CAT SMMIT RESOURCE INT. LLC

Summit Resource International

The following terms and conditions (the “Terms and Conditions”) shall constitute the agreement (the “Agreement”) between Summit Resource International, LLC (“SRI,” “Seller” or us) and _____________________________ (you or “Purchaser”) with respect to the sale of products by  Seller to Purchaser. This Agreement incorporates the product type, quantity and shipment date  terms set forth in your purchase order, when accepted by SRI. All other terms set forth in the  purchase order, including but not limited to, terms related to express or implied warranties, are  superseded and replaced by the Terms and Conditions. In the event of any conflict between the  terms contained in your purchase order and these Terms and Conditions, the Terms and Conditions  shall control. Prices, product details, product specifications, the Terms and Conditions are subject  to change without notice.

Purchaser Responsibility 

Purchaser is responsible for ensuring that the purchased product is marketed and displayed in  approved manners only as described in the CAT Workwear Marketing Materials. Purchaser agrees that the CAT licensed product will not be sold via online marketplaces such as Amazon or eBay without explicit written permission of SRI. 

Purchaser opening orders require a minimum of $1,000. Reorder minimum $500. All  orders under $500 must be prepaid or paid upon shipment by credit card. 

Delivery & Acceptance 

Title and risk of loss shall pass to Purchaser at the time of shipment from F.O.B. point. SRI  will provide the items as detailed on the product invoice. The items shall be deemed accepted  by the Purchaser when they have been physically delivered for five (5) days. The Purchaser  shall inspect the items immediately upon delivery, and shall notify Customer Service Department immediately of all defects, receipt of incorrect items and/or short ships within 5  (five) business days of delivery. Purchaser shall immediately file claims with the carrier when  there is evidence of shipping damage. 

All sales from SRI are final, with the exception of defects in materials or workmanship.

Return Material Authorization (R.M.A.) Request Process 

Purchasers wishing to request to return defective products must obtain a return authorization.  Please contact the Customer Service Department to obtain this form at customerservice@catapparel.com. Customer Service will direct customer to either return the  merchandise or direct customer to destroy of the merchandise and provide receipt of disposal.  Customer Service will provide the Customer with a R.M.A. number. An approved R.M.A. is valid for thirty (30) days, after which the returned product will not be  accepted. After the returned product is received and the R.M.A. has been approved, please allow up to 30 (thirty) business days from the date of receipt of the returned product for processing of the credit or refund. 

SRI offers the following payment options: Payment in Advance by Cashier’s Check or Company  Check (on approval), VISA, MasterCard, American Express, Discover, ACH or Wire Transfer.  Net payment terms are available on approved credit. SRI reserves the right to preauthorize credit  cards. To pay by company check, or net 30 (thirty) day terms, you must submit a credit  application. Your sales representative should be able to provide Credit Applications forms, if not  they are available by e-mailing the SRI Credit Department brendam@sri-a.com. Credit  applications can usually be processed in two business days. Relatively new businesses may  require longer. Similar to most manufactures and distributors, the Company insures accounts  receivable. Approval of terms by insurance carriers are subject to frequent variance and no  approved terms are guaranteed until shipment.

Invoices are sent after an order is shipped. Invoices are payable within the terms established for  the Purchaser at the time of invoice creation. Any invoice still due one day after the stated terms  is considered past due. A 1.5% per month service charge will be added to all past due invoices.  No additional credit will be extended to past due accounts unless satisfactory arrangements are  made with the credit department. If a credit card is on file for a Purchaser, credit card payments  will be processed within two (2) business days of shipment. 

Collection efforts shall begin on all outstanding invoices extending beyond payment terms  established for your account. A minimum of three (3) contacts or billings requesting payment  will be sent at 30 (thirty) day intervals once an account becomes past due. An account becomes  past due based on the terms of your account. If collection efforts by SRI have failed to produce  payment, an account is then classified as defaulted. Any defaulted receivable shall be referred to  a collection agency within a reasonable time after the final collection letter. Purchaser will be responsible for all fees related to collection efforts.

In the event Purchaser requires any modification to SRI’s standard product packaging, including  re-tagging, hangars, re-boxing etc., Purchaser and SRI shall agree to additional charges in  advance. 

Intellectual Property: 

Excluding items provided by SRI, purchaser shall not use Seller’s intellectual property, whether  tangible or intangible, including, but not limited to, Seller’s designs, descriptions, illustrations,  artwork, photographs, layouts, trademarks or trade names (“Intellectual Property”), without  Seller’s prior written approval. No license or right to use Seller’s Intellectual Property is implied  or granted herein. 

Seller has not made and does not make, nor shall seller be deemed to have made or given, and  hereby expressly disclaims, any warranty, guaranty or representation, express or implied,  including, but not limited to, merchandise design, value condition, quality, durability, suitability,  merchantability, fitness for a particular purpose, or express or implied warranties as to quality or  correspondence with prior description or sample with exception of defect in materials and  workmanship. If merchandise is purchased by way of a purchase order or similar document, that  document is deemed to include this disclaimer of express and implied warranties, regardless of  whether the purchase order or document is silent or contrary to this disclaimer. 

Purchaser shall examine merchandise upon receipt for acceptability.  

Purchaser shall indemnify, defend and hold seller harmless from and against all actual or alleged  liability, loss, damage, cost and expense, including actual attorney’s fees and court costs, to third parties resulting from Purchaser’s breach of this agreement, or from the use of merchandise  while such merchandise is in Purchaser’s or Purchaser’s end-user’s, possession or control. In addition, Purchaser agrees to defend, indemnify and hold seller harmless from any and all liability, loss, damage, cost and expense, including actual attorney’s fees and court costs, which seller may suffer  or incur arising from Purchaser’s resale of merchandise, Purchaser’s or end-user’s labels,  packaging, specifications, sale or use of merchandise, including but not limited to, actual or alleged  patent, trademark or copyright infringement.   

Limitation of Liability: 

Seller’s maximum liability for any breach of this Agreement, or any other claim related to the merchandise, shall be limited to the price of the merchandise or portion thereof sold to Purchaser  hereunder. In no event shall seller be liable for any consequential, incidental, special or punitive  damages, including but not limited to any damages for lost profits or business opportunities or damage to reputation. Please note that any alteration (including adding company logos) of flame resistant clothing voids any and all warranties, either expressed or implied. 

Entire Agreement/Amendments/Assignment: 

Any other previous oral or written communications, representations, agreements or understanding  between the Seller and Purchaser are no longer of any force and effect; this Agreement supersedes  and replaces all prior agreements between Seller and Purchaser, and constitutes the entire  agreement and understanding between the parties, concerning the sale and purchase of  merchandise. This Agreement shall not be modified or amended orally, or by any course of dealing  or trade usage, but only in writing executed by both parties, and shall not be assigned by Purchaser  without the express written consent of Seller. The terms and conditions of this Agreement shall be  binding upon each party’s successors and assigns, as applicable. Seller may, without the consent  of Purchaser, assign its rights hereunder, including its rights to collect and receive payment of  amounts due hereunder. 

Governing Jurisdiction: 

This agreement shall be governed by and construed in accordance with the State Laws of Montana  and shall be deemed entered into at Seller’s place of business. The Parties hereto and hereby  consent to the adjudication of any controversy arising under the contract by the Courts of the State  of Montana located in Gallatin County, Montana.  

If Seller’s ability to deliver merchandise is impaired due to circumstances beyond Seller’s reasonable control, including but not limited to fire, flood, government action, acts of God, wars,  insurrections perils of the sea, accidents, labor disputes or shortages, or inability to obtain from its  usual sources raw material, materials, (including energy), finished goods, equipment, or  transportation, Seller shall be excused without liability from making delivery to the extent of such  impairments. If Seller’s ability to deliver a product is reduced due to such circumstances, Seller may reduce the contract quantity upon notice to Purchaser. 

Purchaser Guarantee:

In consideration of SRI extending credit, the Purchaser, as the undersigned party, do hereby  agree to be liable for payment on all goods, wares and merchandise supplied to the Purchaser  and/or other parties with authority to charge to the Purchaser’s account. 

If Purchaser fails to comply with the terms of this agreement, it agrees to pay all costs associated  with its default and/or breach, including but not limited to reasonable attorney fees, court costs,  and finance charges.  

The Purchaser authorizes SRI to investigate its credit history, bank references and any  information deemed necessary to extend credit. The Purchaser agrees to (i) immediately notify  SRI in writing, delivered in person or by certified mail return receipt requested, of any change in  ownership, form of business, or address, or the termination of a person’s authority to incur charges under the account on behalf of the applicant; and (ii) indemnify SRI for any loss of  incurred thereby as a result of our failure to provide said written notice. This agreement shall  remain in full force and effect until written notice of revocation is received by SRI. The  Purchaser authorizes SRI to process the credit card dictated supra for any account balances  overdue by sixty (60) days. 

Purchaser further understands that any claim for adjustment for refund or replacement of  damaged or defective items, shall not be reason or cause to delay payment of purchase price in  full, less the SRI’s invoice value of pending replacement items. Upon receipt of replacement or  replacement of warranty items, Purchaser agrees to remit the remaining balance to SRI in full,  within ten (10) days. 

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Purchaser Company Name 

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