Terms for the Sale of Goods by Charles Products, LLC

FOREIGN TARIFF POLICY (2019). As we shared with you back in November, starting in September 2018, the U.S. Government imposed additional tariffs (10%) on numerous items imported from China. Earlier this week, President Trump announced that U.S. Customs and Border Protection would now impose a total of a 25% tariff on these same goods, which became effective at midnight last night. Please see the chart available at this link.

To date, CPI has not increased its prices as a result of these tariffs, instead choosing to absorb the additional costs on behalf of our partners / customers in the hopes that the U.S. Government will rescind the increased Chinese tariffs. However, CPI can no longer absorb these additional tariff costs.

Consequently, we are passing on to all customers a tariff surcharge on the affected items as long as additional tariffs remain in effect. You will see this charge listed as a separate line item on your invoices going forward.

We truly value your business and hope you understand we are doing our best to minimize the effects of these tariffs on you and your customers.

PURCHASE OF GOODS. When you purchase products from Charles Products, LLC ("CPI"), www.charlesproduct.com ("Site") or through our catalogs ("Catalogs"), you agree to the terms and conditions for the sale of goods set forth below ("Terms"), and if purchase is made through the Site, you agree to the Privacy Policy found at http://www.charlesproducts.com/privacy. These Terms, together with any documents incorporated herein by reference, are the only terms which govern the sale of products ("Goods") by CPI to you. Notwithstanding anything herein to the contrary, if a written contract between the parties is in existence covering the sale of the Goods, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

TERMS. You can apply for credit and receive payment terms of net 30 days. Shipping is F.O.B. Rockville, MD for stock items, and F.O.B. shipping point for special orders and custom Goods. Shipments are always forwarded via the least expensive or best carrier unless a specific delivering carrier is requested. We accept VISA, MASTERCARD, DISCOVER and AMERICAN EXPRESS for your ordering convenience.

NEW ACCOUNTS. If we have not previously had the pleasure of doing business with you, we will appreciate receiving with your first order three trade credit references, the name and address of your bank and your D & B rating (if known). Please allow us time to contact the references before shipment is expected. To expedite your initial shipment, please enclose a check, VISA, MASTERCARD, DISCOVER or AMERICAN EXPRESS number (including name on card, expiration date, and billing zip code) with your first order. Maryland customers should enclose tax resale numbers with the first order.

PRICING & LIMITATIONS. Unless otherwise agreed to in writing by the parties, you shall purchase Goods from CPI at the price set forth on the Site or a Catalog as of the date CPI accepts your order. All prices are exclusive of all sales, use and excise tax, and any other similar taxes, duties and charges of any kind imposed on any amounts payable to CPI, and you shall be responsible for such charges, costs and taxes. Prices and availability of Goods are subject to change at any time and without notice. CPI may place a limit on the quantities that may be purchased per order, per account or per credit card. These restrictions may include orders placed by the same account, the same credit card, and orders that use the same billing and/or shipping address.

ORDER ACCEPTANCE. All orders are subject to acceptance by CPI. CPI may refuse or reject any order at any time, and refund you any monies you have paid for the order, for any reason, including but not limited to, if you have not met the conditions specified at the time of purchase, if your payment cannot be processed, if the Goods you ordered are not available, or for errors on the Site or in a Catalog or made in connection with your order. If we are unable to supply the Goods you ordered, we will contact you and may offer you an alternative product to consider instead. If you do not choose to purchase the alternative product, we will cancel your order. In the event of errors on the Site or in a Catalog, or made in connection with your order, we reserve the right to correct the error and charge you the correct price. In that situation, we will contact you and offer you the option of purchasing the Goods at the correct price or canceling your order. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as canceled and notify you by phone or email. An order once placed with and accepted by CPI, you may not cancel the order without CPI consent, in writing.

CLAIMS. Please unpack and check your order promptly. All claims for damage, breakage or shortage should be reported to our office within 10 days after receipt. Cartons which appear damaged or have signs of damage should not be refused. Please contact our office to resolve the situation. Damaged Goods and its shipping carton should be retained for 30 days for possible inspection or return unless otherwise directed.

RETURNS. Except as provided below, we do not accept returns or exchanges unless the Goods purchased are defective or damaged. A return authorization number must be obtained in writing prior to return of Goods or our warehouse will not accept the returned shipment. CPI reserves the right to reproduce or replace any Goods that have a quality issue or excess damages, or in the case of custom orders, an incorrect design. Upon receipt of the return items, we will notify you by phone or via e-mail, within a reasonable time, whether we can replace the item, provide credit against the invoice or refund the purchase price of the Good(s). If we refund the purchase price, the refund will be applied to your original method of payment.

STOCK ITEMS. Under some limited circumstances, and in our sole discretion, CPI may authorize the return of stock items, not defective or damaged, under the following conditions:

1) You must call CPI within 15 days of purchase of Goods to receive authorization for a return. No returns will be accepted without CPI advance authorization;

2) The Goods must be in its original condition, suitable for resale;

3) Packaging of Goods must be free of any price markings or tags;

4) Goods must be returned in multiples of the product's minimum;

5) The assortment of colors and shapes of Goods must be the same as what was shipped;

6) The Goods were not clearance, closeout or sale Goods;

7) All Goods will be returned at customer's expense and shipping and handling charges are not refundable; and

8) A 15% restocking fee will be assessed on all returned Goods.

CUSTOM GOODS. Custom orders cannot be modified, cancelled or returned. CPI reserves the right to reproduce any products that have a quality issue, incorrect design or excess damage. You shall defend, indemnify and hold CPI harmless against all claims, action, damage, judgments, costs, expense and fees, including attorney fees, relating to infringement of any third party patents, designs, copyrights, or trademarks to the extent that the infringing Goods are manufactured in whole or in part to your specifications, designs or drawings.

BACKORDERS. It is our policy to ship backordered Goods with a value over $20.00 up to 6 months from your order date. If you would prefer to not receive backorders and reorder the Goods at a later date, please specify "NO BACKORDERS" on your order.

DELIVERY. The Goods will be delivered within a reasonable time after the order has been accepted, subject to availability of finished Goods. If a delivery date is provided by CPI, such delivery date is just an approximate date and CPI will attempt to full orders by the agreed upon time; however, CPI shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed in writing by the parties, CPI may, in its sole discretion, without liability or penalty, make partial shipments of Goods to you. Each shipment will constitute a separate sale, and you shall pay for the units shipped whether such shipment is in whole or partial fulfillment of your order. If CPI delivers more than the quantity of Goods ordered, you may reject any excess Goods. Any such rejected Goods shall be returned to CPI at CPI's risk and expense. If you do not reject the Goods and instead accept the delivery of Goods at the increased quantity, the purchase price of the Goods shall be adjusted. In the event that you are unable or unwilling to take delivery of all or any part of the Goods, CPI shall place them into storage with all costs, including storage, insurance, demurrage, and transportation at your expense.

SHIPPING AND HANDLING. A shipping and handling charge per carton will apply to all orders shipped from our warehouse.

TITLE AND RISK OF LOSS. All Goods purchased from CPI are made pursuant to a shipment contract. The risk of loss and title for such titles pass to you upon CPI's delivery of Goods to the carrier. If the Goods are lost or damaged in shipment, you will have to make the claim against the shipping company as we do not insure your shipment.

TRANSACTIONS. All transactions are in US Dollars and payment must be made in US Dollars unless authorized in advance. Any payment made in any other currency will be subject to a bank currency conversion adjustment

NO WARRANTY. UNLESS OTHERWISE EXPRESSLY PROVIDED IN WRITING, CPI MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

LIMITATION OF LIABILITY. CPI SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CPI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO CPI FOR THE GOODS SOLD HEREUNDER.

FORCE MAJEURE. CPI cannot be held responsible for failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused or the result of situations beyond our control. This includes but is not limited to occurrences such as: natural disasters (i.e. hurricanes, floods), labor strikes, congestion at Ports of Entry, US Customs / Homeland Security holds and delays, terrorist threats or acts, riots or other civic unrest, failure of subcontractors to perform, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or communication breakdown or power outages.

TERMINATION. In addition to any remedies that may be provided under these Terms, CPI may terminate any order with immediate effect upon written notice to you, if you: (i) fail to pay any amount when due under these Terms; (ii) have not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) become insolvent, files a petition for bankruptcy or commence or have commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

GOVERNING LAW & JURISDICTION. All matters arising out of or relating to these Terms or any purchase of Goods from CPI is governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Maryland. Any legal suit, action or proceeding arising out of or relating to these Terms or purchase of Goods shall be instituted in the federal courts of the United States of America or the courts of the State of Maryland in each case located in the City of Baltimore and County of Baltimore County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

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