INSPECTION AND REJECTION

The Purchaser may inspect the items ordered during their manufacture, construction and/or preparation at reasonable times and shall have the right to inspect such items at the time of their delivery and/or completion. Purchaser expressly reserves the right, without liability, hereunder or otherwise, to reject and refuse acceptance of items which do not conform in all respects to any instructions contained herein, Purchaser’s specifications, drawings and data or Seller’s warranties whether such warranties be expressed or implied. With respect to any items which do not so conform, Purchaser may in Purchaser’s sole discretion hold items for Seller’s instruction at Seller’s risk upon notification to Seller or return such items to Seller at Seller’s expense. Payment for any item shall not be deemed acceptance thereof. If any items delivered do not conform to this Order, Purchaser may reject such items or, if applicable, the entire lot received.

WARRANTY

Seller represents and warrants that the items: (a) shall strictly conform in all respects to the applicable sample, drawing, description, documentation and/or specifications; (b) shall be of first-class quality and free from defects in design, materials and workmanship; (c) shall be performed by qualified and competent personnel in accordance with generally accepted professional and technical standards, in an expeditious and efficient manner consistent with sound professional practices; and (d) shall comply (and that such items, including services, shall comply) with all applicable federal, state and local laws, codes, regulations and rules of the country of origin, the country of destination and/or the country of performance by Seller (provided that in the event of conflicting requirements, the more stringent requirements shall apply). This warranty shall survive any inspection, delivery, acceptance or payment by the Purchaser. Seller represents and agrees that it is an independent contractor and under no circumstances may represent itself as an agent for Purchaser nor make any warranties or representation on behalf of Purchaser.

SHIPPING, TITLE AND RISK OF LOSS

Regardless of the FOB point designated, title and risk of loss with respect to any such items shall remain with the Seller until the items have been delivered to and accepted by the Purchaser or to an agent or consignee duly designated by the Purchaser at the location specified on this Order. Items that are to be shipped shall be shipped FOB destination unless otherwise specified by the Purchaser. A packing slip must accompany each such shipment and if a shipment is to a consignee or agent of the Purchaser a copy of the packing slip shall be forwarded concurrently to the Purchaser. The packing slip shall bear the Purchaser’s order number, and each container must be marked to show the Order number. Shipment shall be made in accordance with specific instructions from Purchaser. In the absence of specific shipping instructions, shipping shall be routed via the most economical mode of commercially reasonable transportation available that is able to meet the required timeline. Material will be classified so that the lowest commodity rate may be obtained. Unless otherwise agreed to in writing by Purchaser, prices on the face of each Order include all charges for packing and crating, and Seller is obligated to suitably pack, mark and ship all items to prevent damage and to conform to requirements of common carriers. Notwithstanding any shipping, FOB or other terms or rights of the Purchaser included herein, Purchaser shall have the right to return all freight damaged items to Seller and receive full credit therefor, unless said damage has been caused by the negligence of Purchaser.

INDEMNITY

The Seller shall indemnify, defend and hold the Purchaser, its agents, consignees, employees, and representatives harmless from and against all claims, demands, liabilities, loss, damages, expenses, proceedings, actions or causes of action or government inquiries, including reasonable attorneys’ fees and expenses and costs (collectively, “Claims”) by reason of, arising out of, or in any way connected with this Order, including the breach of any representation, warranty or covenant hereunder and, as applicable, the negligent performance of services hereunder); provided, however, that Seller shall not be obligated to indemnify Purchaser with respect to Claims due to the sole negligence or willful misconduct of Purchaser (other than where the Purchaser’s negligence consists of its failure to discover a condition caused or permitted to exist by the Seller or any subcontractor of Seller).

TERM AND TERMINATION

The term of this Order shall be as specified or, if not specified, for such period of time as required for Seller to fully perform its obligations hereunder. Purchaser may terminate this Order in whole or in part at any time prior to manufacture of the Products. If Purchaser has made advance payment for any items, Seller shall promptly reimburse Purchaser for items to the extent not delivered or performed subsequent to the effective date of any such termination. Except as otherwise provided herein, the rights and obligations of the parties hereto shall survive any termination or cancellation of this Order.

TAXES, ETC

Except as may be otherwise provided in this Order, the contract price includes all applicable federal, state and local taxes. The Seller shall be required to obtain and pay for any licenses, permits, and inspections by public bodies required in connection with the items.

SPECIFICATIONS, ETC

Any specifications, drawings, notes, instructions, engineering notices, or technical data referred to in this Order shall be deemed to be incorporated by reference the same as if fully set forth herein. The Purchaser shall at all times retain title to all such documents and Seller shall not disclose such to any party other than the Purchaser or a party duly authorized by the Purchaser. Upon the Purchaser’s request or upon completion and delivery of the items, the Seller shall promptly return all such documents to the Purchaser.

REMEDIES

Any right or remedy granted to the Purchaser in any part of this Order shall not be exclusive of, but shall be in addition to, any other rights or remedies granted in another part of this Order and any other rights or remedies that the Purchaser may have at law or in equity in any such instance.

ASSIGNMENT

Seller may not assign this Order or any right thereunder without the prior written consent of Purchaser. Purchaser shall have the right to assign this Order or any right hereunder.

SEVERABILITY

In the event that any word, phrase, clause, sentence, or other provision hereof shall violate any applicable stature, ordinance or rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof.

COMPLIANCE WITH LAW

Seller warrants that all items and work furnished hereunder shall be produced and furnished in compliance with all applicable federal, state and local laws, orders, and regulations.

GOVERNING LAW; DISPUTES

This Order and the transaction(s) contemplated hereunder shall be governed exclusively by the laws of the State of California without regard to the choice of law principles thereof. All actions or proceedings arising in connection with, touching upon or relating to this Order and the transaction(s) contemplated hereunder, the breach thereof and/or the scope of the provisions of this paragraph shall be submitted to final and binding arbitration, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. Seller irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Purchaser, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project.

PUBLICITY

Seller shall not, without prior written consent of Purchaser, make any news release, public announcement, denial or confirmation of this Order or its subject matter, nor in any manner advertise or publish the fact that Purchaser has placed this Order.

NATURE OF ORDER

God’s True Cashmere LLC is hereinafter called “Seller” and the party who has placed a purchase order is hereinafter called “Purchaser.” This purchase order is hereinafter call “Order”. The Order may be used to purchase one or more manufactured products “items.” Payment of this Invoice constitutes Purchaser’s agreement to Seller of the terms herein and shall become a binding contract subject to the terms and conditions set forth in this document upon acceptance by Seller unless Purchaser and Seller have executed a separate contract that applies to this Order in which case the terms and conditions of such separate contract shall be binding to this Order. Said acceptance shall be indicated by either (i) Purchaser’s payment of the agreed purchase price, in whole or in part, or (ii) Purchaser’s acceptance of delivery of items, either in whole or in part.

SHIPPING, TITLE AND RISK OF LOSS

Regardless of the FOB point designated, title and risk of loss with respect to any such items shall pass to Purchaser or to an agent or consignee duly designated by the Purchaser upon shipment thereof by a common carrier. In the absence of specific shipping instructions, shipping shall be routed via the most economical mode of commercially reasonable transportation available that is able to meet the required timeline.

CHANGES

All changes to the order after initial quoting must be confirmed in writing and may constitute an increase to the original quote.

PAYMENT TERM

Payment terms are net 30 from receipt of invoice.

RETURNS

Returns must be requested in writing, will be subject to Seller’s review, may be reasonably rejected by Seller, and, if accepted, may be subject to a restocking fee.