Page 87 of Spring 09 Team by Adidas

spring 2009 team catalog terms and conditions pricing all prices are subject to change without notice orders will be invoiced at pricing prevailing at time of shipment the amount reflected in any adidas america inc adidas invoice shall be deemed accepted and binding on customer as an account stated partial shipment of an order shall not bind adidas to deliver the remainder of the order at the same prices defective returns policy whether product is defective will be determined in adidas sole discretion freight allowance will be given upon receipt of a freight bill costs and attorney fees choice of law consent to jurisdiction customer will pay such costs collection agency commission expenses and reasonable attorney fees including without limitation at trial and on appeal as adidas may incur in any manner of collection of any sums past due oregon law without resort to its choice of law provisions and the law of the ninth circuit will govern customer consents to the nonexclusive jurisdiction of and venue in any state or federal court located in the state of oregon or south carolina this means that adidas can file suit against customer in any court located within the state of oregon or south carolina customer s covenants customer agrees to a render prompt effective and courteous service with respect to the sale of adidas goods including all services to which a retail customer of adidas goods is entitled b vigorously and aggressively encourage the retail sale of adidas goods c maintain the minimum sales volume established by adidas from time to time d establish and maintain independently and in conjunction with adidas advertising and marketing policies and methods that emphasize the high-quality characteristics of adidas goods e provide clean modern and adequate retail outlets necessary for proper merchandising and selling of adidas goods f attend presentations conducted by adidas sales representatives for the purpose of acquiring knowledge about the technical aspects of adidas products and g notify adidas credit department in writing prior to any change in customer s legal organization method of doing business or any other information stated in the credit application filed by customer orders all orders are subject to acceptance by adidas acceptance of orders is conditioned upon customer s acceptance of these terms and conditions of sale if the terms and conditions of this acknowledgement differ in any way from the terms and conditions of customer s order this acknowledgement will be construed as a counter offer and will not be effective as an acceptance of customer s terms and conditions which conflict herewith the terms and conditions contained herein will be the complete and exclusive statement of the terms of the agreement between the parties customer s acceptance of the goods sold hereunder will manifest customer s assent to the terms and conditions hereof no addition to or modification of any of these terms and conditions will be effective unless made in writing and signed by an authorized representative of adidas orders with a total dealer cost of less than $100.00 will incur a service charge of $10.00 force majeure if a delivery date is specified that date will be extended to the extent that delivery is delayed by reason of fire flood war riot strike natural disaster or any other event beyond adidas reasonable control and if as a result of such a delay the goods ordered are unavailable adidas may substitute comparable goods additionally in the event of a freight strike beyond adidas control adidas may ship goods via another carrier without being subject to any penalties effective january 1 2008 article number 200524 restrictions on sales/purchases/assignment customer will not a sell transfer or assign its right as an authorized adidas dealer without the express written consent of adidas b sell or otherwise transfer or transship adidas goods to another retailer distributor or broker or c purchase adidas products from any source other than adidas additionally customer may only resell adidas products apparel footwear and accessories through the outlet locationss specified in the credit application or subsequently approved in writing by adidas any other form of resale of adidas products other than as specified above shall be prohibited without the prior written approval of adidas such prohibitions shall include but not be limited to the following customer may not resell adidas products visible or encapsulated through the mail by catalog by phone or through the use of any computer network the internet the world wide web or any other electronic means regardless of the medium such right if granted is limited to sales and deliveries within the united states further customer may not advertise adidas products over the internet unless such advertisement directs purchase and fulfillment of adidas products specifically at the locations approved in the credit application or subsequently approved in writing by adidas violation of the aforementioned conditions may result in the immediate termination of customer s account and cancellation of existing orders further if customer opens or acquires additional retail outlets customer must notify and receive written approval from their sales representative before any additional or new outlet or franchise can be opened adidas approval of a new outlet or franchise does not guarantee adidas approval of any other outlet or franchise location back orders back orders are shipped fob shipping point back orders will not be created for less than four 4 pieces no transshipment/diversion of merchandise to enhance informed selection and promote product image adidas only sells to selected retail outlets on the express condition that such outlets may not resell to any person or entity who is not also the final user or consumer accordingly the resale transshipment or any form of diversion of adidas product to anyone other than the final consumer is expressly prohibited such activity may subject the violator to termination of its account and/or cancellation of orders and shall constitute a breach of the contract of sale for which adidas may seek the appropriate legal remedies including money damages or injunctive relief terms of sale all adidas products are sold fob shipping point unless approved in writing by adidas payment terms are net thirty 30 days from invoice date unless otherwise specified any amounts not paid within net terms are subject to a service charge of 11/2 per month or the maximum rate permitted by law whichever is lower no cash or prompt payment discounts will be allowed on any invoice paid past the invoice discount period loss/damage in transit adidas will not be responsible for goods lost or damaged in transit any damage or shortage in carton count must be noted on the carrier s delivery receipt and reported directly to the delivering carrier security agreement to secure payment and performance of all of customer s current and future obligations to adidas customer grants to adidas a security interest in all inventory and equipment that customer has purchased or will at any time in the future purchase from adidas and in all accounts other forms of receivables documents instruments returns and general intangibles that are related in any way to such inventory and equipment a copy of customer s credit application may be filed as a financing statement in which case customer is the debtor and adidas is the secured party concealed shortages/overages any shortages/overages in unopened cartons must be reported to adidas credit department in writing within thirty 30 days of the date of adidas invoice all claims must be accompanied by an invoice carton identification number and shipping order number and an itemization of all shortages/overages by product code size and quantity packing errors packing errors must be reported in writing within ten 10 days of receipt of shipment and must contain the carton identification number adjustments can be made only if reported within ten 10 days to the adidas credit department limitation on damages statute of limitation adidas will not be liable for any loss of profit interruption of business or any other special consequential or incidental damages suffered or sustained by customer any action for breach of contract must be commenced within one year from the date of delivery of the goods cancellations orders may be canceled by the purchaser only upon written notification to and written authorization by adidas orders may not be canceled within 45 days of the scheduled shipment date approved cancellations may affect volume discounts all cancellations are subject to a restocking and/or reprocessing fee entire agreement customer s credit application along with these terms and conditions contain the entire understanding between the parties customer acknowledges that there are no terms conditions warranties or representations other than those contained in the credit application and these terms and conditions general returns policy all returns must be pre-approved by adidas returns department requests for approval of returns must be received in writing by the returns department within thirty 30 days of the invoice date customer accommodations and refused shipments may be subject to a fifteen percent 15 restocking fee additional charges will be assessed for footwear that requires reboxing or apparel that requires rebagging or untagging prior to its return to adidas stock all returns must be accompanied by a return authorization form available from the returns department the return authorization number must be clearly marked on the outside of the shipping carton and/or on the face of the shipping documents any returns not bearing the return authorization number or not accompanied by a return authorization form will be shipped back to customer at customer s expense all returns must be shipped prepaid at customer s expense modifications no supplement modification or amendment of customer s credit application or these terms and conditions will be binding unless executed in writing by adidas customer service 1-800-4-adidas © 2008 adidas-america inc printed in usa termination adidas may immediately terminate customer s ability if any to purchase goods on credit or otherwise at any time in adidas sole discretion this includes but is not limited to adidas ability to terminate or refuse to ship orders placed by customer © 2008 adidas america inc adidas the 3-bars logo and the 3-stripes mark are registered trademarks of the adidas group the following trademarks are owned by the adidas group adistar® adistar® olympic adistar® track field adifit® adiprene® adiprene+® 3d adiprene® adituff,tm adiwear® adiwear® 6 adizerotm bouncetm climacool® climalite® climalite® cotton climaproof® climawarmtm fingersave® fitfoamtm footscantm system fustionframetm geofittm geofittm geofittm frame jetconcepttm heatstartm powerwebtm predator® predator® pulse psc-texturetm responsetm samba® supernovatm techfittm techstartm torsion® system 3d torsion® traxiontm traxiontm-i x-traxiontm z-traxiontm tunittm the following marks are trademarks of their respective owners not the adidas group coolmax® delfi® dryline® gore-tex® lycra® microfeel® neumann® nylex,tm pebax® spandex® supplex® 3m® teflon® thinsulatetm insulation visa® finish severability waiver construction any portion of these terms and conditions that are found to be unenforceable will not invalidate the remainder of these terms and conditions any delay in enforcing or any failure to enforce any provision of these terms and conditions will not be deemed a waiver of any other or subsequent breach of these terms and conditions unless such waiver is in writing and signed by adidas caption headings are for convenience of reference only and will not affect the interpretation of these terms and conditions ambiguous terms will be construed without regard to authorship.

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