ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS EXCEPT FOR FACE MASK PRODUCTS, WHICH ARE DEFINED AND ADDRESSED BELOW:

PRICES:
ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE TO CUSTOMER. ALL ORDERS WILL BE BILLED AT THE PRICES PREVAILING AT THE TIME THE ORDER IS PLACED. CUSTOMERS MUST NOTIFY BELLA+CANVAS IN WRITING WITHIN 30 DAYS AFTER RECEIPT OF THE SUBJECT INVOICE OF ANY PRICE DISPUTES. IF CUSTOMER FAILS TO NOTIFY BELLA+CANVAS WITHIN SUCH THAT 30-DAY PERIOD, ANY AND ALL CLAIMS OR CONTROVERSIES BROUGHT BY CUSTOMER AND RELATING TO SUCH PRICE DISPUTE SHALL BE DEEMED TIME BARRED AND WAIVED.

ORDERS:
ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY BELLA+CANVAS. BELLA+CANVAS, IN ITS SOLE DISCRETION, SHALL DETERMINE THE CHANNELS OF DISTRIBUTION OF ITS PRODUCTS. BELLA+CANVAS RESERVES ALL OF ITS RIGHT TO REFUSE TO SUPPLY PRODUCT TO CUSTOMERS AND CERTAIN CUSTOMER LOCATIONS. ONLY THOSE CUSTOMER INTERNET SITES AUTHORIZED IN WRITING BY BELLA+CANVAS MAY SELL AND ADVERTISE BELLA+CANVAS PRODUCTS. BELLA+CANVAS ALSO RESERVES ALL RIGHTS TO PROHIBIT BELLA+CANVAS PRODUCTS FROM BEING ADVERTISED AND OR SOLD VIA THE INTERNET. BELLA+CANVAS MAY IMMEDIATELY TERMINATE THE ACCOUNT OF ANY CUSTOMER OR CUSTOMER INTERNET SITE SELLING BELLA+CANVAS PRODUCTS WITHOUT WRITTEN AUTHORIZATION, AND MAY BRING ANY LEGAL OR OTHER ACTION FOR BREACH OF THESE TERMS AND CONDITIONS. ALL SALES OF CLOSE-OUTS, IRREGULARS, SECONDS OR B-GRADE PRODUCTS ARE FINAL AND CANNOT BE RETURNED. ALL BACK ORDERS WILL BE SHIPPED F.O.B. SHIPPING POINT. NO CUSTOMER DEDUCTIONS ARE PERMITED FOR FREIGHT, PARCEL POST, CHARGES, OR LIKE CHARGES.

TERMS OF PAYMENT:
PAYMENT FOR ORDERED GOODS IS DUE AND PAYABLE PURSUANT TO THE TIME PERIOD SPECIFIED IN THE APPLICABLE INVOICE AND THESE TERMS AND CONDITIONS. A SERVICE CHARGE OF 1½ % PER MONTH OR THE MAXIMUM PERMITTED BY LAW WILL BE CHARGED ON ALL PAYMENTS FOR GOODS NOT RECEIVED WITHIN THE NUMBER OF DAYS SPECIFIED ON THE INVOICE. CUSTOMER SHALL BE RESPONSIBLE FOR ALL COSTS, EXPENSES, COLLECTIONS AGENCY COMMISSIONS, AND REASONABLE ATTORNEYS FEES THAT BELLA+CANVAS MAY INCUR IN THE COLLECTION OF ANY PAST DUE INVOICES. BELLA+CANVAS, IN ITS SOLE DISCRETION, MAY TERMINATE CUSTOMER’S ACCOUNT AT ANY TIME SHOULD CUSTOMER BREACH ANY OF THE TERMS AND CONDITIONS CONTAINED HEREIN.

RESTRICTIONS ON SALE:
CUSTOMER IS PROHIBITED FROM SELLING BELLA+CANVAS PRODUCTS OTHER THAN THROUGH A BELLA+CANVAS APPROVED CHANNEL OF DISTRIBUTION. VIOLATION OF THIS CONDITION MAY RESULT IN IMMEDIATE TERMINATION OF CUSTOMER’S ACCOUNT.

CANCELLATIONS:
ALL REQUESTS TO CANCEL ORDERS MUST BE SUBMITTED IN WRITING TO BELLA+CANVAS MANAGEMENT AT LEAST 45 DAYS BEFORE THE START SHIP DATE AND MUST BE APPROVED BY BELLA+CANVAS IN WRITING. CANCELLATIONS MAY AFFECT VOLUME DISCOUNTS AND MAY BE SUBJECT TO PROCESSING FEES. SPECIAL OR CUSTOM ORDERS OR SPECIAL MAKE UP (COLLECTIVELY, “SMU“) PRODUCT ORDERS MAY NOT BE CANCELLED.   BELLA+CANVAS WILL NOT ACCEPT RETURNS FOR UNAPPROVED CANCELLATIONS.

NO TRANSHIPPING:
UNAUTHORIZED TRANSSHIPMENT OR RESALE OF ANY BELLA+CANVAS MERCHANDISE TO ANY PERSON OTHER THAN THE END CONSUMER IS STRICTLY PROHIBITED, MAY RESULT IN THE CANCELLATION OF EXISTING ORDERS, THE TERMINATION OF CUSTOMER’S BUSINESS RELATIONSHIP WITH BELLA+CANVAS, AND/OR LEGAL ACTION FOR, INCLUDING BUT NOT LIMITED TO, BREACH OF THESE TERMS AND CONDITIONS.

CLAIMS:
CUSTOMER MUST REPORT ALL MERCHANDISE SHORTAGES, OVERAGES, OR DAMAGES TO THE BELLA+CANVAS CUSTOMER SERVICE DEPARTMENT WITHIN 7 DAYS OF MERCHANDISE RECEIPT. TO REPORT SHORTAGES, OVERAGES, OR DAMAGES, CUSTOMER MUST PROVIDE BELLA+CANVAS WITH AN INVOICE NUMBER OR ORDER NUMBER, AS WELL AS A LIST OF PRODUCTS AT ISSUE, ITEMIZED BY PRODUCT CODE, SIZE AND QUANTITY.

INSPECTION BEFORE PRINTING:
CUSTOMER MUST INSPECT ALL MERCHANDISE BEFORE PRINTING. BELLA+CANVAS WILL NOT ACCEPT RETURNS OF ANY PRINTED OR OTHERWISE DECORATED MERCHANDISE, OR ANY WASHED MERCHANDISE UNDER ANY CIRCUMSTANCES.

RETURN POLICY:
ALL RETURNS ARE SUBJECT TO RE-STOCKING CHARGES OF NOT LESS THAN 20%,  MUST BE REQUESTED WITHIN 7 DAYS OF MERCHANDISE RECEIPT, AND MUST BE PRE-APPROVED IN WRITING BY BELLA+CANVAS CUSTOMER SERVICE. IF APPROVAL IS OBTAINED, CUSTOMER MUST NOTIFY BELLA+CANVAS CUSTOMER SERVICE OF ITS INTENT TO RETURN AUTHORIZED PRODUCT. ALL RETURN REQUESTS MUST BE ACCOMPANIED BY AN ORDER NUMBER OR INVOICE NUMBER, THE RETURN AUTHORIZATION NUMBER (RA #) AND LABEL, BOTH OF WHICH MUST BE ATTACHED TO THE CARTON OR OTHER PACKAGING CONTAINING THE RETURNED PRODUCT.  CUSTOMER IS RESPONSIBLE FOR ALL FREIGHT AND SHIPPING CHARGES ON ITEMS RETURNED THAT ARE NOT THE RESULT OF BELLA+CANVAS ERROR. ALL PRODUCTS MUST BE RETURNED IN THE SAME CONDITION IN WHICH RECEIVED. UPON RECEIPT AND INSPECTION OF RETURNED PRODUCT, A CREDIT WILL BE ISSUED IN THE AMOUNT EQUAL TO THE INVOICE PRICE OF SUCH RETURNED PRODUCT, LESS ANY APPLICABLE DISCOUNT. IF NO INVOICE NUMBER IS PROVIDED, BELLA+CANVAS WILL ISSUE CUSTOMER A CREDIT BASED ON THE THEN CURRENT PRODUCT PRICING. NO RETURNS OF SMU PRODUCT WILL BE APPROVED BY BELLA+CANVAS. IN ADDITION, NO RETURNS OF RELABELED, PRINTED, EMBROIDED, DECORATED OR WASHED GARMETS WILL BE APPROVED BY BELLA+CANVAS.

DEFECTIVE MERCHANDISE:
ALL DEFECTIVE MERCHANDISE MUST BE REPORTED TO BELLA+CANVAS CUSTOMER SERVICE DEPARTMENT WITHIN 7 DAYS OF MERCHANDISE RECEIPT. DEFECTIVE MERCHANDISE REFUNDS WILL BE HANDLED ON A CASE-BY-CASE BASIS, AT BELLA+CANVAS’S SOLE DISCRETION.

PRODUCT WARRANTY:
BELLA+CANVAS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY:
IN NO EVENT SHALL BELLA+CANVAS BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING IN CONTRACT (INCLUDING BREACH OF WARRANTY), IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF BELLA+CANVAS HAS BEEN NOTIFIED OR OTHERWISE MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

FAIR LABOR STANDARDS ACT:
BELLA+CANVAS HEREBY CERTIFIES THAT THE MERCHANDISE COVERED BY ANY BELLA+CANVAS INVOICE WAS MANUFACTURED IN COMPLIANCE WITH THE REQUIREMENTS OF THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED.

FORCE MAJEURE:
BELLA+CANVAS SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN DELIVERY OR IN ITS PERFORMANCE UNDER THESE TERMS AND CONDITIONS OR OTHERWISE DUE TO ANY CAUSE BEYOND BELLA+CANVAS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF WAR OR CIVIL INSURRECTION, NATIONAL EMERGENCIES, ACTS OF GOD, FIRE, EXPLOSION, STORM, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, INDUSTRY-WIDE STRIKES, LOCKOUTS, LABOR DIFFICULTIES, SUPPLIER FAILURES, UNAVAILABILITY OR SHORTAGES OF MATERIALS, OR GOVERNMENTAL ACTS (COLLECTIVELY, “FORCE MAJEURE“).  WHERE ANY PRODUCT SCHEDULED FOR DELIVERY BECOMES UNAVAILABLE AS A RESULT OF A FORCE MAJEURE EVENT, BELLA+CANVAS MAY, AT ITS SOLE DISCRETION, SUBSTITUTE SUCH PRODUCT WITH A COMPARABLE PRODUCT.

GOVERNING LAW; VENUE:
THESE TERMS AND CONDITIONS SHALL BE DEEMED TO HAVE BEEN ENTERED INTO IN THE STATE OF CALIFORNIA AND SHALL IN ALL RESPECTS BE INTERPRETED, ENFORCED AND GOVERNED UNDER THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD APPLY ANY OTHER STATE LAW. CUSTOMER HEREBY AGREES AND IRREVOCABLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF CALIFORNIA AND OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF CALIFORNIA, FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMES AND CONDITIONS. EACH PARTY HEREBY WAIVES THEIR RIGHT TO A JURY TRIAL IN ANY SUCH CONTROVERSY. ANY ACTION BY CUSTOMER FOR BREACH OF CONTRACT MUST BE COMMENCED WITHIN ONE YEAR FROM THE MERCHANDISE SHIP DATE.

GENERAL:
ALL PURCHASES AND SALES OF BELLA+CANVAS’S PRODUCTS TO CUSTOMER SHALL BE MADE SOLELY ON THESE TERMS AND CONDITIONS.  THESE TERMS AND CONDITIONS SHALL BE APPLICABLE IN FULL TO ALL SUCH PURCHASES AND SALES.  ALL TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR SIMILAR ORDER FORM FROM CUSTOMER ARE HEREBY REJECTED BY BELLA+CANVAS IN ALL RESPECTS.  ANY MODIFICATION, SUPPLEMENT, OR AMENDMENT OF THESE TERMS AND CONDITIONS SHALL BE MADE IN WRITING BY BELLA+CANVAS AUTHORIZED MANAGEMENT REPRESENTATIVE ONLY.  ANY TERM OR PROVISION OF THESE TERMS AND CONDITIONS THAT IS INVALID OR UNENFORCEABLE IN ANY SITUATION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINING TERMS AND CONDITIONS OR THE VALIDITY OR ENFORCEABILITY OF THE OFFENDING TERM OR CONDITION IN ANY OTHER SITUATION. ACCEPTANCE OF THESE TERMS AND CONDITIONS SHALL BE CONFIRMED BY ELECTRONIC SIGNATURE COPY BY PDF, JPEG FILE OR COMPARABLE FORMAT OR BY FACSMILIE, AND ANY SUCH ELECTRONIC SIGNATURE COPY SHALL CONSTITUTE AN ORIGINAL FOR ALL PURPOSES. THESE TERMS AND CONDITIONS AND BELLA+CANVAS’S INVOICE CONTAIN THE ENTIRE AGREEMENT BETWEEN BELLA+CANVAS AND CUSTOMER, AND SUPERSEDES ALL PREVIOUS CONTRACTS OR AGREEMENTS BETWEEN BELLA+CANVAS AND CUSTOMER. CUSTOMER AGREES THAT BELLA+CANVAS IS NOT BOUND BY ANY REPRESENTATION, PROMISE, CONDITION, INDUCEMENT OR WARRANTY, EXPRESS OR IMPLIED, NOT INCLUDED ABOVE.

All sales of any face mask, face shield, face cover, or similar product (“Face Mask Products“) are subject to the following Terms and Conditions (“Face Mask Terms“):

ACCEPTANCE AND CONTRACT:
Bella+Canvas's acceptance of Customer's order for any Face Mask Product is expressly conditioned upon Customer's acceptance of the Face Mask Terms. The Face Mask Terms hereof shall constitute a binding contract between Bella+Canvas and Customer concerning the Face Mask Products sold hereunder. None of these Face Mask Terms may be supplemented, modified, superseded, amended or otherwise altered, except by a written instrument signed by an authorized signatory of Bella+Canvas. Failure of Bella+Canvas to object to any terms or conditions which may be contained in any document or form of Customer shall not be construed as a waiver of these Face Mask Terms, nor as an acceptance of any such terms and conditions.

PRICES:
All prices are subject to change without notice to Customer. Orders are billed at the prices prevailing at the time the order is placed. The price set forth in a Customer's invoice shall govern that order.

TERMS OF PAYMENT:
Unless otherwise set forth in the applicable invoice, payment for ordered Face Mask Products is due and payable prior to any shipment by Bella+Canvas of any of the ordered Face Mask Products. Bella+Canvas reserves the right to cancel any order for which payment has not been received by Bella+Canvas. A service charge of 1½ % per month or the maximum permitted by law, if lower than 1½ % per month, will be charged on all payments for Face Mask Products not received within the number of days specified on the invoice. Customer shall be responsible for all costs, expenses, collections agency commissions, and reasonable attorney's fees that Bella+Canvas may incur in the collection of any past due invoices. Bella+Canvas, in its sole discretion, may terminate Customer's account at any time should Customer breach any of the terms and conditions contained herein.

SHIPPING:
All Face Mask Products sold hereunder are F.O.B. unless otherwise stated in the applicable invoice. All claims for shipping loss or damage are Customer's responsibility. Delivery dates are not guaranteed and Bella+Canvas has no liability for damages that may be incurred due to any delay in shipment of Face Mask Products hereunder. Taxes are excluded unless otherwise stated in the applicable invoice.

RESTRICTIONS ON RESALE:
Customer is prohibited from reselling the ordered Face Mask Products other than through a Bella+Canvas approved channel of distribution or as otherwise approved in writing by Bella+Canvas. If Customer resells the Face Mask Products to a reseller, Customer shall ensure that such reseller complies with the Face Mask Terms set forth herein. Customer shall ensure that all resellers of the Face Mask Products include in all resale documentation prominent disclosures or postings of the information set forth in the SPECIFIC DISCLAIMER of these Face Mask Terms. Violation of the provisions of the Face Mask Terms may result in immediate termination of Customer's account.

CLAIMS:
Customer must report all shortages of ordered Face Mask Products to the Bella+Canvas customer service department within 7 days of receipt of ordered Face Mask Products.

NO RETURNS:
All Face Mask Products are sold "as-is" and are not returnable absent prior written approval by Bella+Canvas.

AS-IS; NO WARRANTY:
The Face Mask Products are provided "as-is" without warranties of any kind and without limiting the foregoing, Bella+Canvas hereby disclaims any and all warranties, express or implied, relating to the Face Mask Products, including without limitation any warranties of merchantability or fitness for a particular purpose. Customer acknowledges that they have not relied on any warranty or representation in placing the order for the purchase of Face Mask Products.

LIMITATION OF LIABILITY:
In no event shall Bella+Canvas be responsible or liable to Customer (or claims of any third party against Customer) for any loss of profit, interruption of business, loss of goodwill, loss of business opportunity or any special, indirect, collateral, punitive or exemplary, incidental or consequential damages arising in contract (including breach of warranty), in tort (including strict liability or negligence) or otherwise, even if Bella+Canvas has been advised of the possibility of such damages. In no event shall Bella+Canvas's liability to Customer exceed the amounts paid by Customer for the Face Mask Products.

FORCE MAJEURE:
Bella+Canvas shall not be liable for any failure or delay in delivery or in its performance under these Face Mask Terms or otherwise due to any cause beyond Bella+Canvas reasonable control, including, without limitation, any act of war or civil insurrection, national emergencies, pandemics, acts of God, fire, explosion, storm, earthquake, flood, embargo, riot, sabotage, industry-wide strikes, lockouts, labor difficulties, supplier failures, unavailability or shortages of materials, or governmental acts.

INDEMNIFICATION:
Customer agrees to defend, indemnify and hold Bella+Canvas, its directors, officers, employees, agents and affiliates harmless from any and all claims, including, but not limited to, any third-party claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with Customer's violation of the Face Mask Terms, including without limitation Customer's failure to ensure resellers comply with the Face Mask Terms including the posting of SPECIFIC DISCLAIMER in resale documentation.

GOVERNING LAW; DISPUTE RESOLUTION:
These Face Mask Terms shall be governed by, construed and enforced in accordance with the laws of the State of California, without giving effect to any conflict of law provisions. Any dispute relating in any way to these Face Mask Terms, the applicable orders, invoices or to any purchase of Face Mask Products shall be submitted to confidential, binding arbitration in Los Angeles, California. Customer hereby consents to exclusive jurisdiction and venue in any state or federal court in Los Angeles, California. Any arbitration under these Face Mask Terms shall be conducted under the prevailing rules of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, Bella+Canvas and Customer agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If this class action waiver is found to be void or unenforceable, the Face Mask Terms and any disputes relating thereto shall be resolved in state or federal court rather than in arbitration. Customer further agrees that it will not be a member of any putative or actual class in a class action brought by anyone else against Bella+Canvas, nor will Customer seek to become a class representative. Customer further agrees that in any action Customer initiates against Bella+Canvas, any relief Customer seeks will be confined to relief on Customer's own behalf.

TRADEMARKS AND MARKETING:
Bella+Canvas hereby authorizes Customer to use Bella+Canvas's trademarks, logos, service marks, trade names and service names (collectively the "Marks") for the limited purpose of marketing and selling the Face Mask Products under the Face Mask Terms. Bella+Canvas reserves the right to review and approve all uses of the Marks in Customer's advertising and promotion of the Face Mask Products prior to Customer's use thereof. Such approval will not limit Customer's obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content. Customer will not use the Marks or any other name or symbol in a way that may imply that Customer is an agency or branch of Bella+Canvas. Customer will not use any other name or symbol that is in any way confusingly similar to the Marks. Customer agrees that any rights or purported rights in any Marks owned or licensed by Bella+Canvas (including without limitation any URL or Internet domain name that makes use of any Mark) acquired through Customer's use shall belong solely to Bella+Canvas. Upon expiration or termination of the Face Mask Terms, Customer agrees to immediately discontinue the use of the Marks in any manner whatsoever.

CONFIDENTIALITY:
For purposes of the Face Mask Terms, "Confidential Information" shall mean any information disclosed by Bella+Canvas in connection with the potential or actual purchase of the Face Mask Products which by its nature is considered proprietary and confidential, including but not limited to, all pricing information for the Face Mask Products and other information about the details of Customer's order.

Confidential Information shall not include any information which was (a) publicly available at the time of disclosure, (b) became available without breach of these Face Mask Terms by Customer, (c) was in Customer's possession prior to the disclosure, as evidenced by Customer's written records, or (d) was rightfully acquired by Customer from a third party who was lawfully in possession of the information and was under no obligation to maintain its confidentiality.

Customer agrees to maintain the confidentiality of the Confidential Information, and agrees not to disclose any of the foregoing to any third party without Bella+Canvas's prior written consent. Notwithstanding the foregoing, Customer may disclose Confidential Information to its financial, tax and legal advisors, provided such financial, tax and legal advisors are obligated to maintain the confidentiality of the Confidential Information, either by written agreement or due to the nature of their relationship with Customer.

DONATIONS:
Face Mask Products that are donated by Bella+Canvas are not subject to the Face Mask Terms set forth above with the exception of the "SPECIFIC DISCLAIMER," which remains in effect.

SPECIFIC DISCLAIMER:
Customer understands and agrees that the Face Mask Products should not be used (i) in any surgical setting or where significant exposure to liquid, bodily or other hazardous fluids, may be expected; (ii) in a clinical setting where the infection risk level through inhalation exposure is high; or (iii) in the presence of a high intensity heat source or flammable gas. Customer further understands and agrees that no warranties of any kind, either express or implied, are made that the Face Mask Products prevent infection or the transmission of viruses or diseases. Except as specifically stated in writing by Bella+Canvas, the Face Mask Products are not surgical masks or filtering facepiece respirators and no claims or representations are made as to their (w) fluid resistance, (x) particulate or bacteria filtration efficiency, (y) differential pressure or (z) flammability.