1.Sales Confirmation and signed shipping instruction protocol (SIP) MUST be signed and returned back to Pure Global Brands, Inc. (PGB) within 72 hours of receipt of this Purchase Order. 2. Noncompliance to SIP will result in chargebacks of up to 10 percent of the value of the Purchase Order (PO). 3. No backorders allowed unless pre-approved by PGB. 4. PO terms are subject to change if the PO is not ready for shipment by the Cargo Ready Date. 5. The items mentioned on the PO should be as per the specification sheet submitted with the PO. Any variation in thickness of the material, dimensions of the items listed in the PO, design, accessories and color can result in the full or partial rejection of the consignment and chargebacks. 6. The packaging material, box and printed literature that goes with the product will have to comply with the dimensions and design specifications approved by the PGB in writing. 7. The goods produced will be subject to inspection by PGB’s appointed officers or assigned agents before shipping the accepting the consignment. 8. The inspection can take place either at supplier's facility, or once it reaches to the warehouse, or both. The inspectors will take a certain percentage of produced goods and perform a quality check. 9.Supplier will make the goods available for inspection at least 5 days before the Cargo Ready Date. Any variations or defects identified during inspection will be required to be corrected by the Supplier before the Cargo Ready Date. 9. The supplier will complete the production in full including all packaging materials as required by the PO at least 5 days before the Cargo Ready Date or the date of inspection, whichever is earlier. 10. The inspector will pull for quality testing a certain percentage of units produced from the total PO quantity. 11. Testing may last up to 4 business days and the Supplier will provide the space and resources required for testing. 12. 5 percent of the total units received in the PO will be subjected to quality test at PGB warehouse. If the total number of defective units are more than 2 percent of the total units inspected, then the PO will be subjected to charge backs. 13. If the goods are not ready on Cargo Ready Date as mentioned on the PO and agreed upon by both parties, there will be a 5 percent charge back based on the PO total value. 14. The Factory warrants that the Products shall i) conform as to quality and descriptions with the particulars stated in the PO; ii) be of sound materials and workmanship and of merchandise quality; and iii) correspond in all respects with the specifications provided by PGB. 15. The Factory hereby acknowledges that it is fully aware that PGB buys the products, for resale with or without for further processing. 16. The shipment date(s) specified in the order is or are off the essence for this PO and must be strictly complied with the Factory. PGB reserves the right to refuse any merchandise and to cancel all or any part of this PO if supplier fails to ship all or any part of the merchandise in accordance with the terms of the PO. 17. Acceptance of any part of the PO shall not bind PGB, to accept future shipments, nor deprive PGB, of the right to return merchandise already accepted. 18. PGB trade-name, trademarks, and other identification shall be removed by supplier at supplier’s expense from all merchandise returned by PGB or otherwise stipulated.19. Separate invoices must be emailed to PGB, for each purchase order and each shipment. Bill of lading or other shipment receipt must accompany merchandise. If freight is prepaid but chargeable to PGB., supplier must also submit the original freight bill with invoice. 20. The materials supplied by PGB, shall at all times remain the property of PGB, and the Factory/Supplier will not use the materials supplied or any part thereof or permit them to be used for any other than the manufacture of the product pursuant to the order. 21.Furthermore, any production- specification information provided by PGB, whether or not used in conjunction with a company name or trademark, shall be used only for the express purpose for which such information was provided and shall not be transferred to any other person without PGB written permission. 22. Merchandise designed by PGB, shall not be manufactured for Supplier own use, or for the use of any individual, partnership, or corporation other than PGB. Supplier shall not release to parties other than PGB, any information relating to the merchandise, or furnish to such parties any sample thereof, with the prior written consent of the PGB. 23. The party to whom this order confirmation is addressed hereby warrants that he, she or it (as the case may be) shall ensure that the goods are manufactured in the country or territory specified herein and that such manufacture and the supply of the goods, shall have been produced in compliance with all applicable laws, ordinances, rules, and regulations and other requirements of the local jurisdiction, the United States, and any other import destination jurisdiction, including but not limited to the Textile and Wool Fiber Products Identification Acts, Customs origin and marking regulations, the Flammable Fabrics Act, the Consumer Products Safety Commission Act, FCC, FDA requirements, ASTM,CPSIA etc. Furthermore, the merchandise covered by this purchase order shall not contain dog or cat hair or fur and must be formaldehyde free. 24. Supplier warrants that with regard to all merchandise sold to PGB and for which flammability standards have been issued, amended, or continued in effect under the Flammable Fabrics Act, as amended, reasonable and representative tests, and prescribed by the Federal Trade Commission have been performed which show that the merchandise, at time of its shipment or delivery by supplier, conforms to all requirements of the Act and meets or exceeds all ASTM Standards or governing laws. 25. Supplier warrants that the merchandise has been manufactured in accordance with the samples furnished by PGB if applicable for this PO. Supplier represents further that the materials used in the manufacture of the merchandise conform to the standards and specifications and inspection criteria furnished by PGB. 26. The Supplier to whom this order confirmation is addressed hereby warrants that, she or it (as the case may be) shall ensure that the goods are manufactured in the country or territory specified herein and that such manufacture and the supply of the goods shall in all respects comply with that country or territory’s laws as to the origin of the goods and the issuance, where applicable, of an export license or visa for the goods. 27. The party to whom this order confirmation is addressed herby warrants that he, she or it (as the case may be) shall ensure that it will not knowingly utilize prisoner, forced, or child labor in the manufacture of products and that he, she or it will not knowingly purchase materials from companies which have knowingly utilized prisoner, forced or child labor. 28. PGB, and/or its agents shall have the right to examine work in process and all finished and packaged merchandise. Such inspection shall not constitute a waiver of Supplier or factory’s responsibility. Any variance in quantity shall be less than 5 percent. No merchandise shall be shipped without inspection and approval by PGB, or designated agent. 29. All cartons must be properly labeled with their PO number, item number, piece quantity, gross weight, net weight, logo, UPC number and country of origin. 30. All cargo must be maintained and controlled in compliance with PGB cargo security procedures. 31. Factory shall have no right to subcontract manufacture of the merchandise [or to change factory location] without prior approval from PGB., or designated agent. 32. The Supplier and/or Factory hereby agree and undertake to indemnify and hold PGB., harmless against all damages, losses, claims, demands, proceedings, costs or expenses (including all legal costs on all full indemnity basis) howsoever arising or incurred by PGB as result of or in connection with the Factory breach of any of the terms of the order or default in the performance of any of its obligations hereunder including but not limited to; i) all additional costs and expenses incurred by PGB, in obtaining other goods in replacement of the products; ii) all additional freight, demurrage, storage charges, customs duties, insurance premium or bank charges and all other expense thereby incurred; iii) all loss of profits on resale suffered by PGB; and iv) all claims, demands, suits, actions, and proceedings made or brought by any ultimate purchaser of the products or any other person and all liabilities, damages, costs and expenses (including legal costs on a full indemnity basis) which PGB may suffer or incur as a result of or in connection with such breach or default on the part of the factory or Supplier. 33. Factory and Supplier agree to indemnify PGB, and hold harmless from and against all claims, liability, loss, damage or expenses, including attorney fees, arising from or by reason of any material misstatement or omission in export documents or in required certificates as to labor practices or cargo security. Any such material misrepresentation or omission shall automatically constitute a breach of PO allowing for immediate cancellation of the order by PGB, and liability by the supplier to PGB for any and all damages assessed. 34. Supplier agrees to indemnify PGB its employees, representatives, directors and agents harmless from and against all claims, liability, loss, damage or expense, including counsel fees, arising from or by reason of any actual or claimed trade-mark, patent or copyright infringement, or any litigation based thereon, with respect to any part of the merchandise, and such obligation shall survive acceptance of the merchandise and payment thereof by PGB. 35. Supplier warrants that the merchandise is fit and safe for consumer use, and acceptance of PGB option prior to shipment by 10 percent of by any amount equal to that of this PO shall constitute an agreement upon Suppliers part to indemnify and hold PGB harmless from all claims, liability, loss, damage, and expense incurred or sustained by PGB by reason or any breach of such warranty. 36. Acceptance of or payment for all or any part of the merchandise shall not be deemed to be a waiver of PGB right either to cancel or return all or any part hereof at Supplier’s expense, a) because of failure to conform to this PO or to PGB standards and specifications or inspection criteria, b) by reason of defects, latent or patent, or other breach of warranty, or (c) failure to make any claim for damages, including manufacturing costs occasioned to PGB. Such rights shall be in addition to any other remedies provided by law. 37. PGB shall have right to sell nonconforming merchandise or merchandise in breach of warranty, and Supplier shall reimburse PGB for the difference between the total expenses incurred by PGB in connection with such sale and the proceeds received by PGB from such sale. If PGB elects to return nonconforming merchandise in breach of warranty, supplier shall reimburse PGB for any amounts paid by PGB on account of the purchase price of merchandise and any costs incurred by PGB in connection with the delivery or return of such merchandise. Final inspection shall be at the premises of PGB within a reasonable period of time after acceptance. 27. The party to whom this order confirmation is addressed hereby warrants that he, she or it (as the case may be) shall ensure that the goods are manufactured in the country or territory specified herein and that such manufacture and the supply of the goods shall have been produced in compliance with all applicable employment laws and regulations, including, but not limited to, all wage and benefit payment laws, all child labor laws and regulations, all wage and benefit payment laws, all laws and regulations concerning the hours of work, all laws and regulations governing the safety laws and health of workers and all laws and regulations concerning discrimination in employment. 38. Difference between (1) the estimated cost of shipping the goods by ocean freight to the port of entry specified in the in the purchase order; and (2) the estimated cost of such other faster means of transportation as may then reasonably be chosen by PGB for transportation of the merchandise to the port of entry so as to permit PGB to meet its scheduled delivery dates to the extent possible. PGB shall be entitled to deduct the expense from its payments regardless of the payment method. 39. This PO many not be modified or terminated orally, and no modification or termination nor any claimed waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom such modification, termination, or waiver is sought to be enforced. 40. This PO will be applicable to all Purchases that are made by PGB and all sales made to PGB by the undersigned Vendor company, its agents, employees, suppliers and their representatives. 41. The failure of PGB to object to the manner or performance of any of the terms herein shall not be considered a waiver of any rights or remedies, past, present, or future. PGB reserves the right to insist upon strict compliance herewith at all times. 42. It is hereby declared by the parties hereto that if any dispute arises out of two or more PO’s between the parties, PGB can set off an/or counterclaim or any PO against the factory/Supplier notwithstanding that there may be no connection between the PO’s on which the factory or Supplier is suing and the one on which PGB claims a set-off or counterclaim, and should judgment be entered against PGB, in respect of any contact(s), the Factory cannot execute the judgment unless and until PGB set-off and or counterclaim has been disposed of by the relevant court or by settlement. This clause shall apply notwithstanding any rule or law to the contrary. 43. This PO shall be construed and interpreted under the law of the State of Texas, U.S.A, and it shall govern its performance. 44. For defective items 2 percent or greater will be discussed and resolved between PGB and supplier prior to any commercial value deductions from invoice. 45. Testing all new products will require a sample to go to an appointed test lab, the sample cost is free of charge from the supplier, PGB will pay one time initial cost of the ASTM/CPSIA/Proposition 65 test fees, if the product should fail the test, the supplier will pay all re-test costs. All yearly test renewals are to be paid by the supplier as long as PGB continues to place re-orders for the product. 46. Every item (individual stock keeping unit) on the PO should have a valid test report which contains testing for the known chemicals as stated in current (https://oehha.ca.gov/proposition-65) California Proposition 65, CPSIA regulation. Every item (individual stock keeping unit) on the PO should have a valid ASTM test report. Passing test report for all the standards applicable and regulation applicable should be submitted to PGB 10 days prior to the Cargo Ready Date. The Supplier will provide PGB an affidavit for all PO’s for which the test report is applicable. 47. To get the payment approval in full for a PO applicable test reports should be submitted on time. 48. If the business relationship is terminated for any reason the Mold fee if applicable will be deducted from the remaining balance. 49. Items with manufacturing defects, missing components and quality issues as reported by customers will be subject to deduction from future payments. Applicable charge backs and deductions received from retail stores and trading partners will be passed on to the Supplier. 50. All payments made to the Supplier by PGB will be acknowledged by the Supplier with an official receipt within 2 business days from the date the amount is received. Dollar to RMB rate as of 03/08/2021 is 6.53
