Terms and Conditions for Using Our Services

1. DEFINITIONS. (a) “Steadfast” means Steadfast Worldwide, Inc., a California corporation (b) “Customer” means the person or company named as “Customer” and/or listed under “Bill To” or “Ship To” on the first page of this Document or otherwise identified as the purchaser of goods on this Document, a purchase order acknowledgment, quotation, picking/packing list, invoice, credit application, and/or month-end statement; (c) “Goods” means the goods or products sold to or to be sold by Steadfast to Customer pursuant to this Document; (d) “Document” means the Pro Forma Invoice provided by Steadfast and Customer’s acceptance of the same by payment of the initial deposit and (e) “Terms” means these Terms and Conditions of Sale.

2. ACCEPTANCE. All sales by Steadfast are made subject to the following Terms. Steadfast hereby expressly rejects any different or additional terms or conditions contained in any documents submitted by the Customer. No modification of these Terms shall be of any force or effect unless accepted expressly in a writing signed by an authorized representative of Steadfast. Steadfast’s provision of credit, acceptance of any purchase order, and/or sale of any Goods is expressly made conditional on Customer’s assent to and acceptance of these Terms. Receipt by Customer of the Steadfast’s Pro Forma Invoice which contains these terms and payment by Customer of the initial deposit shall constitute acceptance by Customer of these Terms and Conditions. These Terms and the price, description, and other provisions within the Pro Froma Invoice shall constitute the entire agreement between Steadfast and Customer relating to the purchase and sale of the Goods described thereon.

3. PROPOSITION 65 WARNING. WARNING: The Goods sold to Customer may expose those who come into contact with the Goods to chemicals including which are known to the State of California to cause cancer and are known to the State of California to cause birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.

4. SHIPPING TERMS. Unless otherwise agreed to, the cost of shipping is included in the price of Goods. However, Customer agrees that if the costs for shipping increase by a material amount after acceptance of these Terms and Conditions, Steadfast may pasts these increased costs to Customer. Customer agrees to pay said additional costs.

All delivery dates are approximate. Steadfast shall not be liable for any damages, including special, incidental, or consequential, or for lost profits or opportunity, arising from any shipment of nonconforming goods, any delay in delivery, or any failure to deliver goods in quantities and at the time or times scheduled or predicted.

5. SECURITY INTEREST. Security title, lien on, and right of possession to the Goods shall remain in Steadfast until all payments hereunder have been made in full. Customer grants a security interest in the Goods to secure payment of the purchase price thereof and any and all additional amounts now or hereafter owed by Customer to Steadfast. Should Customer receive Goods on credit while insolvent, Steadfast shall be entitled to that right of reclamation in accordance with the relevant sections of the Uniform Commercial Code and California law. In the case of attachment, levy, assignment for creditors, bankruptcy, liquidation, or receivership affecting the Goods, all amounts due and owing to Steadfast by Customer, whether current or past due, become immediately due and payable.

6. CANCELLATION. Except as otherwise agreed by Steadfast, Customers who cancel orders are responsible for all costs to date incurred by Steadfast including but not limited to, material or shipping costs and costs related to design. Unless otherwise agreed by Steadfast, cancelled orders shall also be assessed a service fee of twenty percent (20%).

7. CLAIMS AND DELAYS. Customer shall inspect all Goods included in any delivery before the carrier leaves Customer’s premises. If Goods have been damaged in transit, Customer must note damage on carrier’s form so that a claim may be submitted to carrier for damage in transit. Customer must conduct box count verifying the number of cartons received matches the carrier’s form or Bill of Lading prior to the truck/delivery leaving. If carton number does not match the carrier’s form or Bill of Lading.

Claims for product shortages (i.e., the number of garments), unmarked defects, or other errors in delivery must be made within ten (10) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance of all shipments and shall constitute conclusive acceptance of the Goods and waiver of all such claims by Customer. Customer agrees that any suit, action, or proceedings brought by Customer against Steadfast for any reason will be brought within one year of receipt of Goods by Customer, and that, prior to bringing any such action, Customer shall provide to Steadfast at least thirty (30) days written notice in which to cure or correct any problem with the Goods.

8. END USE. Customer has the sole responsibility to determine the suitability of the Goods for Customer’s contemplated use and for compliance with any federal, state, or local codes, statutes, regulations, or laws that may apply to the use of the Goods. Customer assumes all risk in connection with the use of the Goods.

9. RETURNS AND EXCHANGES. Goods may not be returned without Steadfast’s prior permission, and returned Goods will not be accepted without a Return Goods Authorization issued by Steadfast. (To obtain a Return Goods Authorization, please call Steadfast.) No returns will be accepted after thirty (30) days from delivery. No returns will be accepted of Goods made or ordered to Customer’s specification. Returns must be uncut and in original condition. All returns are subject to a twenty percent (20%) restocking fee, and Customer is responsible for shipping cost unless otherwise agreed by Steadfast.

10. LIMITED WARRANTY AND DISCLAIMER. Steadfast warrants that, at the time of delivery to the carrier, the Goods are as described in this Pro Forma Invoice and as approved during the development process and are free from apparent defect in materials, workmanship, and title, but no other express warranty is made by Steadfast respecting the Goods. EXCEPT AS PROVIDED IN THE PREVIOUS SENTENCE, STEADFAST DISCLAIMS AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY, PRODUCTIVENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, OR ANY OTHER MATTER, RESPECTING THE GOODS, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF STEADFAST OR STEADFAST’S PERSONNEL. THIS WARRANTY EXPRESSLY EXCLUDES ALL DAMAGES THAT RESULT FROM MISUSE OR ABUSE OR FROM ALTERATION OR MODIFICATION OF THE GOODS, WHICH SHALL BE DETERMINED AT STEADFAST’S SOLE DISCRETION.

11. LIMITATION OF CUSTOMER’S REMEDIES AND STEADFAST’S LIABILITY. In the event any Goods subject to Steadfast’s limited warranty shall be shown to Steadfast’s satisfaction to be defective, as CUSTOMER’S EXCLUSIVE REMEDY, Steadfast shall have the option at its sole discretion to either (a) replace the Goods with equivalent goods at the address on the original invoice, (b) facilitate for Customer the submission of a claim under any applicable manufacturer’s warranty; or (c) rework or repair the Goods. IN NO EVENT WILL STEADFAST BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR OCCURRING IN CONNECTION WITH THE SALE, DELIVERY, USE, OR PERFORMANCE OF THE GOODS, OR OTHERWISE, EVEN IF STEADFAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL STEADFAST BE LIABLE FOR LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITY OR THE LIKE, OR FOR ANY CLAIM OR DEMAND AGAINST STEADFAST BY ANY OTHER PARTY. STEADFAST’S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER, WHETHER ARISING FROM OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT OR OTHER CAUSE OF ACTION, SHALL IN NO CASE EXCEED THE PURCHASE PRICE THAT CUSTOMER PAYS FOR THE PARTICULAR GOODS INVOLVED. STEADFAST SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, OR OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO GOODS FURNISHED BY STEADFAST OR WITH RESPECT TO ANY UNDERTAKINGS, ACTS, OR OMISSIONS RELATED THERETO. To the extent not covered by any applicable insurance policy, Customer shall indemnify and hold Steadfast, its shareholders, officers, agents, employees, successors, and assigns harmless from and against any and all losses, damages, or expenses of whatever form or nature (including reasonable attorneys’ fees and other costs of defending any action) which they or any of them may incur as a result of any claim by Customer or others arising out of or in connection with the Goods sold to Customer and not proven to have been caused solely by a breach by Steadfast of its limited express warranty above or caused solely by Steadfast’s gross negligence.

12. PRICES. Prices shall be those prices as published by Steadfast in its Pro Forma Invoice. No representative of Steadfast, other than an officer of Steadfast, has any authority whatsoever to waive, alter, vary, discount, add to, or in any fashion modify the current prices.

13. TAXES. Unless other terms are specified in writing between Customer and Steadfast, taxes, fees and customs are included in the price of good sold.

14. TERMS OF PAYMENT AND CREDIT. Upon receipt of Goods by Customer, Steadfast shall issue a “Final Invoice” for the total costs as reflected on the Pro Forma Invoice minus the paid Deposit by Customer (if any). Any balance (Total price minus paid deposit) must be paid by Customer within ten (10) days, unless different terms have been negotiated and agreed to by Steadfast. Interest shall accrue on any balance after ten (10) days at 10% per annum.

Customer gives Steadfast the right to periodically obtain updated information from Customer’s creditors, consumer or commercial credit agencies, or bank references as may be required to perform credit checks. Customer certifies that all information supplied by Customer as a part of its credit application is correct. Customer consents to the disclosure to Steadfast by any person, firm, or entity with whom or which Customer may have financial, trade, or other relations of any information required for a credit check.

15. RETURNED CHECKS. At Steadfast’s sole discretion, Customer may be permitted to pay for Goods by check. If any check is returned due to insufficient funds or dishonored for any other reason, Customer expressly authorizes Steadfast to electronically debit Customer’s bank account for the amount of the check plus a processing fee not to exceed the applicable maximum legal limit, plus any applicable sales tax. Upon receipt of a dishonored or returned check, Customer’s account will be changed to money order or cash payment terms only. Customer may reapply for check acceptance only upon payment in full of the check and all associated fees. Any check acceptance shall be determined in Steadfast’s sole discretion.

16. FORCE MAJEURE. Steadfast shall not be liable for delays in shipping or for Steadfast’s nonperformance if caused by circumstances beyond Steadfast’s control, including, without limitation, fire, flood, hurricane, windstorm, lightning, tornado, war, riot, civil commotion, government action, theft, vandalism, accident, strike, labor trouble, disruptions or any form of business interruptions caused by pandemic or other mass illnesses, or shortage, energy shortage, shortage of Goods, inability to obtain materials, supplies, or equipment, or other acts of God.

17. CHOICE OF LAW AND VENUE. This Document and any other contract between Steadfast and Customer and matters connected with the performance thereof shall be construed, interpreted, applied, and governed in all respects in accordance with the laws of the State of California and the parties hereto agree to submit to the jurisdiction of the state and federal courts of the State of California, County of Orange.

18. COSTS AND ATTORNEYS’ FEES. If any legal action or proceeding is brought to enforce or interpret any provision of these Terms and Conditions or any other dispute arising out of, or related to, the Customer’s order of Goods from Steadfast, the successful party will be entitled to recover its reasonable attorney’s fees and all other costs, including the costs of expert witnesses and consultants, incurred in connection with the action or proceeding, in addition to any other relief to which it may be entitled, whether such amounts are incurred before or after the filing of any court action or the initiation of any arbitration or mediation or the retention of any collection agency.

19. SEVERABILITY. The provisions set forth herein are severable, and if any provision is invalid, void, or unenforceable in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.

20. NON-WAIVER. Steadfast’s failure or refusal to insist upon strict performance of any provisions set forth hereunder shall not be deemed a waiver of Steadfast’s rights or remedies or a waiver by Steadfast of any subsequent default by Customer in the performance of or compliance with this Document.

21. CAPTIONS. The captions herein are included for convenience and general reference only and shall not be construed to describe, define, or limit the scope or intent of the provisions of this Document.