NINAJON FASHIONS, INC. PURCHASE AGREEMENT


PRODUCTION: PRODUCTION WILL START UPON RECEIPT OF DEPOSIT INTO NINAJON FASHIONS, INC.’S ACCOUNT.

ACCEPTANCE: RECEIPT OF A SIGNED COPY OF THIS PURCHASE AGREEMENT OPERATES AS AN ACCEPTANCE OF CUSTOMER’S ORDER PURSUANT TO THE TERMS CONTAINED HEREIN UNLESS NINAJON FASHIONS, INC. NOTIFIED CUSTOMER OF ITS OBJECTIONS IMMEDIATELY UPON ITS RECEIPT OF THIS PURCHASE AGREEMENT.

ALL ORDERS MUST BE ACCOMPANIED BY FULL PRODUCTION DETAILS.
ALL ORDERS ARE +/OR –5% OF TOTAL PIECES ORDERED
ALL RUSH ORDERS ARE AN ADDITIONAL CHARGE ON TOP OF AIR CHARGE
ON ALL L.D.P. ORDERS NINAJON FASHIONS, INC. RESERVES THE RIGHT TO CANCEL ORDER WITHIN 5 BUSINESS DAYS.
F.O.B. ORDERS MUST HAVE ALL CLEARINGS DOCUMENTS, QUOTA, AND NECESSARY PAPERWORK ARRANGED BY CUSTOMER.
ANY TESTING PROCEDURES (SGS) WILL BE AT CUSTOMER’S EXPENSE

ORDER MODIFICATION: THE TERMS CONTAINED HEREIN CAN BE MODIFIED OR CANCELLED ONLY BY A WRITTEN DOCUMENT SIGNED BY BOTH OF THE PARTIES.

RESCHEDULED DELIVERY: PRICES AND TERMS FOR SHIPMENTS RESCHEDULED AT CUSTOMER’S REQUEST, SHALL BE AT NINAJON FASHIONS, INC.’S PRICE AND TERMS IN EFFECT AT TIME OF SHIPMENT.

ACCEPTANCE OF GOODS: ALL GOODS ARE DEEMED TO BE ACCEPTED AND CONFORMING IF AFTER 30 DAYS OF CUSTOMER’S RECEIPT THEREOF, WHICH THE PARTIES AGREE IS A REASONABLE TIME TO INSPECT, CUSTOMER FAILS TO FILE A CLAIM FOR NONCONFORMING GOODS, PROVIDED THAT SUCH DEFECTS ARE DETECTABLE BY INSPECTION.

CLAIMS: A WRITTEN STATEMENT FULLY DESCRIBING THE NATURE AND EXTENT OF THE DEFECT SHALL ACCOMPANY ALL CLAIMS. FAILURE TO PROVIDE SUCH A STATEMENT SHALL PRECLUDE A CLAIM. CLAIMS BASED ON DEFECTS, WHICH ARE NOT DETECTABLE, BY INSPECTION, SHALL BE MADE WITHIN 15 DAYS AFTER DISCOVERY. WHEN FILING A CLAIM, CUSTOMER SHALL DILIGENTLY FOLLOW NINAJON FASHIONS, INC.’S INSTRUCTIONS FOR THE RETURN OR OTHER DISPOSITION OF THE GOODS SUBJECT TO THE CLAIM. ALL CLAIMS WILL BE LIMITED TO THE INVOICE VALUE OF THE GOODS AT THE DATE OF NINAJON FASHIONS, INC.’S ACCEPTANCE OF THE CLAIM.

ARBITRATION: ALL DISPUTES ARISING FROM THIS AGREEMENT SHAL BE RESOLVED THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE RULES AND PROCEDURES SET FORTH BY THE AMERICAN ARBITRATION ASSOCIATION, HOWEVER, NOTING IN THIS SECTION SHALL PRECLUDE NINAJON FASHIONS, INC. FROM SEEKING PROVISIONAL REMEDIES, INCLUDING THE FILING OF INJUNCTIONS AND WRITS OF ATTACHMENT WHERE CUSTOMER IS IN DEFAULT BECAUSE OF FAILURE TO PAY PURSUANT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY PARTY ELECTING TO COMMENCE ARBITRATION SHALL GIVE WRITTEN NOTICE TO THE ORDER PARTIES OF SUCH ELECTION. THE PARTIES SHALL AGREE UPON AN ARBITRATOR WHO IS EXPERIENCE IN THE INDUSTRY: OR IF THE PARTIES ARE UNABLE TO AGREE UPON AN ARBITRATOR WITHIN A REASONABLE TIME, AN ARBITRATOR WILL BE APPOINTED PURSUANT TO RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION. ALL ARBITRATION PROCEEDINGS SHALL TAKE PLACE IN THE JURISDICTION OF NINAJON FASHIONS, INC.’S PRIMARY PLACE OF BUSINESS.

APPLICABLE LAW: THE LAWS OF THE STATE OF NINAJON FASHIONS, INC.’S PRIMARY PLACE OF BUSINESS SHALL GOVERN THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREIN.

MERGER: THE TERMS CONTAINED HEREIN CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE PARTIES AND EXCLUSIVELY DETERMINES THE RIGHTS AND OBLIGATIONS OF THE PARTIES. NO PRIOR COURSE OF DEALING, CUSTOM OR USAGE OR TRADE SHALL BE RELEVANT TO SUPPLEMENT OR EXPLAIN ANY TERM USED IN THIS PURCHASE AGREEMENT.