1. The undersigned purchaser (“Purchaser”) acknowledges and agrees that the merchandise sold by HSN Fulfillment LLC d/b/a HSN Wholesale Liquidation (“HSN”) to the Purchaser (“Merchandise”) pursuant to these Sales Order Terms and Conditions (“Sales Order”) is limited to the terms and conditions stated herein.
2. Merchandise sold pursuant to this Sales Order is for resale only. Purchaser is responsible for any sales and/or use tax on items removed from inventory for business use. ALL SALES ARE FINAL AND THERE ARE NO REFUNDS, CREDITS, OR EXCHANGES.
3. Purchaser acknowledges that HSN or, in applicable instances, HSN’s licensors, retains the entire right, title and interest in and to all intellectual property (including, but not limited to, any copyrights, patents, trademarks, trade names, service marks, logos, and trade dress) in connection with the Merchandise (collectively, “HSN Marks”).
4. Purchaser shall not use or exploit HSN Marks in any manner and media, and cannot sell the merchandise under or advertised in connection with the HSN Marks. Purchaser further understands that it shall have no right to or interest in any trademarks and/or trade names owned, used or claimed now or in the future by HSN, The Home Shopping Network, Home Shopping Network Outlet, Home Shopping Network Liquidation Center, HSN Wholesale Liquidation, or any name that includes HSN, HSC, or any registered trademark of The Home Shopping Network, Inc.
5. All Merchandise is sold “as is” and with all defects. HSN disclaims to the maximum extent permitted by law all representations, warranties, and conditions, whether expressed or implied, including the warranties of merchantability and fitness for a particular purpose, in connection with all Merchandise sold to Purchaser.
6. Purchaser may not at any time, directly or indirectly, through any subsidiary, affiliate or other arrangement, sell the Merchandise to any company or person engaged in producing or distributing live or taped television shopping programming in the United States, and any sale to a third party by Purchaser shall contain this same restriction.
7. Purchaser represents and warrants to HSN that: (i) Purchaser has all necessary authority and rights to comply with these terms and conditions; and (ii) the performance by Purchaser of its promises and commitments contained in these terms and conditions will not conflict with or be prohibited or restricted by any agreements or commitments with third parties, or violate any applicable laws, government rules, regulations, or court orders.
8. Purchaser will indemnify and hold HSN and its affiliates and each of their officers, directors, agents and employees harmless from and against any and all claims, actions, expenses (including attorneys’ fees and costs), liabilities, damages, judgments, and settlements arising from or in connection with: (i) Purchaser’s performance under these terms and conditions; (ii) any breach or misrepresentation by Purchaser of any of its covenants, promises, warranties, or representations hereunder; or (iii) any act outside the scope of Purchaser’s authority under these terms and conditions.
9. These terms and conditions will be binding upon and inure to the benefit of the parties, and their respective successors and permitted assignees. Purchaser may not assign any rights, duties or responsibilities under these terms and conditions without the prior written consent of HSN. No modification or waiver of any of the provisions hereunder will be valid unless made in writing and signed by both parties. Purchaser agrees that in the event it violates any of the provisions hereunder, HSN will be entitled to seek all relief and remedies available at law or in equity, including injunctive relief or temporary restraining order. These terms and conditions embody the entire understanding and agreement of the parties with respect to the sale of Merchandise, superseding all prior or contemporaneous agreements, whether written or oral. The rights and obligations of the parties hereunder will be construed and interpreted in accordance with the laws of the State of Florida, except for any choice of law provisions. If any provision of these terms and conditions is declared void or otherwise unenforceable, such provision will be deemed to have been severed from the remaining provisions, which will otherwise remain in full force and effect according to their remaining terms.

            ACCEPTED AND AGREED: 

            “Purchaser”

            Print your company name:  _________________________________________


            By (signature): ___________________________________________________

            Print name of person signing: __________________________________

            Title of person signing: _______________________________________

            Date: ______________________________________________________


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