ALL ORDERS FOR MATUSE PRODUCTS CONSTITUTE ACCEPTANCE OF
THE FOLLOWING TERMS AND CONDITIONS

TERMS

• Terms are available with approved credit by Matuse, INC. (“Matuse”). First orders are cashiers check or money order C.O.D up to $3,000—unless credit is pre-approved.
• Buyer Incentive Program (discounts for “Pre-book” and “Pre-pay” orders only):
• Spring/Summer “Pre-book” Orders:
• $2,000 pre-book: 2% discount
• $4,000 pre-book: 4% discount
• $6,000 pre-book: 6% discount
• Fall/Winter “Pre-book” Orders:
• $3,000 pre-book: 2% discount
• $6,000 pre-book: 4% discount
• $10,000 pre-book: 6% discount
• Order date is determined by postmark date or date the order is received by Matuse or its representative.
• Adjustments to pre-season orders must be made (30) days in advance of ship date.
• Matuse reserves the right to ship up to (20) days prior to the requested ship date.
• Matuse will cancel back orders of more than (60) days unless advised otherwise by the dealer.
• All shipments to stores within the state of Hawaii will be charged ½% excise tax.
• All prices are subject to change without notice

PAST DUE ACCOUNTS

• Accounts that are past due (60) days on amounts over $2,000 will be put on hold.
• Accounts past due for (90) days will be considered for collections.
• Any invoice paid late constitutes loss of any discounts.
• Purchaser will be held liable for any and all collections costs, attorney’s fees and costs of legal suit relating to purchaser’s breach of this agreement.
• All past due amounts will be subject to a service charge at the highest legal rate plus reasonable attorneys fees if needed to enforce collection.
• Any current shipment will become ineligible for discounts while an outstanding balance remains.
• Checks returned as non-sufficient funds (“NSF”) constitutes loss of any discount for that invoice. A service charge of $25.00 on all or returned checks will be charged to your account; additional bank charges associated with NSF checks will be charged to the purchaser.

FREIGHT AND DELIVERY

• All shipments are F.O.B San Diego, CA. Delivery to Carrier constitutes delivery to customer. Shipments via UPS or Federal Express. Discounts not permitted on freight charges F.O.B. point of origin. All freight charges will be charged to your account. There will be a $25.00 service charge for all refused shipments.
• Matuse shall not be responsible for any claims or damages resulting from any delay in delivery or failure to perform which results from governmental regulations, or strike, lockouts accident, fire, delays in manufacture or transportation, acts of God, alien invasion or any other causes beyond the execution of any contract by any cause, Matuse reserves the right to fill this order in proportion to production.
• In the event Matuse shall be unable to manufacture any style contained in this order, Matuse shall not be liable for non-delivery of such merchandise.
• All orders received by Matuse are subject to acceptance by Matuse and may be rejected without cause or liability.

RESALE POLICY

• Selling Matuse products outside of your physical location is not permitted without written approval.

GRAY MARKET PRODUCTS

• Matuse will immediately cease doing business with any retailer that purchases Matuse products from sources other than Matuse, INC.—or any business found to be supplying an unauthorized dealer with our products.
• Transshipping of Matuse products to non-authorized retailers, distributors, agents or E-Commerce companies and/or selling products over internet “auction” sites is strictly prohibited and grounds for account termination.

SPECIAL EVENTS & “EXPOS”

• Retailers must obtain prior written approval to sell Matuse products at sporting or other outdoor or indoor events.

CHANGES OF LOCATION OR OWNERSHIP AND NEW BRANCH OPENINGS

• Matuse requires retailers who are changing location, changing ownership or opening a new branch to obtain your approval from us for Matuse product distribution.
• Matuse has the legal right to make decisions relating to the distribution of our products relating to geographical areas as well as vehicles of distribution used.
• All dealers are required to submit new account applications to their sales representative when adding new locations or moving locations. All decisions relating to the above are made based on the many variables involved by Matuse’s management on a case by case basis.

PRICING POLICY

• Matuse has established suggested retail prices on products as delineated in its retail price lists. Matuse will independently monitor compliance with this policy and will discontinue sales to any dealer that fails to adhere to the suggested price lists without written authorization to do so.
• At-once orders will be invoiced at the prices prevailing on the date orders are made.

CLAIMS

• For shortage or wrong style, size, and color, claims must be filed with Matuse within 5 days after receipt of shipment.
• No merchandise may be returned without prior written authorization.

DISTRESSED MERCHANDISE

Matuse recognizes that distressed merchandise periodically happens and that retailers may not be able to sell it. In such an event, unless you are selling such goods in your own pre-approved outlet, please contact our Sales Manager and indicate which distressed goods you wish to sell (including quantity and product code) and to whom you wish to sell them. Any transfer or sale of such merchandise to any reseller—including retailers that are approved to sell Matuse products—may occur only with prior authorization.

TRADEMARK USAGE IN MEDIA & ADVERTISING

• No retailer can offer Matuse products for sale via national print advertising, direct marketing catalog, electronically via the internet, or any other media without specific signed authorization from Matuse.
• Image style advertising is allowed; however, “call for pricing” in the advertising of Matuse products is not allowed.

• Any retailer interested in using Matuse trademarks must first contact Matuse. Authorized imagery will be sent via email within 7 days of approval.
• Matuse product catalogs are in their entirety copyright information and permission to scan images and copy information from these catalogs must be written by permission.
• Anytime you refer to Matuse in your catalog or web site, you must use the approved Matuse registered trademarks.
• Matuse reserves the right to review advertisements to ensure that information is correct.
• Matuse approved logos and/or trademarks may be used in the retailer’s catalog and/or on the web site so long as:

• They are not the only brand trademarks represented on the site.
• The use or position of the logos, word marks and/or trademarks does not imply or suggest that the retailer’s brochure, print-advertising, catalog or website are owned or managed by Matuse.
• No Matuse trademarks may be used in the retailer’s domain name nor may Matuse trademarks be excessively used in metatag or any other type of searchable web site identification conventions.

BEST EFFORTS

• The retailer will use its best efforts to promote the sale of Matuse products in their catalog and/or website by:
  • Educating the consumer about Matuse products by using Matuse approved product descriptions about Geoprene, fabric fit, form and function.
  • Presenting Matuse products in a manner consistent with their nationally advertised images.

Matuse, INC. 2007-2009. All rights reserved.