NATIONAL SPINNING OPERATIONS L.L.C.
TERMS AND CONDITIONS
FOR
PURCHASE ORDER
The following provisions constitute the terms and conditions which shall apply to this purchase order (the
“Purchase Order”) issued by National Spinning Operations, L.L.C. (hereinafter “Buyer”) to the vendor named
therein (hereinafter “Seller”). These terms and conditions can only be modified in writing signed by both
Buyer and Seller.
1. Seller’s Liability for Defective Deliveries. If any part of the goods delivered hereunder shall be
defective or not in accordance with the Purchase Order, written notice given by Buyer to Seller not later than
forty-five (45) days after actual discovery of said defect by Buyer, shall constitute timely notice, whether
or not said defect be latent or patent and whether or not Buyer has dyed or in any other manner used,
processed or changed the form of said goods. In such case, Seller shall be liable for all of Buyer’s damages,
including, but not limited to, refund or credit of the purchase price, processing, freight and other expenses
incurred by Buyer, any liability of Buyer to its customer, loss of sales and loss of profits incurred by
Buyer, and any and all consequential or incidental damages and all other damages of any nature whatsoever, as
well as Buyer’s reasonable attorneys’ fees.
2. Defense of Suit. Seller hereby agrees to defend any suit or proceeding brought against Buyer so far as
based on a claim that any apparatus, or any part thereof, or any chemical product per se, furnished under the
Purchase Order constitutes an infringement of any patent or any design patent of the United States of America,
if notified promptly in writing and given authority, information and assistance (at Seller’s expense) for the
defense of same, and Seller shall pay any and all damages and costs awarded therein against the Buyer. In the
event said apparatus, or any part thereof, or said chemical product per se, is in such suit or proceeding held
to constitute infringement and the use of said apparatus, or part thereof or chemical product per se is
enjoined, Seller shall, at its own expense, either procure for Buyer the right to continue using said
apparatus or part thereof or chemical product per se, or replace same with non-infringing apparatus or part
thereof or chemical product per se, or modify it so it becomes non-infringing, or remove said apparatus or
chemical product per se and refund the full purchase price and all of Buyer’s transportation, installation and
all other costs relating thereto.
3. Arbitration. Any controversy arising out of or relating to the Purchase Order shall be resolved by binding
arbitration in the City of Greenville, North Carolina pursuant to the Rules of Commercial Arbitration
including the Supplementary Procedures for Arbitration Involving the Textiles and Apparel Industries then
obtaining of the American Arbitration Association. The arbitrators sitting in any such controversy shall have
no power to alter or modify any express provision of these Terms and Conditions or the Purchase Order or to
render any award which by its terms effects any such alteration or modification. The parties consent to the
application of the North Carolina or Federal Arbitration Statutes and to the jurisdiction of the Superior
Court of Pitt County, North Carolina or the United States District Court for the Eastern District of North
Carolina for all purposes in connection with this agreement to arbitrate. The parties further consent that any
process or notice of motion or other application to either of said Courts or a Judge thereof may be served
inside or outside the State or Eastern District of North Carolina by registered or certified mail return
receipt requested, or by personal service, provided a reasonable time for appearance is allowed, or in such
other manner as may be permissible under the Rules of said Court. Judgment on the award may be enforced by any
court of competent jurisdiction.
4. Consolidation. If Buyer’s customer has, or does, commence an arbitration against Buyer arising out of the
sale by Buyer of any goods made in whole or in part of the goods delivered hereunder, and whether or not
processed in any manner by Buyer before such delivery to its customer, Buyer may, at its option, consolidate
any arbitration under Paragraph 3 with any arbitration between Buyer and Buyer’s customer and Seller hereby
consents to such consolidation.
5. Governing Law. These Terms and Conditions and the Purchase Order shall be governed by and construed in
accordance with the State of North Carolina’s version of Article 2 of the Uniform Commercial Code on Sales
(the “UCC”) or, to the extent not specifically covered by the UCC, then by other laws of the State of North
Carolina in force and effect from time to time.
020387-0001-001
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