goods. Estimated Times of Arrival (“ETA”s) provided at the time of backorder placement are courtesy estimates only for when Goods are expected to be received by SanMar. SanMar assumes no liability for delays or failure to deliver due to SanMar’s inability to obtain supplies.

6. Returns and Cancelled Orders. It is your responsibility to check for discrepancies or defects in an order before any alterations or embellishments are made. Returns must be authorized by SanMar in advance. Claims for returns for defective Goods must be made in accordance with the warranties in SanMar’s General Terms & Conditions of Sale. Altered or embellished garments, excluding irregulars, are not returnable. Authorized returns must be accompanied by a return authorization form or number from SanMar. Returns without original corresponding invoice number(s) will be credited at the lowest published price. Cancelled orders or returns of unwanted merchandise must be approved in advance and may be subject to a 20% restocking fee plus applicable shipping charges. Merchandise that is not SanMar’s will be returned to you at your expense or disposed of by SanMar. Discontinued or close-out items are not returnable. All returns must be prepaid. Please contact SanMar Customer Service for a return authorization and shipping address.

7. Export Shipments. Many Goods that have been imported into the U.S. cannot be exported to other countries. It is your responsibility to check with your agent or freight forwarder to confirm that applicable foreign import compliance requirements or U.S. export compliance requirements are satisfied. You and your agent or freight forwarder are responsible for determining export license requirements, for obtaining any export licenses necessary and for any other official authorization, for validating documentation or for any customs formalities for the export / import of the goods.

SanMar only ships to the U.S., excluding Puerto Rico, Guam, the Virgin Islands and other U.S. territories. We are not responsible for providing documentation required to export / import goods purchased from SanMar, for re-importation to the U.S., or to validate trade preference claims at destination. If you determine that you need documentation, please contact your SanMar representative to inquire whether the requested information is available. The exportation of The North Face, Alternative Apparel and New Era outside of the U.S. is prohibited. The exportation of Nike product outside of the U.S. is prohibited (including to Puerto Rico, Guam and the Virgin Islands). The exportation of Eddie Bauer product outside of the U.S., Puerto Rico, Canada or Mexico is prohibited.

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18. General Terms & Conditions of Sale

Orders for SanMar Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from SanMar Corporation ("SanMar") to you and/or the company you are authorized to represent ("you"). SanMar's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon SanMar.

1. Warranties, Disclaimer, Limitations on Liability. SanMar warrants only that the Goods shall be free from material defects on the delivery date, provided, you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by SanMar.

You must provide SanMar with written notice of any warranty claims no later than thirty (30) days after receipt of the applicable order of Goods. Failure to provide written notice within such 30-day period shall void SanMar's warranties in their entirety. As SanMar's sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, SanMar shall, upon written notice from you, either (at SanMar's option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to SanMar, and all risk of loss or damage during shipment shall be born by you. SanMar will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.

You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within SanMar's control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY'S OR ITS CUSTOMERS' NEEDS, AND SANMAR MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY SANMAR. SANMAR EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.

IN NO EVENT WILL SANMAR BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF SANMAR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SANMAR. You agree that, regardless of the form of action, whether in contract or tort, including negligence, SanMar's liability for damages claimed by you with respect to the Goods shall not exceed fees received by SanMar from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, SanMar's liability for damages claimed by third parties with respect to the Goods, as between SanMar and you shall not exceed fees paid to SanMar hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to SanMar), may be brought by either party more than one (1) year after the date of the alleged breach. SanMar shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond SanMar's control.

You hereby release and shall defend and hold SanMar and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys' fees) related to third party actions (a) in which it is determined that SanMar is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.

2. General. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for SanMar, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of SanMar or to pledge the credit of SanMar. This Agreement shall be governed by and construed under the laws of the State of Washington, without regard to any conflicts of law principles to the contrary. The parties consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the Superior Courts of King County, Washington. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or telecopier, for SanMar, to the current contact information on our website at www.sanmar.com, and, for you, to the address SanMar has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of SanMar, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties' fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.

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Retail Branded products from Nike, OGIO®, The North Face®, Carhartt®, Champion®, Cotopaxi®, TravisMathew, Spacecraft®, Tommy Bahama®, Brooks Brothers®, New Era®, Eddie Bauer®, Wink™, Outdoor Research®, and Tentree® are strictly prohibited from being listed or sold on online marketplaces. All online marketplace offerings must be listed for sale under SanMar’s GTIN and the brand’s official marketplace listing, as applicable, and at SanMar’s Online Marketplace Retail Price as defined in the Online Marketplace Price List. You are responsible for any fees or costs associated with advertising, listing or selling on online marketplaces, including returns. SanMar offers fulfillment of online marketplace listings using SanMar’s designated freight carrier. You must meet SanMar’s online marketplace standards for minimum service ratings. Online marketplace orders are not eligible for Distribution Center pick-ups. Please contact our Online Marketplace Team with questions.

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