STANDARD TERMS AND CONDITIONS OF SALE

1. Acceptance.

SUPERIOR GROUP OF COMPANIES, INC.S THROUGH ITS DIVISION HPI ("SELLER") AGREEMENT TO SELL TO BUYER IS EXPRESSLY CONDITIONED ON BUYERS ACCEPTANCE OF THE FOLLOWING STANDARD TERMS AND CONDITIONS OF SALE.THESE STANDARD TERMS AND CONDITIONS OF SALE ARE IN LIEU OF ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED IN BUYERS PURCHASE ORDER OR OTHER SIGNED CONTRACT, DOCUMENT, OR COMMUNICATION PERTAINING TO BUYERS ORDER OR THE GOODS SUPPLIED UNDER THE ORDER ACKNOWLEDGEMENT OR INVOICE ("GOODS"). BUYERS CONSENT TO THE STANDARD TERMS AND CONDITIONS OF SALE CONTAINED IN THIS DOCUMENT SHALL BE CONCLUSIVELY PRESUMED FROM BUYERS ACCEPTANCE OF ALL OR ANY PART OF THE GOODS OR FROM PAYMENT BY BUYER FOR ALL OR ANY PART OF THE GOODS. NONE OF THESE STANDARD TERMS AND CONDITIONS OF SALE MAY BE ADDED TO, MODIFIED, SUPERSEDED OR OTHERWISE ALTERED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. FAILURE OF SELLER TO OBJECT TO ANY TERMS OR CONDITIONS WHICH MAY BE CONTAINED IN ANY DOCUMENT OR FORM OF BUYER SHALL NOT BE CONSTRUED AS A WAIVER OF THESE CONDITIONS, NOR AS AN ACCEPTANCE OF ANY SUCH TERMS OR CONDITIONS.

2. Payment Terms

Unless stated otherwise in the quote, the following terms apply. Payment terms are net thirty (30) days from the date of the invoice. Seller may issue one invoice for all non-credit card transactions that occur in the same month or one invoice for each shipment not pre-paid by credit card. Payment by credit or other charge card must be preapproved by Seller. Any payments not made within thirty (30) days of the date of the invoice shall be subject to a late payment charge of the greater of one and one-half percent (1.5%) per month or the highest rate permitted by law on the unpaid balance of any amount then past due. A ten dollar ($10.00) charge may be assessed to each order that is less than one hundred dollars ($100.00). Prices are subject to change without notice including, but not limited to, as a result of treaties, duties, tariffs, and executive orders or actions, a change in applicable law, and/or an action of Buyer, such as a decision to join a group purchasing organization.

3. Taxes.

In addition to paying the quoted purchase price, Buyer is solely liable for any excises, levies or taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods covered hereby, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.

4. Shipment.

All Goods shall be delivered Free Carrier (F.C.A.) to the location indicated in the Purchase Order. Scheduled dates of delivery are determined from the date of Sellers acceptance of any order placed by Buyer and are estimates of approximate dates of delivery, not a guarantee of a particular date of delivery. Goods not immediately available at the time of shipment will be backordered and shipped as soon as possible unless otherwise stated on the invoice. Orders for special made Goods must be in writing and may be cancelled only within five (5) days of Sellers receipt of the Order.

5. Force Majeure.

Seller shall not be liable for any damages caused by delays if such delays is due to any war, embargo, riot, fire, flood, hurricane, accident, epidemics, pandemics, mill condition, strike or other labor difficulty, telecommunication failure, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, weather, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of Seller.

6. Import/Customs.

Buyer authorizes Seller and/or its customs broker or other representative or agent to import Goods into the United States of America that include intellectual property owned by or licensed to Buyer by the owner thereof.

7. Claims.

Claims by Buyer for lost or missing shipments, shortages or concealed damage must be made in writing within ten (10) days after Buyers receipt of the Goods.

8. Returns

Goods may be returned only if the reason for return is due to the fault of Seller and a returns good authorization (“RGA”) has been issued by Seller to Buyer. No Goods may be returned if it has been worn, laundered, dry-cleaned, supplemented with additional embroidery, emblem, patch, hemming, or the like, and/or otherwise adjusted or altered. All requests for returns must be received by Seller within thirty (30) days after receipt by Buyer. Thereafter, the RGA will be delivered to Buyer. Buyer must follow instructions on the RGA for the return to be accepted by Seller. All returns, other than due to the fault of Seller, are subject to a twenty percent (20%) restocking charge.

9. Cancellation.

Orders not for special made Goods accepted by Seller are subject to cancellation by Buyer only upon the express written consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed Goods and work in process, and Buyer shall pay Seller for all work and materials that have been committed to and/or identified on Buyers order plus a cancellation charge as determined by Seller.

10. Warranty.

Seller warrants that the Goods supplied shall conform to the description stated on the invoice. THE FOREGOING WARRANTY IS SELLERS SOLE WARRANTY WITH RESPECT TO THESE GOODS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. SELLERS LIABILITY FOR BREACH OF WARRANTY HEREUNDER IS LIMITED SOLELY TO THE REPLACEMENT OF THE DEFECTIVE GOODS, WHICH SHALL BE RETURNED TO SELLERS FACILITY, AND TRANSPORTATION CHARGES PREPAID BY BUYER. THE FAILURE TO GIVE NOTICE OF A WARRANTY CLAIM WITHIN THIRTY (30) DAYS AFTER THE DATE OF SHIPMENT SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT TO SUCH GOODS. THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF SELLER UNDER THIS WARRANTY.

11. Default.

In the case of default or breach by Buyer of any or all of the provisions of these Standard Terms and Conditions of Sale, Seller may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the Uniform Commercial Code as enacted in Georgia, and any other applicable law. Buyer shall be liable for Sellers expenses incurred in exercising any remedies available to it, including, but not limited to, costs, attorneys fees and other expenses.

12. Limitation of Liability.

SELLERS SOLE LIABILITY TO BUYER, WHETHER UNDER CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, SHALL BE AT SELLER’S ELECTION TO EITHER (I) TO REPAIR OR REPLACE THE AFFECTED GOODS, OR (II) OR TO RETURN THE PURCHASE PRICE PAID BY BUYER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE DATE OF THE INVOICE.

13. Indemnification.

In addition to the foregoing, Buyer agrees to save and hold Seller and its direct and indirect parents, subsidiaries, and affiliates, and each of its and their respective directors, officers, shareholders, partners, employees, independent contractors, subcontractors, agents, attorneys, advisors, and representatives harmless from any claims, demands, liabilities, costs, expenses or judgments arising, in whole or in part, directly or indirectly, out of (i) a breach by Buyer of these Standard Terms and Conditions of Sale, (ii) any breach of applicable law, and (iii) the negligence or willful misconduct of Buyer or Buyers customers, agents, employees, independent contractors, subcontractors, partners, or representatives involving the Goods. This indemnification shall include, but not be limited to, all costs, attorneys fees and other expenses paid or incurred by or imposed upon Seller in connection with the defense of any such claim.

14. Governing Law.

These Standard Terms and Conditions of Sale shall be deemed to have been made and entered into in the State of Georgia and shall be construed and enforced in accordance with the laws of the State of Georgia, without regard to its conflicts of laws provisions. The parties agree that exclusive venue and jurisdiction with respect to any dispute, controversy, or claim arising out of or related to the Goods shall be in either the state courts of Fulton County. Georgia, or the federal courts of the Northern District of Georgia. THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY RELATED TO THE TRANSACTIONS UNDER THE INVOICE. In the event of a lawsuit related to these Standard Terms and Conditions of Sale, Seller, if it is the prevailing party, shall be entitled to recover its attorneys fees and costs, including those for in-house counsel, those incurred in litigating entitlement to attorneys fees and costs, and those incurred in determining or quantifying the amount of recoverable attorneys fees and costs. The reasonable costs to which Seller, if it is the prevailing party, is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, electronic research, telephone charges, mailing and delivery charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees

15. Compliance with Law.

Customer warrants that it will comply with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards, whether federal, state, or otherwise.

16. Unenforceability.

The invalidity or unenforceability of any term or provision of these Standard Terms and Conditions of Sale shall not affect or impair the validity or enforceability of any other term or provision. If any portion of these Standard Terms and Conditions of Sale is deemed invalid or unenforceable by operation of law, the other portions shall remain valid and enforceable.

17. Seller Acting as Non-Governmental Contractor.

Seller is not a government contractor or subcontractor (federal, state, or other) and explicitly rejects any assertion claim that it is a government contractor or subcontractor. Seller is not bound by federal acquisition regulations or any other federal regulations or rules unless required by law. Seller does not represent that it complies nor shall it be presumed to be required to comply with any specific law related to the sourcing of the Goods, such as the Trade Agreement Act (19 U.S.C. § 2501-2581) or the Buy American Act (41 U.S.C. § 8301-8305).