1. Terms. The terms and conditions set forth herein (the “Terms”), and any modifications or additions thereto by Bauer Hockey, LLC (for sales in the U.S.) and Bauer Hockey Ltd. (for sales outside the U.S.) shall apply to you, (the “Customer”) relating to the purchase and sale of Seller’s custom products (the “Custom Products”) and shall constitute the entire agreement and understanding of Seller and Customer with respect to the transactions contemplated hereby. These Terms shall control irrespective of any inconsistent or additional terms and conditions, whether printed or otherwise, set forth in any communication from Customer to Seller, or which otherwise would be deemed established by any course of dealing, course of performance or usage of trade, unless otherwise provided herein. By ordering Custom Products, Customer agrees to accept and be bound by these Terms.

2. Acceptance of Order by Seller. Seller shall not be deemed to have accepted any order (or any portion thereof) of Customer, with respect to any of Seller's Custom Products until such order has been approved by Seller at its home office and such Custom Products have been delivered by Seller to the carrier for delivery to Customer as provided herein. Seller may choose not to accept or cancel an order at any time in its sole discretion.

3. Sale by Customer. Not for resale. Unless otherwise agreed to in writing by Seller, Customer shall resell the Custom Products only to player(s) or team(s), for whom the Custom Products were ordered, in the United States (if a Customer of a US Seller entity) or Canada (if a Customer of a Canadian Seller entity). Customer shall not purchase Seller Custom Products from any source other than Seller. Customer expressly acknowledges and agrees that the damages suffered by Seller for a breach of this Section 3 are impossible to estimate or quantify at this time, and that such harm and damages suffered by Seller are likely to be irreparable. Therefore, Customer agrees that liquidated damages shall be awarded to Seller in the amount of Five Hundred US Dollars (US$500) for each Custom Product sold or purchased by Customer in violation hereof.

4. Prices and Payment. Seller’s prices are subject to change, at any time and without notice, and shall be those prices in effect for its Custom Products at the time of shipment. Invoices shall be issued upon shipment of an order. Unless otherwise agreed in writing, prices are F.O.B. Seller's place of manufacture and/or distribution of the Custom Products. Customer shall also pay and be exclusively liable for all costs of shipping, delivery, insurance and the like from the delivery point. Terms of payment shall be as stated in the sales programs; payment shall be made in cash in United States or Canadian dollars (as stated in invoice), with such discounts (if any) for earlier payment as Seller may specify on the invoice(s) delivered by it to Customer in connection with deliveries of the Custom Products. Payment shall be remitted to the address specified on the invoice; remittance stubs shall be included with all payments. Unless otherwise specified, all payments received will be applied firstly to accrued service charges, if any, and then to the oldest unpaid invoices. A $25.00 service charge shall be applied to all returned checks. Discounts shall apply only if all invoices are paid in full by their due dates. All overdue payments shall be subject to an additional interest and service charge calculated at the lower of eighteen percent (18.0%) per annum or the highest rate allowed by applicable law. If, in the sole judgment of Seller, Customer's financial condition at any time does not justify the commencement or continuance of Seller's delivery of the Custom Products hereunder, Seller may make a written demand for full or partial payment in advance, suspend its performance until such payment is made and cancel all or any part of Customer's order if Seller does not receive such payment within thirty (30) days after such demand. In the event of collections by a third party, all outstanding invoices shall be accelerated and become immediately due and payable regardless of the original due date(s) on the invoice(s). Customer shall be liable for all costs incurred by Seller to collect payments due from Customer, including without limitation attorneys’ fees and collection agency fees. Customer shall not set off against or deduct from any amounts due to Seller all or any part of any amounts owed or alleged to be owed by Seller to Customer or any damages or losses which Customer may have sustained or allege to have sustained as a result of any breach or alleged breach by Seller of any obligation of any kind to Customer (whether or not arising hereunder or in connection herewith).

5. Taxes. Prices do not include any tax or other governmental charge or assessment upon the sale, shipment, production or use of Custom Products ordered or sold hereunder. Customer shall be solely responsible for, and shall pay to Seller upon demand by Seller, any such tax, charge or assessment (other than any such tax on or measured by Seller's income).

6. Title and Risk of Loss. Title to the Custom Products supplied shall pass to Customer when delivered to the carrier, and thereafter, except as otherwise specifically provided herein, all risk of loss and/or damage to the Custom Products ordered hereunder shall be borne by Customer.

7. Personalized text and use of images and logos. Each uploaded text, image and logo will be reviewed upon order. By placing an order Customer represents and warrants that it has the full right and authority to use any trademarked or copyrighted material submitted for inclusion in the Custom order. Seller reserves the right not to produce personalized text, images or logos and to reject and cancel orders for Custom Products containing text, images or logos that contain: trademarked or copyrighted material if written authorization has not been obtained from the appropriate organization/owner/holder and provided to the Seller, inappropriate text, competitor graphics, celebrities, drugs, alcohol, pornography, violence or offensive content. Customer shall be notified in advance of any rejection and cancellation for any of these reasons.

8. Order Cancellation by Customer. Once a Custom order has been placed, the order is considered complete and cannot be changed or adjusted. Customer must double check its selections and personalized text. Bauer is not responsible for any error made by the Customer when ordering the Custom Product. Due to the personalization aspect of Custom Products, once a Custom Products order has been submitted, it cannot be returned or refunded. All Custom Products are final sale.

9. Delivery. Seller shall attempt in good faith to deliver Custom Products in accordance with the instructions set forth herein, or on such other schedule as Seller may provide to Customer in any communication or response to an order, but Seller does not guarantee to meet such schedule. Delivery shall be by such modes of transport and such carriers as Seller, in its sole discretion, shall deem appropriate. During any period of shortage of any of the Custom Products, Seller shall have the right to prorate and/or allocate its supply of such Custom Product among its customers under any orders and contracts in any manner as Seller may deem appropriate.

10. Inspection by Customer; Return of Custom Products. Customer shall carefully examine and check all deliveries of Custom Products as they are received and report to Seller within ten (10) business days of delivery any alleged: (i) error, i.e. if Seller has made an error in not providing the Custom Product selected, or in not using the correct personalized text or images or logos provided, by Customer in its order, Seller shall replace the Custom Product to satisfy Customer’s order, (ii) shortage, (iii) defect or nonconformity of any such Custom Products (a “Return Request”) in accordance with this Section 10. If Seller determines that the Return Request is warranted it will issue a return authorization to  Customer in connection with such Return Request (a “Return Authorization”) and Customer shall promptly return the Custom Products to Seller for inspection. Seller reserves the right to refuse delivery of any Custom Products returned without a Return Authorization. Any failure by Customer to examine and deliver a Return Request within ten (10) business days after delivery of the Custom Products shall constitute a waiver by Customer of any claim or right of Customer against Seller arising hereunder or by laws with respect to any such error, shortage, defect or nonconformity reasonably discoverable by such examination and check.

11. General Warranty Terms. Limitation of Liability. The following Custom Products are warranted against defects in manufacturing and workmanship per the following terms: -For a period of ninety (90) days from the date of delivery to the Customer: -Custom skate boots; -Custom skate runners; -Custom hockey equipment (excluding custom helmets – see below); -Custom visors purchased separately; and -Custom goalie masks. -For a period of one (1) year from the date of delivery to the Customer: -Custom molded skates, skate holders; and -Custom helmets and helmet combos (wire/visor/shields). The following Custom Products do not have any warranty: -No Warranty: -Custom pro stock and team sales sticks (custom composite sticks/shafts/blades); and -Custom skates without holders already mounted on the boots: The custom skates are assembled with holders. The purchase of a pair of custom skates without holders already mounted on the boots at the request of the Customer voids all warranties and Seller shall not be liable for any related injuries. Please note that cracked or damaged custom helmets and visors, and broken custom sticks will not be returned from our repair depot. Seller warrants the Custom Products against manufacturing defect, from the date of delivery to the Customer, for such periods as specified by Seller in writing for each specific Custom Product. Liability of Seller under or in connection with any sale of defective Custom Products shall be limited, at the sole option of Seller, to the repair, replacement, or full or partial refund of the purchase price, of any of the Custom Products or parts thereof. The foregoing remedy shall constitute the sole and exclusive remedy of Customer under or in connection with any sale of the Custom Products. Except for Custom Products with no warranty, all Custom Products alleged by Customer to be defective must be returned to the Seller, together with proof of purchase. Customer is not authorized to replace any allegedly defective Custom Product returned by a player or team; Customer must return the Custom Product to Seller in accordance with Seller’s return procedure. If after complete inspection, Seller determines that the Custom Product is defective, it will be repaired or replaced free of charge and if Seller determines that the Custom Product is not defective, Seller will levy a predetermined charge for the repair of broken Custom Products that can be repaired but to which this warranty policy does not apply. IN NO EVENT SHALL SELLER BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE CUSTOM PRODUCTS, ANY SALE THEREOF, OR SELLER’S RELATIONSHIP WITH CUSTOMER.


13. Modification and Cancellations by Seller. Except as expressly provided herein, these Terms may not be modified, terminated, or repudiated, in whole or in part, except in writing executed by an authorized representative of Seller. Seller may, at its sole option, treat any attempted modification, termination or repudiation to which it does not assent in writing as a breach of the entire agreement and recover from Customer all of Seller's damages (including without limitation special, indirect, consequential and incidental damages) resulting therefrom or arising in connection therewith. Upon any breach by Customer or failure by Customer to comply with any of the Terms, or if Customer becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature) or becomes the subject of any proceeding under any state, provincial or federal bankruptcy law or other law for the benefit of creditors or relief of debtors or makes any assignment for the benefit of creditors, Seller shall have the right to immediately cancel or terminate any and all agreements with, or obligations to, Customer relating to sales of the Custom Products in whole or in such part as Seller in its sole judgment shall deem expedient, and recover from Customer all of Seller's damages (including without limitation special, indirect, consequential and incidental damages) resulting therefrom or arising in connection therewith.

14. Waiver. Seller shall not be deemed to have waived any provision hereof, or any breach by Customer of any provision hereof, unless specifically set forth in writing and executed by an authorized officer of Seller, and no waiver by Seller of any provision hereof or any breach by Customer hereunder shall constitute a waiver of such provision or breach on any other occasion.

15. Severability. The invalidity or unenforceability, in whole or in part, of any provision, term or condition hereof shall not affect in any way the validity and enforceability of the remainder of such provision, term or condition or of any other provision, term or condition hereof.

16. Governing Law. The Terms and the transactions contemplated hereby shall be governed by, and construed and interpreted in accordance with, the laws of the State of New Hampshire, U.S.A. (for sales by US Seller companies) or the Province of Ontario, Canada (for sales by Seller companies outside the U.S.), excluding their conflict of laws provisions and the courts located in New Hampshire, U.S.A. (for sales by US Seller companies) or Toronto, Ontario, Canada (for sales by Seller companies outside the U.S.) shall have exclusive jurisdiction to hear any disputes arising hereunder. This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all other understandings whether oral or written.