TERMS AND CONDITIONS

These terms and conditions shall apply to the purchase of the goods specified in this Purchase
Order (the “Product(s)”) from Kloth Studio Inc. (“Kloth”). This Purchase Order, together with
any documents incorporated herein by reference, constitutes the sole and entire agreement of
the parties with respect to the Purchase Order (the “Agreement”), and supersedes all prior or
contemporaneous understandings, agreements, negotiations, estimates, representations and
warranties, and communications, both written and oral, with respect to the subject matter of
the Purchase Order.
1. Acceptance of Orders by Kloth
All Purchase Orders are subject to acceptance in writing by a duly authorized agent of Kloth.
The written acknowledgement of receipt of a Purchase Order shall not, in and of itself,
constitute such acceptance. Upon acceptance by Kloth, each Purchase Order shall constitute a
valid and binding contract between Kloth and the Customer in accordance with the terms and
conditions herein.
2. Availability and Re-ordering
Kloth does not guarantee the availability of any Products and the Customer expressly releases
Kloth from any liability arising out of or by virtue of the failure of Kloth to accept Purchase
Orders or to fill any previously accepted Purchase Orders of the Customer due to the
unavailability for sale of any of the Products ordered.
Where the Customer places a re-order for Product previously ordered in a volume of less than
500 pieces, the same fabric content, pattern, and accessories may not be available. In such
circumstances, Kloth will inform the Customer of the closest possible alternatives prior to
implementing the Purchase Order.
3. Cancellation, Rescheduling of Orders
Purchase Orders accepted by Kloth may be cancelled by Customer only upon written consent of
Kloth and provided such order is not for Non-Standard Products. Non-Standard Products are
defined as Products which are special orders, custom orders, orders for non-standard Products,
Products not customarily in stock or orders for value-added Products. The Customer
understands that Non-Standard Products are obtained and/or manufactured specifically for the
Customer. All orders for Non-Standard Products are noncancelable and non-refundable.
In the event of cancellation or other withdrawal of an order for any reason, and without limiting
any other remedy which Kloth may have as a result of such cancellation or other withdrawal,
the Customer shall pay Kloth’s reasonable cancellation or restocking charges, which shall
include all expenses than incurred and commitments made by Kloth. Any requests by the
Customer to reschedule are subject to acceptance by Kloth in its sole discretion. Purchase

Orders may not be canceled or rescheduled after the order has been submitted by Kloth to the
shipment carrier.
Kloth reserves the right to allocate sales of limited Products among its customers in its sole
discretion. Product specifications and availability are subject to change without prior notice.
Once an order is placed and 50% deposit is received, the Customer is liable to clear all amounts
owing on the balance of the invoice. Kloth Studio will not accept any cancelation, once a
Purchase Order has been processed.
4. Prices; Taxes
Product price quotes are applicable for the period specified in Kloth’s quote. If no period is
specified, quoted prices will be applicable for thirty (30) days. The Product catalog (online or in
hard copy) reflects the latest pricing information available at the time of publication. Prices
shown in the catalog are subject to change without notice.
All Product prices are exclusive of shipping and insurance charges. All prices are exclusive of
sales, use, excise, value-added and similar taxes or charges imposed by any government
authority, international shipping charges, forwarding agent's and broker's fees, bank fees,
consular fees, document fees and import/customers duties.
5. Invoices; Payment; Late Charges
Invoices are billed in the currency specified in the Purchase Order. All payments must be made
in the specified currency. Payment terms are as specified in the Purchase Order.
Customer may pay invoices by bank draft, credit card, ACH, or by wire transfer to Kloth’s
specified account. Details of such accounts will be provided upon request.
Customer agrees to pay the entire net amount of each invoice pursuant to the terms of each
such invoice, without offset or deduction. Orders are subject to credit approval by Kloth, which
may in its sole discretion at any time change the terms of the Customer's credit, require
payment in cash, bank wire transfer or by official bank check and/or require payment of any or
all amounts due or to become due for the Customer's order before shipment of any or all of the
Products. If Kloth reasonably believes that the Customer's ability to make payments may be
impaired or if the Customer fails to pay any invoice when due, Kloth may suspend delivery of
any order or any remaining balance thereof until such payment is made or cancel any order or
any remaining balance thereof, and the Customer will remain liable to pay for any Products
already shipped and all Non-Standard Products ordered by the Customer.
The Customer agrees to submit such financial information as Kloth may reasonably require for
determination of credit terms and/or continuation of credit terms.

Invoices not paid when due will bear interest to date of payment at the annual rate of 2$ (two
percent per month. If the Customer fails to make payment when due, Kloth may pursue any
legal or equitable remedies, in which event Kloth will be entitled to reimbursement for costs of
collection and reasonable legal fees.
6. Returns and Replacement
No returns or replacements are permitted except in accordance with this Section. The
Customer must notify Kloth in writing of any defective or nonconforming Product within seven
(7) days from receipt of shipment. Kloth may elect to either replace or repair any such Product.
No refunds are permitted. The Customer is responsible for arranging the shipment of Products
to be returned to Kloth’s facility within fourteen (14) days. Return freight charges must be
prepaid by the Customer. The following parameters apply to deviation of the Product from
specifications, and shall result in replacement of the Product by Kloth:
• Colour deviation of more than 5% will be replaced
• Cut deviation of more than 5% will be replaced
• Any deviation from approved sample such as wrong button, or misplaced
pocket will be considered a non-conforming Product.
Kloth Studio shall use its best reasonable commercial efforts to ensure that Products are
manufactured as per approved pre-production samples or specifications. The Customer
acknowledges and agrees, that notwithstanding the foregoing, due to the nature of
manufacturing the following deviations to the Product may occur and which shall not be
considered non-conforming or defective:
• In the case of orders below 100 pieces a specific garment, accessories such as buttons,
zips, may vary in colour, design, size from the original sample.
7. Delivery
All Product shall be delivered to the address specified in the Purchase Order during normal
business hours. All shipments by Kloth are F.O.B. point of shipment from Kloth's facility and the
amount of all transportation charges will be paid by the Customer directly to the shipper or to
Kloth by the Customer in addition to the purchase price of the Products. Subject to Kloth's right
of stoppage in transit, delivery of the Products to the carrier will constitute delivery to the
Customer and title and risk of loss will pass to the Customer. Kloth’s delivery of the Product
to the point of shipment will be confirmed by the provision of a third-party shipping tracking
number.
Kloth will make reasonable efforts to initiate shipment and schedule delivery as close as
possible to the Customer's requested delivery date(s). The Customer acknowledges that
delivery dates provided by Kloth are estimates only and that Kloth will not be liable for failure
to deliver on such dates. Selection of the carrier and delivery route will be made by Kloth unless
specifically designated by the Customer.

Kloth reserves the right to make deliveries in installments. Delay in delivery of one installment
will not entitle the Customer to cancel any other installment(s). Delivery of any installment of
Products within thirty (30) days after the date requested will constitute a timely delivery.
Delivery of a quantity which varies from the quantity specified shall not relieve the Customer of
the obligation to accept delivery and pay for the Products delivered.
After delivery of the Products to the point shipment, the Customer shall be liable for all loss or
damage to the Products, however caused, and agrees to indemnify and save harmless Kloth
from any and all loss or damage or claim for loss or damage to persons or property caused by
reason of the use and possession of the Products.
Kloth shall provide the Customer all shipping documents, including the commercial invoice,
packing list, bill of lading and any other documents that may be reasonably required by the
Customer.
Under no circumstances shall Kloth be responsible or liable for the shipping of the Product once
it is delivered by Kloth to the point of shipment and the Customer indemnifies and holds Kloth
harmless from and against all delays or failure in shipping Product from after the point of
delivery to the shipper, regardless of whether the shipper is selected by Kloth or by the
Customer.
The Customer is solely responsible for arranging delivery times with the shipper and under no
circumstances shall Kloth be responsible or liable for any misdeliveries, late deliveries, or
missed deliveries of Product that has been delivered to the shipper by Kloth.
The Customer acknowledges and agrees that the Customer is solely responsible for any issues
that arise at customs and shall coordinate with the shipper and/or any customs broker for the
release and delivery of the Product.
All shirts, t-shirts, vests, pants and dresses to be delivered in flat pack. Jackets will be packaged
based on Customer requirements. Any packaging and labelling that needs custom changes will
have additional charges applied and must be specified by the Customer at the time of placing a
Purchase Order.
8. Title to Products
The Customer agrees that Kloth shall retain all right, title, and interest in and to all Products
wherever located (and all replacements or proceeds) until the applicable invoice is paid in full,
at which time title to and ownership of the Products shall pass to the Customer. It is
understood and agreed by the parties, without prejudice to Kloth’s rights as owner of the title
to the Products, that Kloth may assign the payments to be made hereunder to a third party.

9. Limited Warranty
Except for permitted replacements pursuant to Section 6, above, Kloth makes no other
warranty, express or implied, with respect to the Products. IN PARTICULAR, KLOTH MAKES NO
WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Kloth's
liability arising out of any sale of Products to the Customer is expressly limited to at Kloth’s sole
(without interest), or (ii) repair and/or replacement of such Products, at Kloth's election, and
such remedies shall be exclusive and in lieu of all others. This warranty is in lieu of any and all
other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of
fitness for a particular purpose and merchantability are specifically excluded and shall not
apply. Customer's obligations and Kloth’s remedies, with respect to defective or nonconforming
Products, are solely and exclusively as stated herein. Further, no warranty will apply if the
Product has been subject to misuse, static discharge, neglect, accident, or modification, or has
been altered or modified in any way.
10. Limitation of Liability
IN NO EVENT SHALL KLOTH BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit
or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing,
installation or removal costs, costs of substitute products, property damage, personal injury,
death, or legal expenses. The Customer's recovery from Kloth for any claim shall not exceed the
purchase price paid by the Customer for the Products, irrespective of the nature of the claim,
whether in warranty, contract or otherwise. THE CUSTOMER SHALL INDEMNIFY, DEFEND AND
HOLD KLOTH HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS
SUPPLIED BY KLOTH AND/OR INCORPORATED INTO THE CUSTOMER'S PRODUCT.
11. Product Country of Origin
Kloth maintains Country of Origin information on all Products in its inventory. This information
is provided to the Customer on product labels and/or on product shipping documents. The
Customer acknowledges and understands that Kloth may have no knowledge of the country of
origin of each raw material or subcomponent that is incorporated into the final product.
12. Intellectual Property
Products, including but not limited to Non-Standard Products, may contain designs or elements
that are subject to copyright, industrial design rights, patent rights, or may otherwise be subject
to intellectual property rights (“Intellectual Property”). All Intellectual Property in the Products,
with the exception of any trademark, brand, or logo that belongs to the Customer and appears
on the Product, remains the exclusive property of Kloth and the Customer hereby waives all

right, title, and interest in such Intellectual Property, notwithstanding that the Product may be
the subject of a custom or Non-Standard Order. The Customer hereby also acknowledges and
agrees, that any design, feature, or other aspect of a Product that is produced by Kloth for the
Customer, may be reproduced, re-used, modified, re-purposed, resold, and otherwise exploited
by Kloth in its sole unfettered discretion, including but not limited to selling identical or similar
customized or Non-Standard products to other customers of Kloth, without limitation, without
any rights accruing to the Customer, or compensation owing to the Customer on account of
same.
13. Force Majeure
Kloth will not be liable for delays in delivery or for failure to perform its obligations due to
causes beyond its reasonable control, including, but not limited to, product allocations, material
shortages, labour disputes, transportation delays, unforeseen circumstances, acts of God, acts
or omissions of other parties, fire, strikes, floods, severe weather conditions, computer
interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Kloth's time for
delivery or performance will be extended by the period of such delay or Kloth may, at its
option, cancel any order or remaining part thereof without liability by giving notice to the
Customer.
14. General Provisions
(a) Modifications. The terms and conditions herein may not be modified, altered,
supplemented, or amended except by an instrument in writing signed by both parties.
(b) Assignment. Neither party may assign this Agreement in whole or in part without the
prior written consent of an officer of the other party, which consent shall not be
unreasonably withheld.
(c) Section Headings. Section headings used in this Agreement are for reference purposes
only and shall not be interpreted to limit or affect in any way the meaning of the
language contained in such paragraphs.
(d) Governing Law, Venue and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario. Any legal actions,
claims or demands shall be handled in a court of competent jurisdiction within the City
of Toronto, Ontario, Canada. Reasonable legal fees shall be awarded with respect to the
foregoing, to the party who prevails on the merits.
(e) Severability. If any of the provisions of this Agreement shall be held to be indefinite,
invalid, illegal or otherwise unenforceable, in whole or in part, for any reason, by any
court of competent jurisdiction, the remainder of the provisions of this Agreement shall
continue in full force and effect and shall be construed as if such indefinite, invalid,
illegal or unenforceable provision had not been contained herein.

(f) Binding Effect. The obligations, rights, terms and conditions hereof will be binding on
the parties hereto and their respective successors and assigns.
(g) Waiver. The waiver of any breach of any term, condition or covenant hereof or default
under any provision hereof will not be deemed to constitute a waiver of any other term,
condition, or covenant contained herein or of any subsequent breach or default of any
kind or nature.
(h) Entire Agreement. This Agreement and any schedules attached hereto constitute the
entire agreement between the parties to this Agreement pertaining to the subject
matter hereof and supersede all prior and contemporaneous agreements,
understandings, negotiations, and discussions, whether oral or written, of the parties
and there are no warranties, representations or other agreements between the parties
in connection with the subject matter of this Agreement except as specifically set forth
herein.