Terms and Conditions of Sales Order

CUSPRO, INC.

THIS SALES ORDER IS PLACED SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY NOT BE VARIED EXCEPT BY A WRITING SIGNED BY CUSPRO, INC.'S AUTHORIZED REPRESENTATIVE.

1. TERMS, ACCEPTANCE AND ENTIRE CONTRACT. This sales order becomes a contract on the first to occur of the following events: (1) when a signed acceptance by Buyer which does not vary the price, delivery schedule, or goods described in this sales order is received by CUSPRO, INC.; or (2) when shipment according to schedule of all or any portion of the goods covered by this sales order shall be made; or (3) when written approval is given by CUSPRO, INC. of the price and delivery schedule of the goods as stated by Buyer, if Buyer's written acceptance of the sales order contained either (a) a different price or delivery schedule or a different type of item or (b) no price or no delivery schedule for the item or items to which Buyer's acceptance applies; or (4) if the goods are to be specially manufactured for the Buyer or contain custom artwork or printing, then when CUSPRO, INC. has made either a substantial beginning of their manufacture or commitments for their procurement. Except as provided in the preceding sentence, it is a condition of this sales order that any provision printed or otherwise contained in any acceptance hereof, inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this sales order, shall have no force or effect, and that the Buyer by such acceptance hereby agrees that any such provisions therein or any such alterations in this sales order shall not constitute any part of this contract of purchase and sale. Buyer agrees that any such provisions contained in Buyer's purchase order or acceptance may be changed by CUSPRO, INC. to conform to this sales order, and Buyer will make payment accordingly. Buyer and Seller are merchants with respect to the subject matter hereof, and this contract contains the final, complete and exclusive expression of the entire agreement of the parties with respect to the subject hereof, and supersedes all prior or contemporaneous agreements or representations, oral or written, by or between the parties relating to the subject hereof. This contract may be changed only by an instrument in writing signed by CUSPRO, INC. and accepted by Buyer. Failure of either party to enforce any of its rights hereunder shall not constitute a waiver of any such rights or of any other rights hereunder.

2. ORDER BINDING UPON ACKNOWLEDGMENT. This sales order is subject to acknowledgment by CUSPRO, INC. as Seller at its home office in Oviedo, Florida. It will be acknowledged to the Buyer promptly upon receipt. This sales order is not subject to cancellation or reduction in quantity nor may it be modified in any respect without the written consent of the Buyer and CUSPRO, INC. In the event CUSPRO, INC., in its sole untrammeled discretion, permits the cancellation of this sales order, Buyer will pay all costs incurred to date, plus a $65.00 order cancellation charge ($200.00 on any Custom Service or Custom Manufacturing Orders).

3. PRODUCT DISPLAY & TRADEMARKS. The artwork, designs, and trademarks imprinted on the products displayed on our website are reproduced solely as examples of the type and quality of decorated products available. The display of these images is not intended to imply that the products are either endorsed by, or produced for, the owners of the artwork, design, or trademark.

4. ADVERTISING, ARRANGEMENT, TYPE AND ARTWORK. Advertising arrangement and the size and style of type shall be left to the discretion of CUSPRO, INC. The Buyer agrees to pay the costs of all cuts and artwork, in addition to the price of this sales order. Cuts and artwork shall remain the property of CUSPRO, INC. unless otherwise requested by Buyer and written on this sales order at the time this sales order is taken.

The Buyer agrees at its own expense that it will defend all suits or proceedings instituted against CUSPRO, INC. insofar as the same are based upon any claim that the picture, plate, artwork, logos or other materials furnished by Buyer under this sales order, or any part thereof, constitutes an infringement or alleged infringement of any patent, trademark, trade name or trade secret or any similar common law right by reason of the sale or use of such goods or materials, and Buyer agrees that it will pay all costs, damages and profits recoverable in any such suit, and to reimburse CUSPRO, INC. for any and all expenses (including but not limited to attorney's fees) in connection therewith.

5. COPYRIGHTS & TRADEMARKS. By submitting designs, logos, or any other material to CUSPRO, INC. for use in producing the items ordered, you (the "Buyer") warrant and represent that you are the sole, legal owner or licensee of all rights. Materials will be accepted by CUSPRO, INC. under the assurance that they are submitted in full compliance with all applicable laws regarding trademarks, service marks, copyrights, rights of privacy, patents, or similar protections.

6. OVERRUNS OR UNDER-RUNS. Because it is not always possible to print exact quantities, the Buyer agrees that overruns or under-runs not exceeding 10% of the quantity ordered will be accepted as fulfillment of this order with a pro rata price adjustment based on the actual quantity shipped. On some goods the overruns or under-runs may exceed 10%. If applicable, this will be stated on this sales order, and Buyer by its acceptance hereof agrees to such term. Custom Manufactured Orders will be shipped exact quantity.

7. UNAVOIDABLE DELAYS (FORCE MAJEURE). Production and delivery of goods ordered is contingent on materials and labor being available. CUSPRO, INC. shall not be liable for acts of God, warfare, riots, strikes, laws, regulations, and/or other conditions beyond our control.

8. SHIPMENT & RISK OF LOSS. All orders are sold F.O.B. shipping point. Transportation charges must be paid by the Buyer. Unless a method of shipment is specified by the Buyer on this sales order, CUSPRO, INC. may select the most appropriate method of shipment. Delivery to the carrier or forwarder shall be deemed delivery to the Buyer and CUSPRO, INC. shall not be liable for delays or damage in transit. Claims for any such loss must be made directly to the carrier by the Buyer.

9. PRESENTATION OF CLAIMS. Any claim as to quantity, quality, failure to conform to this Sales Order, or for any other cause, shall be deemed waived by the Buyer unless written notice of such claim is received by CUSPRO, INC. within ten (10) business days after receipt of delivery by Buyer. Prior written authorization from CUSPRO, INC. is required before return of merchandise. Unauthorized returns will be refused and returned to sender.

10. TAXES. Buyer acknowledges liability for and agrees to pay all federal, state, and local taxes applicable to goods to be shipped and amounts to be paid on this sales order, unless Buyer provides CUSPRO, INC. with an acceptable, valid tax exemption certificate prior to production.

11. TERMS OF PAYMENT. Orders must be prepaid in full, unless otherwise specified, by Credit Card, ACH, Wire Transfer or Check. Any exceptions to this term will be noted on the sales order form and invoice. All payments to be made to CUSPRO, INC. Only payments received at CUSPRO, INC.'s home office will be recognized as payments on this sales order. Make check or money order payable only to CUSPRO, INC. Do not pay cash or issue a check or money order payable to any sales person.

If Buyer sells, assigns, or discontinues his business, or refuses and/or fails to accept delivery of goods ordered, any amount owing becomes immediately due and payable in full. Interest of 1½% per month is applied to all invoices past due and Buyer agrees to pay interest at such rate on such past due amounts. THIS CHARGE DEVELOPS AN EFFECTIVE ANNUAL INTEREST RATE OF 18% OR THE MAXIMUM ALLOWED BY LAW. In the event that collection becomes necessary, all collection expenses, attorney's fees, and court costs shall be paid by the Buyer. Buyer will pay a fee of $60.00 or 5 percent of the face amount of the check or preauthorized charge, whichever is greater, if the check or preauthorized charge is dishonored.

NOTE: By processing Payment with Credit Card, Check, Wire Transfer, ACH or other means accepted by Seller CUSPRO, INC., Buyer confirms that all details specified in the Sales Order and/or Imprint Proof provided are correct and approved by Buyer and subject to the Terms & Conditions of Sales Order (Terms & Conditions) and agrees to be bound thereby. No additions or modifications will be binding upon CUSPRO, INC. as Seller unless agreed to in writing by CUSPRO, INC.

12. MINIMUM ORDER QUANTITY. The minimum order quantities allowed are explicitly specified on each individual product page. In the event these requirements exceed your desired quantities, please contact us for alternative solutions. For select items where a Less-Than-Minimum (LTM) quantity is permitted, additional setup and processing charges will apply.

13. ORDER CHANGES & CANCELLATION. We will make every reasonable effort, upon your request, to modify or cancel your order. If the Buyer cancels within 24 hours of placement and no design, layout, artwork preparation, or production work has commenced on the Buyer's behalf, no cancellation fee applies. In any other event, the Buyer agrees to pay all material, design, layout, artwork preparation, custom composition, and manufacturing costs incurred up to the date of cancellation, plus a $65.00 order cancellation fee ($200.00 for Custom Service or Custom Manufacturing Orders).

14. CUSTOM DESIGN & ARTWORK FEES. Any custom design, layout, artwork composition, or imprint preparation performed by CUSPRO, INC. at the Buyer's request is billable at our standard hourly rate or as quoted, regardless of whether the order proceeds to production. If the Buyer cancels after custom design work has commenced, the Buyer agrees to pay for all such work completed up to the date of cancellation, in addition to any applicable cancellation fee.

15. REFUNDS. Refunds, when approved at the sole discretion of CUSPRO, INC., will be issued within 30 days of approval, less a non-refundable fee equal to the greater of (a) 4% of the transaction amount, (b) $15.00, or (c) the actual fee charged by the payment processor. This fee covers payment processing costs and administrative handling, including bank and postage charges.

16. WARRANTIES & LIMITATION OF LIABILITY. CUSPRO, INC. warrants that the goods will be merchantable and specifically disclaims all other warranties expressed or implied from the parties' course of dealing, course of performance hereunder, or from usage of trade, specifically including disclaiming any warranties that the goods are fit for any particular purpose. Buyer assumes all risk and liability resulting from use of the product delivered hereunder, whether used singly or in combination with other products.

17. CONTROLLING LAW & VENUE. The Sale and Sales Order shall be construed and enforced under the laws of the State of Florida, with legal jurisdiction and venue residing in the courts serving Oviedo, Florida. The enumeration herein of certain rights does not exclude others which are given by law. No waiver by the Seller of any conditions appearing herein shall be deemed to constitute a waiver of terms or any other conditions hereof with regard to that transaction or a waiver of any conditions hereof with regard to subsequent transactions.

CUSPRO, INC. | info@cuspro.net | 407.278.8980 | Version: 2026-09-21

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