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Contract for Sale of Textiles

[date]

Seller's Order No. ----------

Buyer's Order No. ----------

FOB ----------

Terms ----------

Delivery ----------

Shipping Instructions ----------

1. Description of Goods. Buyer agrees to purchase and Seller agrees to sell the following goods:

[schedule of goods specifying quantity, length of pieces, width, description, quality, price per yard] (Hereafter the goods.)

2. Terms and Conditions. This order is subject to the terms stated in this Contract.

3. Acceptance. This Contract is effective when accepted in writing by Seller or when Buyer has accepted delivery of the whole, or any part, of the goods.

4. Discounts. Payment terms are not to exceed a discount of ---------- percent (----------%) on payments received no later than [number] days following the end of the month in which the sale is made. Additional dating as of the first day of the following month may be given on any goods delivered after the twenty-fifth of the month. No optional terms will be given.

5. Payments and Credit.

a. Anticipation Payments. Anticipation of payments will be at the rate of ---------- percent (----------%) per year. Buyer will pay ---------- percent (----------%) interest per year on all overdue bills.

b. Line of Credit. If the total due under this Contract exceeds the line of credit agreed upon with Seller or Seller's factor, Buyer will pay cash or prepay any shipments in excess of Buyer's credit line. If, in the opinion of Seller or Seller's factor, Buyer fails to make such prepayment or if Buyer's financial condition warrants, Seller or Seller's factor may, at any time, limit or cancel Buyer's line of credit. In that event, Seller may demand cash payment before delivery of any part of the goods.

c. Remedies for Failure to Pay. If Buyer fails to make any payment within [number] days after written demand by Seller, Seller may (i) cancel this contract; or (ii) sell all or any part of the undelivered goods after notice to Buyer at public or private sale (and Buyer will be responsible for any deficiency in the selling price); or (iii) bill Buyer for all or any part of the undelivered goods on the dates of delivery stated in this Contract.

6. Payments and Disputed Items. Buyer agrees to pay for any delivery of goods as to which Buyer has no dispute regardless of the existence of any disputes regarding other delivered or undelivered goods.

7. Delays in Delivery. Seller is not liable for any delay in delivery due to accidents, strikes, fires, or causes beyond Seller's control. If such delay exceeds [number] working days, Buyer may, by written notice to Seller sent by registered or certified mail, return receipt requested, cancel all or any part of the goods delayed, which are not delivered within [number] days after such notice. If such delay exceeds [number] days, Seller may cancel by written notice to Buyer.

8. Delivery. In the absence of shipping instructions to the contrary, the acceptance of a shipment by a common carrier or licensed public trucker constitutes delivery.

9. Good Delivery and Tender. Shipments made within [number] days after the specified delivery date constitute good delivery. Tender made within [number] days after the specified delivery date constitutes good tender.

10. Defects. Seller is not liable for normal manufacturing defects and for customary variations from specifications. Any dispute or claim regarding finished goods must be made in writing within [number] working days after receipt by Buyer. Buyer will make no claim or be granted any allowance for goods specifically manufactured after they have been cut.

11. Damages. Seller is not liable for remote, rebets, special, speculative, or consequential damages. Seller is not liable for loss of profits under any circumstances.

12. Disputes.

a. Arbitration. All disputes arising out of this Contract or any modification will be settled by arbitration in [city], under the rules of the American Arbitration Association, or its successor.

b. Jurisdiction. Buyer and Seller consent to jurisdiction in the [court, state], for all purposes including enforcement of any arbitration agreement, and entry of judgment on any arbitration award.

c. Service. Buyer and Seller consent to service of process or notice of motion or other application to a court or judge outside [state] by registered or certified mail, return receipt requested, or by personal service, provided a reasonable time for appearance is allowed.

13. Modification and Waiver. This Contract may only be modified by written agreement. No waiver of any default will be deemed a waiver of any subsequent default.

14. Time Allowed for Selections. If Buyer does not select colorings, designs, or patterns, or furnish assortments of complete specifications for the goods within [number] days, Seller can make such selections, assortments, or specifications for Buyer. If, however, Seller permits Buyer to supply or complete selections, assortments, or specifications after such date, Seller may delay delivery of such goods by an equal amount of time.

[signature]

Buyer

[dated]

Accepted:

[signature]

Seller

[dated]