1. Offer and Agreement  No offer or contract shall be binding upon Eleiko Sport Inc. (together with its affiliates, the “Seller”) except by issuance of Seller’s printed acknowledgment form.  Acceptance by Seller of buyer’s (the “Buyer”) order is expressly made conditional on assent of these terms and conditions (the “Agreement”), either by written acknowledgment or by the conduct of Buyer that recognizes the existence of a contract with respect to products (the “Products”) and services described on Seller’s acknowledgment form.  No additional or different terms or conditions will be binding upon Seller unless specifically agreed to in a writing signed by an authorized representative of Seller and requested by Buyer in writing within eight (8) days from the date of Buyer’s receipt of Seller’s acknowledgment form.  Costs due to Buyer’s changes or cancellation of orders shall be on Buyer’s account as applicable. Failure of Seller to object to conditions contained in any other writing or other communication from Buyer shall not be construed as a waiver of this Agreement nor acceptance of any such other provisions.  This Agreement also serve as notice of Seller’s objection to and rejection of any terms and conditions of purchase included in Buyer’s order or other writing that are different from or additional to this Agreement.  Article headings herein are for convenience only and are not to be considered in interpreting any of the provisions herein. 

  2. Products   Seller reserves the right to revise and discontinue Products at any time and without prior notice. Seller will ship Products that have the same or similar functionality and performance of Products ordered, but changes, including, but not limited to, changes due to technical requirements between what is shipped and what is described in specification sheets, catalogs, or the like, are possible.

  3. Prices and Payment  1.  If Products are shipped from Seller's principal place of business or from any other location within the U.S.A., the quoted price is Ex Works (Incoterms 2000) - Seller's principal place of business or the location of shipment, as applicable, unless otherwise agreed upon in writing.  If Products are shipped from outside the U.S.A., the quoted price is Ex Works (Incoterms 2000)– Halmstad, Sweden unless otherwise agreed upon in writing.  2. The quoted price of Products does not include duty, tariffs, taxes, packaging, freight costs, or similar charges, which shall be borne by Buyer, unless otherwise agreed upon in writing.  All prices are subject to change prior to Seller’s issuance of an acknowledgment.  For all prices and Products, Seller reserves the right to make adjustments due to changing market conditions, raw material costs, cost of manufacturing, product discontinuation or other extenuating circumstances.  3. Buyer shall be responsible for any insurance and shipping charges of domestic shipments of Products and Buyer shall reimburse Seller for any such charges paid by Seller, unless otherwise agreed upon in writing.  4. Unless otherwise specified on Seller’s acknowledgment, the terms of payment of the total invoice price for Products ordered hereunder shall be payment in advance of shipment or by irrevocable confirmed letter of credit.  5. Payment shall be due eight (8) days after Buyer’s receipt of Seller’s acknowledgment.  Overdue amounts shall bear a delinquency charge of interest at the lower of (a) ten percent (10%) per annum; or (b) the maximum rate permitted by applicable law.  6. Buyer shall have no right of set-off with alleged counter-claims.  Any assignment of Buyer’s counter-claims to a third party without Seller’s prior written consent shall be void.  7. Buyer agrees to reimburse Seller for any costs and expenses (including reasonable attorneys’ fees) in connection with the collection of any amounts owed to Seller under this Agreement.

  4. Taxes and Other Charges  Any manufacturer's tax, occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee or charge of any nature whatsoever imposed by any governmental authority, domestic or foreign, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the price quoted or invoiced. In the event that Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore unless otherwise agreed upon in writing.

  5. Suspension and Cancellation  If Buyer shall omit delivery instructions or shall fail to accept Delivery (defined in Section VI), as required by this Agreement, or shall fail to make any payment when it becomes due or shall commit any other breach of contract, or if Buyer shall enter into any composition or arrangement with its creditors or if any distress or execution is levied upon any goods or property of Buyer, or if Buyer shall commit any act of bankruptcy or, if a corporation, a receiver shall be appointed of the whole or any part of its undertaking or assets or if Buyer shall pass a resolution for winding up or if a court shall make an order to that effect or if Buyer shall have a receiving order made against it, then, at Seller's sole option, Seller may defer or cancel any further deliveries or services and treat this Agreement or any other agreement between Seller and Buyer as terminated, but such termination shall be without prejudice to Seller's right to any unpaid price for Products delivered or cost of work done under this Agreement and to damages for loss suffered in consequence of such termination.

  6. Delivery and Risk of Loss and Governmental Licenses  1. Delivery of Products to a common carrier at Seller's principal place of business or at any other loading point, if so agreed to by the parties in writing, shall constitute delivery to Buyer ("Delivery"), and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall upon Delivery, shift to Buyer.  If Buyer is responsible for any shipment delay, Seller's written notification to Buyer that Products ordered hereunder are ready for shipping shall constitute Delivery to Buyer, and all further risk of loss or damage as well as all costs for handling, transportation and storage shall be borne by Buyer.  2. Seller shall not be liable for any damages as a result of any delay or failure to deliver due to any cause beyond Seller's reasonable control, including without limitation, any act of God, act of Buyer, embargo or other governmental act, regulation or request, currency restrictions, fire, accident, strike, slowdown, war, riot, delay in transportation or inability to obtain necessary labor, materials or manufacturing facilities or delays in deliveries by sub-contractors by any such circumstance as referred to above. Further, unless expressly agreed in writing by Buyer, the estimated date of delivery shall never be regarded as a deadline.  3. It is Buyer’s sole responsibility to pay for and to obtain any governmental or other licenses, certificates or documentation as may be required.

  7. Storage  If Products are not shipped within thirty (30) days after notification to the Buyer that they are ready for shipping, for any reason beyond Seller’s reasonable control, including the Buyer’s failure to give shipping instructions, Seller may store such Products at the Buyer’s sole risk in a warehouse or other storage facility or upon Seller’s premises and the Buyer shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices therefore.

  8. Limited Warranties  1. Eleiko Sport offers a limited product liability on all products, subject to specific terms and conditions. For complete information, please refer to Eleiko Sport website, www.eleikosport.com.

  9. Warranty Claims, Inspection and Waiver of Defects  Written notice of any alleged defect must be presented to Seller within fourteen (14) days after its discovery, and Seller must be allowed to inspect Products while they are in the alleged defective condition.  Use of allegedly defective Products must be suspended until written clearance is issued by Seller for continued use.

  10. Limitation of Liability  1.  Except as otherwise agreed in writing, Seller's liability with respect to Products shall be limited to the warranty as provided in Article VIII and this Article X, and shall be further limited to the purchase price.  2.  To the maximum extent permitted by applicable law, seller shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability), or other theories of law, with respect to products sold by seller, or undertakings, acts or omissions relating thereto. To the maximum extent permitted by applicable law, under no circumstances will seller be liable for any incidental or consequential damages, or for any other loss, damage or expense of any kind, including loss of profits or savings and loss of business arising in connection with this agreement or with the use or liability to use seller's products furnished under this agreement.  Seller's sole liability and buyer's sole remedy is limited to either (1) repair or replacement of defective products, and/or (2) at seller's option, discount of purchase price. The remedies set forth in this agreement shall apply even if such remedies fail their essential purpose.3. Without limiting the generality of the foregoing Seller specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of Products, or any associated equipment, cost of capital, cost of repairs to Products subject to Seller's warranty performed by persons other than Seller without Seller's prior written consent, cost of substitute Products, facilities or services, down-time or slow-down costs or for any other types of economic loss, and for claims of Buyer's customers or any third party for any such damages.  Seller disclaims any liability for any claim, whether in contract or in tort, which arose more than one (1) year prior to the initiation of arbitration or litigation by Buyer against Seller.  4.  Buyer agrees to cause its customers and anybody in the chain of manufacturing supply and distribution including the end customer to be bound by limitations of liability substantially equal to those contained in this Agreement.

  11. Security interest  buyer hereby grants to seller a security interest in products sold hereunder together with the proceeds therefrom to secure payment of the purchase price of such products and agrees, and appoints seller its agent, to take all such action and to execute all such documents and instruments as may be necessary or reasonably requested by seller to perfect and continue seller's security interest hereunder.

  12. Insurance  1.  Seller is entitled to insure Products sold hereunder against damage or loss during (a) transportation; and (b) the time shipping is delayed for reasons beyond the reasonable control of the Seller, at the expense of Buyer, unless the parties have agreed otherwise.  Seller, however, is not obligated to obtain insurance.  2.  Until final payment is made Buyer shall insure such Products at its expense for the benefit of Seller against damages and loss including, but not limited to, fire and flood, and shall give written proof thereof to Seller.

  13. Patents, Copyrights & Trademarks  1. Seller assumes no liability as to any patent or copyright infringement by virtue of the use of Products in combination with other goods or services, or the use of Products manufactured to Buyer’s specifications.  2. Buyer shall not use Seller’s trademarks without Seller’s prior written consent. 

  14. Indemnity  Buyer agrees to indemnify and hold Seller harmless against any losses, claims and damages or liabilities, joint or several, in connection with products manufactured by Buyer using Seller’s Products sold under this Agreement. Buyer will reimburse Seller for any legal or other expenses reasonably incurred by Seller in connection with investigating or defending any such actions and, at Seller’s request and election, Buyer will assume the defense of any such actions or claims. 

  15. Remedies for Breach  Buyer understands and agrees that the Seller will not have adequate remedy at law for the material breach or threatened breach by Buyer, or its, agents, employees, representatives or subcontractors, of any one or more of the covenants set forth in Article XIII, Section 2 of this Agreement.  Buyer further agrees that in the event of any such material breach or threatened breach, the Seller may, in addition to (but not in substitution for) the other remedies which may be available to it either at law or in equity, file suit in equity to enjoin the Buyer from the breach of or threatened breach of said covenants.

  16. Severability  If at any time any one or more of the provisions of this Agreement become invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of this Agreement shall not be in any way impaired.

  17. Arbitration   All disputes arising under this Agreement shall be settled by final and binding arbitration in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The parties may agree on the selection of a single arbitrator, but in the event that they cannot agree, each party shall select an arbitrator and the two selected arbitrators shall select a third arbitrator. The award by the arbitrator(s) shall be final and judgment upon the award rendered may be entered in any court having jurisdiction thereof. 

  18. Governing Law  the parties agree that this agreement, any sales there under, or any claim, dispute or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, common law and equitable claims) between seller and buyer arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreementor any related purchase shall be governed by the laws of the state of illinois, without regard to conflicts of law provisions.

  19. Complete Agreement  This Agreement and Seller’s acceptance form constitute the complete and exclusive statement of the agreement between the parties hereto.  It supersedes all prior written and oral statements, including prior representations, statements, conditions, or warranties.