1. Controlling Provisions
These terms and conditions govern all ordinary course transactions between CID Resources Inc., a Delaware limited liability company and you, an authorized representative of a Customer, hereafter called “Customer”, of CID Resources Inc. These terms and conditions also apply to all future transactions unless modified in writing and signed by all parties or agreed to electronically through this site. CID Resources Inc. specifically rejects any terms or provisions which set any standards, specifications or damages related to quality and time of delivery. The Customer's acceptance of goods delivered by CID Resources Inc. in conjunction any invoice, credit application, or order confirmation is an acknowledgement by the Customer of its acceptance of these terms and conditions.

2. Payment
Payment is due net thirty (30) days from date of invoice, unless otherwise agreed in writing. A monthly delinquency charge of the greater of (a) 1½% or (b) the maximum amount allowed under applicable law, will be added to the sum due if any amount due is not paid in accordance with these terms. Failure to pay all amounts when due will be deemed to be a Default pursuant to Section 6 of these Terms and Conditions. Any payment received from the Customer may be applied by CID Resources Inc. against any obligation owing by the Customer to CID Resources Inc. regardless of any statement appearing on or referring to such payment. The acceptance by CID Resources Inc. of such payment shall not constitute a waiver of CID Resources Inc.’s right to pursue any remaining balance. The Customer is responsible for all shipping and delivery costs and risk of loss FOB Shipping Point. Should any dispute arise with respect to any goods delivered by CID Resources Inc. to the Customer, the Customer will nevertheless pay all invoices covering goods not in dispute, without setoff, defense or counter-claim. Any account payments will not extinguish any unpaid portion of the subject invoices, despite any notation on or accompanying said payment such as "in full payment", "in full satisfaction", or words of similar effect. THE CUSTOMER UNDERSTANDS THAT THIS PROVISION CONSTITUTES A WAIVER OF ITS RIGHTS UNDER APPLICABLE LAW. The Customer represents that all checks issued to CID Resources Inc. will be honored by the drawee bank, and that no checks will be so issued unless the Customer then has funds on deposit in an amount sufficient to cover all checks issued by the Customer.

3. Orders
The Customer does not have the right to cancel previously submitted purchase orders because of any delay in delivery. Orders placed may not be canceled nor work or shipment delayed except with the consent and upon the terms and conditions approved by CID Resources Inc. in writing. The Customer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within seven (7) days after receipt of the merchandise. The Customer must notify CID Resources Inc. in writing of all claims for damages resulting from late delivery or any other defect that is known to the Customer at the time the Customer accepts the merchandise. The Customer hereby waives any claim for damages resulting from any defect of which the Customer is aware, including late delivery, at the time the Customer accepts the merchandise. CID Resources Inc. will have no liability for loss or damage by reason of events beyond CID Resources Inc. reasonable control, including but not limited to delays by suppliers in providing materials, for acts of God, fire, flood, acts of war, embargoes, labor disputes, delays of carriers, regulation, shortage of labor, material or manufacturing facilities. Similarly, CID Resources Inc. will have no responsibility or liability for storage or transportation changes (for shipments to CID Resources Inc.), incurred by the Customer to return orders placed in error by the Customer.

4. Modification of Goods
Merchandise modified (i.e. washed, dyed, printed, altered in any way) by or on behalf of the Customer may not be returned, nor may the Customer make a claim relating to such merchandise. CID Resources Inc. is not responsible for fallout or loss during the garment dye process. CID Resources Inc. may agree, as an accommodation to the Customer, to purchase these items. Should CID Resources Inc. make this accommodation, the Customer authorizes CID Resources Inc. to sell such garments and warrants that it has the right to sell such goods to CID Resources Inc. and releases and indemnifies CID Resources Inc. from any liability related to labels, marks, designs or other intellectual property rights in anyway related to the sale or distributions of these goods.

5. Returns
It is the responsibility of the Customer to inspect and confirm, upon receipt, that all merchandise delivered conforms to the Customer's order. A written authorization from CID Resources Inc. must be obtained by the Customer for any returned merchandise. All returns must be made within seven (7) days of the invoice date. CID Resources Inc. will charge the Customer a restocking fee of up to 20% of the invoice amount for any returned merchandise that is returned without prior written authorization from CID Resources Inc.. The Customer authorizes CID Resources Inc. to sell any garments with the Customer's label, mark, custom, design or print that have been returned, rejected, or abandoned. In the event that CID Resources Inc. delivers non-conforming goods to the Customer, or delivers goods in quantities exceeding the quantity of goods ordered by the Customer, then CID Resources Inc. will bear all reasonable shipping and transportation costs to return the good to CID Resources Inc.; provided, however that the Customer will bear all shipment costs and expenses necessary to return goods to CID Resources Inc, which were ordered by the Customer in error.

6. Default
If the Customer becomes delinquent in payment of any amounts owed to CID Resources Inc., CID Resources Inc. may, without notice, discontinue the extension of further credit to the Customer and CID Resources Inc. will charge the Customer a past due service charge at the rate set forth in Section 2 of these Terms and Conditions, collection agency fees in the amount of 30% of such past due amount, and reasonable attorney's fees, and all other costs and expenses which may be incurred by CID Resources Inc. in the enforcement of the Terms and Conditions set forth on this invoice, credit application, or order confirmation. Any returned checks will be charged back to the Customer and a $25 handling fee will be charged to the Customer. The Customer agrees that these charges are a reasonable estimation of the damages CID Resources Inc. will incur upon the Customer's default.

7. Grant of Security Interest
To secure the prompt and complete payment and performance of all Customer obligations to CID Resources Inc. under any purchase order, credit application or other document or instrument, now existing or hereafter arising, the Customer hereby grants, pledges and assigns to CID Resources Inc., as collateral, a continuing security interest in all of the Customer's right, title and interest in and to the merchandise and goods delivered by CID Resources Inc. or its agents, to or on behalf of the Customer, and all of the Customer's accounts receivables related to such property, now or hereafter in the possession of the Customer (including merchandise purchased from CID Resources Inc. but not delivered, whether or not paid for by the Customer (collectively the "Collateral"). The Customer may not create, incur, or suffer to exist any lien on the Collateral except for the liens granted on the Collateral to CID Resources Inc. hereunder. At any time and from time to time, upon the request of CID Resources Inc., the Customer will promptly execute and deliver all further instruments and documents and take such further action as CID Resources Inc. may deem necessary or desirable to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of these Terms and Conditions, including, without limitation, the execution and filing of such financing statements as CID Resources Inc. may require.

8. Exclusion of Implied Warranties
CID Resources Inc. merchandise is manufactured and developed to the highest quality standard and is tested before leaving the manufacture. CID Resources Inc. warrants that all merchandise delivered by CID Resources Inc. to the Customer will be free from material defects in materials and workmanship upon delivery. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS AND CONDITIONS, ALL MERCHANDISE PROVIDED BY CID Resources Inc. TO THE CUSTOMER IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY, WHETHER WRITTEN, ORAL EXPRESS, IMPLIED OR STATUTORY. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL OTHER WARRANTIES IMPLIED ARE EXCLUDED FROM ANY TRANSACTION BETWEEN THE CUSTOMER AND CID Resources Inc. AND SHALL NOT APPLY TO THE MERCHANDISE SOLD BY CID Resources Inc..

9. Limitation of Liability
IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE WILL CID Resources Inc. BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR GOODWILL, NOR WILL ANY CLAIM OR RECOVERY OF ANY KIND BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE MERCHANDISE, WHICH IS THE SUBJECT OF THE DISPUTE. THE REMEDIES OF THE CUSTOMER SET FORTH IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE. CID Resources Inc. SOLE LIABILITY IS, AT ITS OPTION, THE REPAIR OR REPLACEMENT, AT FOB SHIPPING POINT, OF NON-CONFIRMING OR DEFECTIVE MERCHANDISE DELIVERED TO THE CUSTOMER, OR GIVING CREDIT FOR SUCH NON-CONFORMING OR DEFECTIVE MERCHANDISE. REPLACEMENT OR CREDIT WILL BE GIVEN ONLY AFTER CID Resources Inc. HAS INSPECTED THE GOODS AND AGREES TO THE DEFECTIVE OR NON-CONFORMING CONDITION.

10. Customer Representations
The Customer represents and warrants to CID Resources Inc. that all financial and other information provided by or on behalf of the Customer is true, complete and correct and that the Customer will promptly notify CID Resources Inc. in writing in the event of any material change in the business of the Customer, its financial condition or any change of ownership. CID Resources Inc. has the right, in addition to other Remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments in the event the Customer fails to pay for any one shipment when the same becomes due. Should the Customer's financial condition become unsatisfactory to CID Resources Inc., in its sole discretion, CID Resources Inc. may require cash payments or satisfactory securities for delivery of goods.

11. Receipt of Merchandise While Insolvent
In the event that the Customer receives any merchandise from CID Resources Inc. while the Customer is insolvent (as such term is used in 2-702 of the Uniform Commercial Code), this writing and the invoices received relating to such goods shall constitute CID Resources Inc. demand for reclamation of such goods.

12. Jurisdiction
All transactions between the Customer and CID Resources Inc. are governed by the laws of Texas, and the Customer and any guarantor of the Customer hereby consent to the jurisdiction of the courts of Dallas County, Texas, for any claims or controversies arising in the sale of merchandise by CID Resources Inc. to the Customer. In the event of any dispute between the parties, any lawsuit, arbitration or mediation will be filed and heard in Dallas County, Texas. CID Resources Inc. also reserves the right to sue the Customer or its guarantor in the province or state of its domicile.

13. Agreement and Acknowledgement
The Customer has carefully read and agrees to these Terms and Conditions. These Terms and Conditions supersede any and all prior agreements, understandings or arrangements made between the parties, relating to merchandise sold to the Customer by CID Resources Inc. The Customer authorizes CID Resources Inc. to verify the credit of the Customer and the individual(s) guarantying any of the Customer's obligations or debts to CID Resources Inc. The Customer and its guarantor(s) hereby authorize its bank(s) and business references to release credit information of the Customer and its guarantor(s) as requested by CID Resources Inc.