The following additional terms and conditions shall govern transactions (the “Agreement”) between your company (the “Company”) and Paramount Apparel International, Inc. (“PAi”):
1. Company warrants and represents (a) that it has and will continue to have throughout the term of this Agreement all necessary rights for PAi to create, manufacture, and deliver the goods covered by this Agreement, and (b) that PAi’s creation, manufacture, and delivery of those goods will not infringe upon the copyright, trademark, or other intellectual property rights of any other party and will not defame or violate the right of privacy, publicity, or other rights of any person.
2. Company agrees to indemnify, defend and hold harmless PAi and its shareholders, directors, officers, employees, representatives, successors and assigns from any loss, liability, damage, cost or expense (including reasonable attorneys’ fees and out of pocket expenses for defense of any action) arising out of or relating to any breach, actual or alleged, of any warranty or representation of Company or any covenant or obligation undertaken by Company in this Agreement, including, without limitation, any claim by a third party for trademark, copyright or other intellectual property infringement, dilution, or misappropriation or breach of any privacy or publicity right arising out of PAi’s performance of its obligations under this Agreement.
3. PAi’s maximum liability under this Agreement shall be limited to the the Company’s payments to PAi during the term of this Agreement. PAi will not be liable for any consequential, incidental, indirect, special or punitive damages (including lost profits or savings), even if aware of their possible existence.
4. This notice serves as a written objection to and rejection of all inconsistent or additional terms, conditions, and limitations (together, “Terms”) contained on any form or writing of Company. The terms and conditions of this Agreement will supersede any such Terms contained on any invoice, order, acceptance, acknowledgment or other writing Company may give or receive.
5. This acknowledgment shall operate as PAi’s acceptance of Company’s purchase order, but such acceptance is conditional on assent by Company to the terms and conditions included in this acknowledgment. Such assent shall be deemed to have been given unless written notice of objection to any of such conditions (including inconsistencies between Company’s purchase order and this acceptance) is given by Company to PAi promptly on receipt of this acknowledgment.
6. Shipments, deliveries and performance of work shall at all times be subject to the approval of PAi’s credit department. PAi shall have the right to decline to make any shipment or delivery for any reason at any time.
7. Company shall notify PAi within 10 (ten) days of receipt of goods of any damaged goods or discrepancy in the order; otherwise, any such claim shall be denied. No items shall be returned without PAi’s consent. This order is not cancelable by Company. Company shall have the risk of loss of goods in transit.
8. This order shall be governed by the laws of the State of Missouri. The sole venue for any legal action between Company and PAi shall be in Crawford County, Missouri.