P: 949.645.

1455
F: 949.645.1665
1537 Monrovia Ave
Newport Beach, CA 92663

AGREEMENT- TERMS OF SALE

This constitutes the entire agreement between Buyer and Seller. Toes on the Nose
supersedes Buyer’s purchase order terms, if any. The terms herein shall prevail: no
variations from the provisions hereof shall be valid unless accepted in writing by the
Seller.

All orders shall be deemed a contract for the sale of goods as specified by the Buyer,
and accepted by the Seller at its office in Newport Beach, CA. Buyer shall be
considered to have accepted the terms of this order when the Buyer has received and
retained this order without objection for (10) days or more, or has accepted any portion
of the goods herein specified, or when delivery dates or instructions to ship or bill and
hold have been given, as to any portion of said goods, to Seller by Buyer or anyone
acting for Buyer.

TERMS: Net 30: no anticipation allowed. Bills are payable on due date. Buyer may not
make any deduction from invoiced amounts unless prior approval from Seller is
obtained. Buyer’s account may be placed on “hold” status if invoices are not paid
within stated terms. Buyer agrees to pay all collection costs if account is assigned to a
collection agency. If legal action is taken, Buyer agrees to pay all reasonable
attorneys’ fees and court costs.

ECOMMERCE SALES: To help protect its premium brand image and ensure the long-term
viability of the company, Toes on the Nose requires approval for any and all Toes on the
Nose products being sold online, regardless of platform or seller. If authorized to sell
online, approved seller must adhere to map/keystone pricing as identified by Toes on
the Nose and receive prior written approval for any special pricing. Toes on the Nose
reserves the right to revoke this approval at any time and hereby supersedes that of the
Seller.

FREIGHT: F.O.B. (Seller’s warehouse). Seller reserves the right to ship merchandise in any
manner which the Seller, in its sole discretion, deems acceptable, unless otherwise
specified.

RETURNS: Seller’s approval and return authorization number (RA) must be obtained
before any goods are returned. Goods must have been shipped from Seller’s
warehouse within 30 days preceding the request to return. Service and handling
charges will not be allowed on return merchandise. All return authorization (RA)
requests must be submitted in writing to Seller with style number, color, number of

pieces, price, invoice number (if possible), and reason for return. If style number is
unknown, an invoice number will be needed for correct credit.

CANCELLATIONS: Will only be accepted at the sole discretion of Seller. Any goods in
transit at time of receipt of cancellation must be accepted by Buyer. All cancellation

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 P: 949.645.1455
F: 949.645.1665
1537 Monrovia Ave
Newport Beach, CA 92663

requests must be submitted thirty (30) days prior to the start date on the Buyers
confirmed or non-confirmed purchase order.

CARE LABELING: Any care labeling information is provided gratis for discretionary use
without warranties or obligations by Seller.

DELIVERY AND TENDER: The acceptance of a shipment by any common carrier or

licensed truckman shall constitute a delivery to Buyer. Any delivery or tender made
within fifteen (15) working days after specified date of delivery shall constitute a good
delivery or tender. Thereafter, any delivery made within five (5) working days after
receipt by Seller of written cancellation shall constitute a delivery. The Seller’s
responsibility ceases upon delivery of merchandise to a Common Carrier, or the United
States Post Office. In case of a damaged or pilfered shipment, the responsibility of filing
claim rests with Buyer. Any claim for loss or damage in transit should be made
immediately to the Agent at the point of the delivery. The Seller shall not be responsible
for any claims or damages resulting from delay in delivery or failure to perform which
results from government regulations, strikes, lock-outs, accidents, fire delays, in
manufacture or transportation, acts of God, or any other causes beyond the control of
the Seller.

SPECIAL CUTS: Seller reserves the right to make delivery of either ten percent (10%) over
or under the specified quantity or ten percent (10%) over or under each assorted style,
color or pattern hereunder. In the event the Seller shall be unable to manufacture, or
determines not to manufacture any style contained in this order, the Seller shall not be
liable for non-delivery of such merchandise. Buyer shall, however, accept delivery and
pay for all other merchandise. Should the Seller’s production be curtailed during the
execution of this contract by any cause, Seller reserves the right to fill this order in
proportion to production. Any controversy or claim arising out of relating to any other
provisions of this order shall be settled by arbitration in accordance with the rules of
American Arbitration Association. For any purpose relating to this arbitration clause, or
an award rendered hereunder, Buyer and Seller contend to the jurisdiction of the State
of California and any legal process or pater may be served out of California by
registered or certified mail, or by personal service, if a reasonable time for appearance
is allowed.

PERSONAL GUARANTEE: In consideration of credit granted by Toes on the Nose, the

undersigned personally guarantees all charges and/or money due Toes on the Nose.
This sum includes all attorney fees and collection costs. In the event payment is
demanded by Toes on the Nose, the undersigned agrees to make payment within 30
days.

Name: _____________________________ Signature: _____________________________

Title: _______________________________ Date: _________________________________

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 P: 949.645.1455
F: 949.645.1665
1537 Monrovia Ave
Newport Beach, CA 92663

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