EXHIBIT 10.23
THE KENT MANUFACTURING COMPANY
ORDER NO. 2603 P.O. BOX 67 -- PHONE 000-000-0000 SALESMAN 60-5895
----- FAX 000-000-0000 --------
PICKENS, S.C. 29671
SOLD TO DATE September 19, 1996
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Novita Yarns Ltd. TERMS Net 60 days
Div. of St. Xxxx Knit CUSTOMER P.O.
00000 Xxxxxx Xxxxxx XXXXXXXX XX. 2603
Irvine, CA 92713
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QUANTITY COUNT GRADE DESCRIPTION PRICE ____________________
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800,000 lbs. 1/21 - 100% 64 Australian Wool ____________________
Natural yarn on cones $7.43/lb.____________________
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FOB Pickens,SC ____________________
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Ship to: above ____________________
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SHIPPING INSTRUCTIONS Delivery: Follow Contract #2442 ____________________
The terms of this contract shall be at terms noted above ____________________
from date of invoice. No redating. ____________________
On specifications for slub or package dyed yarns of less ____________________
than 1,000 lbs. to a color the seller shall charge small ____________________
lot premium. ____________________
This order will become a contract only when confirmed in ____________________
writing by the seller and buyer or, in any event, when ____________________
buyer accepts whole or partial delivery. The contract shall ____________________
be deemed dated as of the date of such confirmation or ____________________
acceptance. ____________________
The undersigned buyer hereby orders the above goods upon ____________________
the terms as stated, including the term and conditions ____________________
printed on the back of this contract and forming a part ____________________
hereof. ____________________
Please sign in duplicate and return both copies to The ____________________
Kent Manufacturing Company. ____________________
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Accepted by purchaser: Acknowledged by seller: ____________________
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-------------------------------- The Kent Manufacturing ____________________
Company ____________________
/s/ St. Xxxx Xxxxx ____________________
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PER /s/ [SIGNATURE APPEARS HERE] PER ____________________
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I. Not Subject to Cancellation
This contract is not subject to cancellation except for failure to
deliver in accordance with the conditions of sale.
II. Prices and Terms
Except as provided in paragraphs 3, 6, 12 and 13, the prices and terms
of sale and delivery quoted in this contract are not subject to change. Title
passes upon delivery to buyer or public carrier.
III. Credit
This contract is given and accepted subject to the limit or withdrawal
of credit determinable at any time by the seller.
IV. Checks Without Accord and Satisfaction
Checks received from or for the account of buyer, regardless of
writings, legends or notations on such checks or of other writings, statements
or documents, may be applied against amounts owing by buyer, without accord and
satisfaction of buyer's liability.
V. Partial Deliveries and Risk of Loss
Partial deliveries are to be paid for at contract prices upon maturity
of the invoices therefor. Yarn invoiced and held by seller for whatever reason
shall be at buyer's risk.
VI. Seller's Liability
Seller shall not be held liable for consequential damages. Seller shall
not be held liable for late or non-delivery due to strikes, fire, delayed or
non-delivery of man-made fibers or other causes beyond its control. Seller
shall use its best efforts to make delivery proportionate to production wherever
practicable in such cases.
VII. Buyer's Liability
Failure of the buyer to specify, to accept delivery, or to make payment
as provided in this contract, shall constitute a breach of contract, and the
seller may sell in the open market, at auction or otherwise, any material
provided for the contract, either as raw stock, top, sliver, or yarn, and the
buyer shall be liable for any loss. Seller may bill and hold any yarn on last
day of shipping period upon buyer's failure to furnish shipping instructions.
VIII. Warranty
Unless expressly provided on the face of this contract, seller makes no
warranty, expressed or implied, as to the fitness of the yarn purchased
hereunder for any specific purpose.
IX. Weight Determination
The weight of yarn as billed is to include tie bands but to exclude
paper, wrappings and twine. All shipments of yarn of one hundred (100) pounds or
more shall be billed on a standard moisture regain basis as follows:
Dry Spun Worsted, 15% Moisture Regain;
Yarns containing fibers other than wool by mix, blend or twist shall
have the standard moisture regain computed on the basis of per cent fiber
content by weight. The normal moisture regain for fibers other than wool shall
be that obtaining on date of contract in standard methods of test and tolerances
for yarns containing wool prescribed by ASTM Designation D-1285. The maximum
extractable matter shall not exceed 4% by weight for oil spun yarn, and 1 3/4%
by weight for dry spun yarn.
X. Tolerances
Unless otherwise specified on the face of the contract, count and twist
variation on all yarns covered by this contract shall be within those limits
prescribed by ASTM Designation D-1285, in effect on date of contract. It is
agreed that over or under delivery to the extent of not over 5% of the quantity
of each item specified, whether on a specified order or specification against an
unspecified contract, shall be deemed compliance with the contract.
XI. Claims
No claims relating to excessive moisture or oil content or weight shall
be allowed if made after ten (10) days from receipt of shipment and no claims
relating to count, twist, shade variation or other elements of quality shall be
allowed if made after forty-five (45) days from receipt of shipment or after the
yarn has been woven, knitted or processed in any manner other than dyeing. Any
question that may arise relating to weight or moisture content or extractable
matter shall be referred to the United States Testing Company, Inc., whose test
report thereon shall be conclusive.
XII. Arbitration
Except as provided in paragraph XI hereof, any controversy or claim
arising out of or relating to this contract or the breach thereof, shall be
settled by arbitration in accordance with the rules, then obtaining, of the
American Arbitration Association and judgment upon the award rendered may be
entered in the highest court of the forum, state, or federal, having
jurisdiction.
The arbitrators sitting in any such controversy shall have no power to
alter or modify any express provisions of this contract or render any award
which by its terms effects any such alteration or modification.
XIII. Government Action
Prices on any undelivered portion of this contract are subject to any
increase due to Government action and to the extent that any present or future
Federal or State legislation or administrative order affects the seller's costs.
Deliveries also may be modified to the extent necessitated by any such
Government action, legislation, or order affecting production or supply.
XIV. Applicable Law
This contract shall be interpreted under and governed by the laws of the
State of Pennsylvania.
XV. Additional Conditions
This contract supersedes buyer's purchase order and contains the entire
agreement between the parties.
Any additional conditions or stipulations applying to this contract must
be stated on the face hereof, or be in writing and signed by the Seller.
