purchaseorder.html

GENERAL TERMS AND CONDITIONS OF SALE: 1. TERMS AND BINDING NATURE OF ORDERS. The Edward Cromarty Design Studio's general terms and conditions of sale,
as in effect from time to time, shall govern all sales to Buyer of Edward Cromarty Design goods. No orders for goods whether placed by Buyer directly or through an Edward
Cromarty Design representative shall be binding on Edward Cromarty Design unless and until Edward Cromarty Design shall have issued its written order confirmation.

Order confirmations shall be deemed correct as to item, sizing, quantity, and shipping destination unless Buyer shall have otherwise notified Edward Cromarty Design in
writing within three (3) days after receipt of the order confirmation. Sizing, dimensions, styling, design, and materials used within the production of the design(s) set forth in
any order or order confirmation are subject to fluctuations and variance as determined by Edward Cromarty Design. Edward Cromarty Design retains the right to substitute
materials used in the production of the design(s) for any order or order confirmation that it determines will be necessary for production of that design(s), or that Edward
Cromarty Design Studio determines will improve on the design(s).

Notwithstanding the issuance of its order confirmation. Edward Cromarty Design may refuse to fill any order .

2. CANCELLATIONS AND RETURNS EXCHANGES. Orders confirmed by Edward Cromarty Design may not be changed or cancelled by Buyer except with Edward
Cromarty Design's written consent and upon terms that will indemnify Edward Cromarty Design against any loss incurred as a result of such change or cancellation. Should
Buyer cancel any order or fail to accept delivery, Edward Cromarty Design may retain, as partial damages any down payment made by Buyer, without prejudice to Edward
Cromarty Design's other rights and remedies. No returns or exchanges of goods shall be permitted without Edward Cromarty Design's prior written authorization. Shipping
costs for returns or exchanges shall be borne and prepaid by Buyer.

3. PAYMENT. Unless otherwise specified in the corresponding order confirmation, payment of each Edward Cromarty Design invoice shall be made with 1/3 of the total
payment paid up front and the remaining 2/3 of the total payment paid COD or in full prior to delivery. Payment shall be deemed made only once Edward Cromarty Design
has access to and can dispose of the entire sum due. Buyer shall have, as against Edward Cromarty Design, no right of setoff, offset, or any right to withhold payment of
amounts due on any order based on any claims of defects, or on alleged claims connected with any prior or subsequent transaction, sale, or order.

Should Buyer’s credit at any time in Edward Cromarty Design’s judgment become impaired, or should Edward Cromarty Design obtain information which in its judgment
precludes the extension of credit to Buyer or shipment on the payment terms specified, then Edward Cromarty Design shall have the right, without notice and without
liability, at its option, to reconsign or stop shipments in transit, to require payment in advance in whole or in part before making shipment, to cancel the unshipped balance
of any order, or to exercise any similar or different remedy available under applicable law.

4. SHIPPING DATES AND PARTS SHIPMENT. Edward Cromarty Design shall attempt to comply with the shipping date specified in its order confirmation. However, any
shipping dates are estimates only, are not binding on Edward Cromarty Design and failure to comply therewith shall not entitle Buyer to claim damages, or to terminate or
cancel, in whole or in part, the affected order or any other order. It is agreed that Edward Cromarty Design may sell and ship to Buyer less than the full quantity ordered.
Should reshipment or redelivery of goods become necessary because Buyer is not ready to accept delivery, the actual cost of redelivery, restocking, and/or rehandling shall be
charged to and paid for by the Buyer.

5. SHIPMENTS. RISK OF LOSS. Goods will be shipped to Buyer’s designated destination. Risk of loss shall pass to Buyer upon delivery of the goods by Edward Cromarty
Design to the agreed destination. All shipments must be carefully inspected by Buyer before signifying its acceptance to the carrier and any claims for damage or shortage
recorded with the carrier at that time.

6. CERTAIN CONTINGENCIES. Edward Cromarty Design shall not be liable for any failure or delay in the performance of contracts, or in the manufacture or shipment of
goods, or for any damages or inconvenience suffered by the Buyer by reason of such delay or failure, caused by, or in any manner arises from, directly or indirectly, any
causes which are beyond Edward Cromarty Design or its suppliers reasonable control. If, due to any such circumstances, Edward Cromarty Design is unable to ship the goods
ordered on or within a reasonable time after the dates estimated in its order confirmation, Edward Cromarty Design shall have the right without liability to cancel the order
so affected.

7. DEFAULT. The default by Buyer in the performance of any payment or other obligations shall, at the option of Edward Cromarty Design, operate as a breach of the
entire sales contract. Edward Cromarty Design shall have the right, at its option, to postpone its performance pending the cure by Buyer of its default or to cancel all future
shipments and contracts with respect thereto in case of any such default. Waiver by Edward Cromarty Design of any default by Buyer shall not be deemed a waiver of any
contemporaneous or subsequent default of Buyer, nor shall acceptance of partial payment operate to prejudice Edward Cromarty Design’s rights to full payment. Edward
Cromarty Design shall be entitled at any time to enforce its rights to payment or other performance due, and to exercise all remedies provided to it under Paragraph 10
hereof or available under applicable law.

Buyer shall be obligated to pay to Edward Cromarty Design all costs of collection incurred by Edward Cromarty Design, including Edward Cromarty Design’s reasonable
attorney’s fees, together with all related costs and disbursements.

8. WARRANTY. Buyer acknowledges that the goods identified on Edward Cromarty Design’s order confirmation are of a size and design selected by Buyer. Any claims by
Buyer of patent defects in goods supplied by Edward Cromarty Design must be notified to Edward Cromarty Design in writing within three (3) days after the goods are placed at
Buyers or its customers or designees or disposal by the carrier, or shall be barred.

Edward Cromarty Design warrants that the goods shall be free from latent defects in materials or workmanship upon arrival of delivery of the goods to Buyer or Buyer’s
designated destination and not thereafter. Edward Cromarty Design will not replace or repair goods which shall become defective through ordinary wear and tear or through
the fault of the Buyer, its customers, employees or agents. No such replacement or repair shall serve to extend the Warranty Period otherwise applicable to such goods.
Goods claimed by Buyer to contain defects shall be subject to inspection and verification of the defect by Edward Cromarty Design or its designee before any obligation shall
attach to Edward Cromarty Design under this warranty. Goods claimed to be defective shall not be returned to Edward Cromarty Design without prior written authorization, and
shall be shipped at Buyer's risk and expense as Edward Cromarty Design shall direct. Edward Cromarty Design shall have no liability whatsoever once Edward Cromarty Design
goods are sold by or for the Buyer.

This warranty is given in lieu of any and all other warranties express or implied and constitutes Buyer's sole remedy for defective goods. Explicitly excluded are any warranties
of merchantability or fitness for a particular purpose. Which warranties are disclaimed by Edward Cromarty Design and waived by Buyer. Under no circumstances shall Edward
Cromarty Design be liable to Buyer or its customers for any loss or injury to person or property or for any damages, compensatory, punitive, incidental, or consequential
arising directly or indirectly from the sale or use of the goods described in Edward Cromarty Design’s corresponding order, order confirmation, or invoice.

9. SECURITY AGREEMENT. FINANCING STATEMENTS. Edward Cromarty Design shall retain title to all goods supplied to Buyer and described in each Edward Cromarty
Design order confirmation or invoice corresponding to same until Edward Cromarty Design's invoice shall have been fully paid. Buyer hereby grants to Edward Cromarty
Design a first, best, and continuing security interest in all goods supplied by Edward Cromarty Design to Buyer at any time until each Edward Cromarty Design invoice is fully
paid, and a security interest in the proceeds, including all accounts receivable, arising from the resale or other disposition of all such goods (the collateral). Buyer and Edward
Cromarty Design agree that this Paragraph 10 constitutes a Security Agreement, and Buyer acknowledges that Edward Cromarty Design shall be entitled to exercise upon the
decision of Edward Cromarty Design all remedies for default available to a secured party under Article 9 of the UCC. Buyer shall notify Edward Cromarty Design immediately of
any impending bankruptcy of Buyer or similar event capable of affecting Edward Cromarty Design rights.