These Terms and Conditions (“Terms”) apply to all (i) all orders placed with Project Ninety Six LLC, an Indiana limited liability company (the “Company”) subject to a statement of work or other written agreement (the “Managed Apparel Agreement”) with a customer (a “Managed Apparel Customer”) and (ii) all customers who are not Managed Apparel Customers who place orders with the Company (collectively, the “Customers”), including through the Company’s website. 

1. Engagement:  The Company operates a website pursuant to which employees of a Managed Apparel Customer  and other customers may purchase apparel and other accessories (the “Goods”). 
2. Orders: All orders placed through the Company's website or otherwise are subject to acceptance by the Company. The Company reserves the right, in its sole discretion, to refuse or cancel any order for any reason, including but not limited to product availability, errors in product or pricing information, or suspected fraud. If an order is canceled after payment has been processed, the Company will issue a refund for the canceled items. The receipt of an order confirmation does not constitute acceptance of an order by the Company. 
3. Website Disclaimer: The Company attempts to be as accurate as possible in describing Goods on its website. However, the Company does not warrant that product descriptions, images, colors, sizing information, pricing, or other content on the website is accurate, complete, reliable, current, or error-free. Product colors displayed on the website may vary depending on Customer's monitor settings. If a Good received by Customer does not match the website description, Customer's sole remedy is to return the Good in accordance with Section 6 of these Terms. 
4. Pricing: The prices for Goods are set forth in a Managed Apparel Agreement or the Company’s website, as applicable, and are subject to change by the Company at any time. 
5. Shipping and Risk of Loss: The Company will arrange for shipment of Goods to the delivery address provided by Customer. Shipping and handling charges will be displayed at checkout and are the responsibility of Customer unless otherwise specified. Title to and risk of loss of all Goods shall pass to Customer upon delivery of the Goods to the common carrier at the Company's shipping point. The Company is not responsible for delays, loss, or damage caused by the carrier. Delivery dates provided by the Company are estimates only and are not guaranteed. 
6. Returns:
7. 1. Goods which are unwashed, unworn, and unaltered may be returned by Customers to Company for any reason within sixty (60) days of such Good being delivered to Customer and/or the Customer’s employee, as applicable, after which no returns of a Good will be allowed.
   2. Goods that have been embroidered or have heat transfers, patches or screen printing applied which meet the requirements in Section 6.a will be returnable unless such garments are personalized with an individual’s name.
   3. For Managed Apparel Customers, the Company will track all Goods which are eligible for return as set forth in this Section 6, and the Company will use such Goods to fill future orders for Customer. 
7.  Obsolete Goods:
8. 1. Goods that become Obsolete will be shipped to a Managed Apparel Customer on a quarterly basis.
   2. A Managed Apparel Customer shall pay Company for such goods pursuant to the payment terms for Goods set forth in the applicable Managed Apparel Agreement.
   3. “Obsolete”  means: (1) Goods the manufacturer discontinues; (2) branded items that a Managed Apparel Customer requests in writing that the Company cease offering to such customer’s employees; (3) branded items in Company’s inventory when Customer requests a logo change for its items; or (4) actively branded items that have been in the inventory of Company for more than two (2) years. 
8. Waiver / Indemnification:  Customer acknowledges that the Company is only a reseller of Goods, and therefore the Company shall have no liability to Customer or any third party for any loss, damage, injury or death caused or allegedly caused by any Goods, and Customer hereby releases the Company and its owners, affiliates, managers, directors, officers, employees, representatives, and independent contractors (collectively, the “Company Releasees”) from any and all claims, demands, liabilities, losses, including any damage to property, or injury to or death of any person,  or any expenses (including, but not limited to, attorney’s fees and court costs) in any way relating to the foregoing. Customer shall indemnify, defend, and hold harmless the Company Releasees from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) Customer's use of any Goods; (b) any breach of these Terms by Customer; (c) any claims by Customer's employees or any third party related to Goods purchased by Customer; (d) any claims of infringement with respect to any designs/logos with respect to any Goods; and (e) Customer's negligence or willful misconduct. 
9. Limitations: The Goods provided by the Company  are delivered “AS IS” and without warranty of any kind, whether express, implied or statutory. Company disclaims any and all implied warranties, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.  Customer acknowledges that the Goods sold by Company are not manufactured or otherwise modified by Company.  Information regarding Goods on the Company’s website should not be used as a substitute for reviewing OSHA regulations and recognized safety standards or take the place of safety training or hazard analysis.  Customer is responsible for determining that any Good purchased is appropriate for the intended use and provides the protection level needed to safely perform the work for which it was selected by customer, including, the adequate level of flame resistance. 

The Company’s aggregate liability in connection with Good(s) purchased subject to these Terms shall in no event exceed the amount paid by the Customer for such Good(s). In no event shall Company be liable for any indirect, special, incidental, consequential, punitive or extraordinary damages of any kind, including but not limited to loss of use, loss of time, inconvenience, lost profits or other damages with respect to persons, business or property, whether as a result of breach of warranty, negligence, product defect, or otherwise, even if the Company has been advised of the possibility of such damages. Customer acknowledges that, unless the garments furnished hereunder are NFPA certified “FR” rated garments, the garments are for general purpose and are not recommended for use in areas of flammability risk or where contact with an ignition source is possible. 

10. Force Majeure:  Company will not be liable for any delay in the performance of its obligations under these Terms and/or any Managed Apparel Agreements  or any damages suffered by Customer by reason of such delay, when such delay is directly or indirectly caused by or in any manner arises from: fires; floods; accidents; riots; acts of God; governmental interference; pandemics or epidemics; war; embargoes; labor difficulties; shortages of fuel, power or materials; transportation delays; any existing or future laws or acts of any government affecting the conduct of Company’s business; or any other causes (whether or not similar in nature to any of those specified above) beyond the Company’s reasonable control. 
11. Terms of Payment: Customer agrees to pay for all Goods pursuant to the Managed Apparel Agreement, or if no such agreements exist, at the time of Customer’s order of a Good. All amounts not timely paid shall be subject to a charge of 1.5% per month on the outstanding balance. Company reserves the right to suspend or cancel any pending or future orders if Customer has any outstanding balance that is more than thirty (30) days past due. 
12. Miscellaneous: It is agreed by Customer and Company that the Managed Apparel Agreements (if any) and these Terms shall be interpreted according to, and consistent with, the laws of the State of Indiana. The Managed Apparel Agreements (if any) and these Terms set forth the entire understanding of the Customer and Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, commitments or any other writings or communications with respect to such subject matter between the same. 
13. Electronic Communications: By using the Company's website or placing an order, Customer consents to receive electronic communications from the Company, including order confirmations, shipping notifications, promotional emails, and other notices. Customer agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. Customer may opt out of promotional emails by following the unsubscribe instructions in such emails, but Customer may not opt out of transactional communications related to orders. 
14. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions shall continue in full force and effect. 
15. Dispute Resolution and Class Action Waiver: Any dispute, claim, or controversy arising out of or relating to these Terms or the purchase of Goods shall be resolved exclusively in the state or federal courts located in Marion County, Indiana. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Customer waives any right to participate in a class action lawsuit or class-wide arbitration against the Company. CUSTOMER AND COMPANY EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE PURCHASE OF GOODS. The Company shall be entitled to recover from Customer all of the Company’s legal fees and costs (including attorney’s fees), in any action to enforce or defend the Managed Apparel Agreement (if applicable) and these Terms to the extent the Company prevails on any claim in such action. 
16. Authority: Customer acknowledges it has read the Managed Apparel Agreements  (if applicable) and these Terms in their entirety and understands all of the provisions.  Customer warrants to Company that the person acting on Customer’s behalf with respect to these Terms has the power and authority to take action on behalf of Customer and to bind the Customer with respect to the same. 
17. Amendment: The Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. The Company will provide notice of any material changes by posting the revised Terms on its website or by other reasonable means. Customer's continued use of the Company's services or purchase of Goods after such notice constitutes Customer's acceptance of the amended Terms.