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									                            Universal Designs
             Guidelines and Policies for Wholesale Customers


Universal Designs is committed to delivering quality products and ensures that each
and every garment or accessory produced is made by highly trained professionals with
decades of hands on experience in the garment industry. Everyone associated to and
working with Universal Designs takes great pride in their area of production expertise
and shares the same global commitment to producing quality goods and
merchandise. Each and every garment style referred to as a 'Replica' by Universal
Designs was engineered and constructed with either access to the 'original' item in
question, or studio reference material of actual said garment. Universal Designs does
not imply or use the word replica unless we ourselves can guarantee it as such in a
faithful and respectable way.

Universal Designs will produce and deliver your goods as noted in your order
confirmation only. Furthermore, Universal Designs only produces garments and
accessories in the accumulative sold totals and does not operate as a clearance stock
house so it is the buyers’ responsibility to double check the related size charts before

                                  Order Placement
Phone in your order to (905) 223-5818 or send your order via email to
udrsales@universaldesigns.ca . Phone orders are preferred, and once your order is
processed you will be issued your order confirmation and invoice.

Order Requirements and Minimums

Minimums are applicable to jackets, pants, boots and gloves.

Universal Designs will not impose any minimum orders based on dollar
amounts, but does require minimum quantities as follows:

      Jackets - Initial Order

      Must order a minimum of two jacket styles with a minimum quantity of 4
      per jacket style. With a total of 8 garments.

      To meet the minimum quantity required, garment styles can be ordered in
      different sizes and where possible, different color options as well. There is no
      minimum per size or color options (color options only where offered) so feel free
      to order your desired combinations based on your type of cliental.

      Gloves and/or Boots

      Minimum order for Gloves and/or Boots are a quantity of 4 per item.

      Gloves and Boots are not considered part of the initial minimum quantity


Minimum is any single jacket style with a quantity of 3 garments, in any size, per that

                                Methods of Payment
Universal Designs accepts the following forms of payment:

Company Check, Money Order, Cashier’s Check and Wire Transfer.

Wire Transfers

Account transfer information is available upon request. Please contact us at
udrsales@universaldesigns.ca for Account Details. Once the wire transfer has been
issued please forward a copy of your transfer information to us. Once the wire transfer
is confirmed, usually 3-4 business days later, we will issue your order confirmation.

Payment by Company Check, Money Order, Cashier’s Check.

We will accept payment with company check, money order, or cashiers check made
payable to Universal Designs. Please allow 7-10 business days for your own check to
clear. Once your check has cleared, we will issue your order confirmation.

NSF Checks

Returned checks will be charged a $35.00 processing fee and only wire transfers will be
accepted from that point on.

Domestic Shipping

Orders are FOB Toronto. As a standard we ship UPS Ground. If a quicker service is
required please specify before delivery.

All products that are ready to ship must ship as they arrive into our distribution center.
Nothing is deemed 'ready to ship' by us until a thorough final quality control is
performed. We are unable to hold product for you in our warehouse.

No PO Box Deliveries

Customers must provide a street address for delivery. Our carriers do not deliver to P.O.
Box addresses

Shipping Charges

UPS Ground charges will be added to your invoice. If a quicker service is used an
invoice will be issued for the additional amount and must be paid before goods ship.

Goods Delivered

Product must be taken in the order in which it becomes available. There can be
no selecting which product a retailer wants to take at any given time. All goods
produced by Universal Designs go through numerous very strict and thorough quality
control stages before shipping.

Universal Designs will address any items which are in some way defective in
workmanship or materials only. In this event you must contact us within 48 hours of
receipt of merchandise to receive a Return Authorization Form. Goods must be
in their original packaging and condition for any such items displaying manufacturing
issues needing repair or replacement. There will be no refunds. Shipping will be
arranged and paid for by Universal Designs on our courier account for any item being
returned due to manufacturing fault. Otherwise, shipping is non-refundable. Universal
Designs does not accept any returns or exchanges on goods delivered as per your
order confirmation so please be sure to double check our size chart to ensure you
receive your desired jacket size prior to placing your order as there will be no returns or
exchanges. Great care and pride will be dedicated to each and every item produced in
your order as we consider it our privilege having you as our customer.

If you receive a shipment where not all of the boxes are damaged, please only refuse
the damaged box(s), not the whole shipment. The refusal of an entire shipment for
damage to just a portion of the shipment will result in double shipping charges to the
customer. Please contact us when a box is being returned due to visible damages.

End Consumer Repairs or Alterations

We require that our retailers handle their own individual customers’ claims for any
repairs or alterations requested. Universal Designs will not take back any garments or
goods requiring any such attention.

Cancellation of Product

Once your order is confirmed Universal Designs begins to allocate the needed raw
materials required to fulfill your order. As such we begin to invest in your goods and the
process or producing your garments begins. Only purchase the items that you will be
able to pay for as there will be no refunds on confirmed orders. We value your business
and consider it our responsibility to produce your goods as ordered by you, and by us
confirmed on your order confirmation.
                            Universal Designs
     Terms and Conditions for Sales to Wholesale Customers
All sales to wholesale customers (all Retailers are referred to as Customers)
by Universal Designs are subject to these terms and conditions.

1. General

Customer agrees that any order to Universal Designs shall conclusively be deemed to
constitute Customer's acceptance of these terms and conditions. Each order placed
through Universal Designs shall be deemed a separate and independent transaction,
and no sale of products by Universal Designs shall obligate Universal Designs to
continue the sale of products or services to Customer. Universal Designs may modify
these terms and conditions at anytime without notice to Customer provided that no such
modification shall apply in respect of any order for products which has been accepted
by Universal Designs. Customer agrees that all prior performance, courses of dealing
and industry practices are excluded and shall not apply to the purchase of any Universal
Designs goods or be used to waive, modify, vary, explain, or supplement all or any part
of this agreement and are hereby objected to and rejected by Universal Designs.

2. Conditions on Pricing and Distribution

Universal Designs discourages the selling any of its products at a price that is below the
price of the product on the Universal Designs web site (www.udreplicas.com) which is to
be considered the Suggested Retail Price.

Customers are prohibited from re-selling any Universal Designs product at wholesale to
any third party. In no way can any Universal Designs goods or products to be
advertised for sale or delivery outside of Canada. It is the Retailers responsibility to
ensure that 'their' retail location is the point of sale from which these goods will be sold
'direct' to 'their' end purchaser/client/consumer. Wholesale status cannot be transferred
from one store to another. If your store changes ownership the new store owner must fill
out and submit the appropriate paperwork to qualify for wholesale pricing. If you have
previously qualified for wholesale pricing with a brick and mortar store, and that store
goes out of business, you will no longer qualify for wholesale pricing. All open orders will
be cancelled, any pending product will be returned into stock and the account will be

3. Price and Payment

The price of an order does not include shipping charges. Shipping charges plus any tax,
duty, fee or charge of any nature whatsoever imposed by any governmental authority on
or measured by the transaction between Universal Designs and Customer shall be paid
by Customer in addition to the quoted price and, if for any reason is paid by Universal
Designs, such charges will be invoiced separately. All Retail Customers must pay for
goods ordered through Universal Designs by no later than 30 days of date as printed on
your invoice. All goods must be pre-paid in full before finished goods of any kind will
ship to Customer.

4. Delivery and Shipping

Delivery of goods by Universal Designs shall be made at customer’s place of business
or such other places Customer shall direct in writing. Goods must be accepted by
Customer when tendered by Universal Designs. Risk of loss or damage in transit shall
pass to Customer upon such delivery of the goods to Customer. Customer shall
carefully inspect all deliveries of products upon receipt of the shipment and report to
Universal Designs promptly any alleged error, shortage, defect or nonconformity of such
products. Customer waives any claim or right if Customer fails to inspect and report any
such irregularities to Universal Designs within three (3) days after receipt of the
shipment by Customer.

5. Limited Warranty

Universal Designs warrants products supplied to Customer to be free from defects in
materials and workmanship for a period of 25 days from date of receipt of the shipment
by Customer. If within such period any products shall prove to be defective, Universal
Designs shall have the option of either replacing such products, if replacements are
available, or repairing the defective goods/areas if deemed possible. Universal
Designs warranty obligations shall be limited to replacement or repair.

6. Exclusion of Consequential Damages

Universal Designs liability with respect to breaches of warranty shall be limited as
provided in Paragraph 5 hereof. Universal Designs liability shall in no event exceed the
contract price.


7. Force Majeure

Universal Designs will not be responsible or liable for any failure or delay in
performance caused by acts of God or nature; intervention or acts of government; war,
threat of war or conditions similar to war; acts of terrorism; equipment failures; inclement
weather conditions; shortages or delays of transportation; blockades; sanctions or
embargoes; strikes; lockouts; unexpected plant downtime; shortages of products or raw
materials; unexpected increases in demand or other causes or circumstances beyond
the reasonable control of Universal Designs . While we do make your delivery time
frame a priority, quality and workmanship are what Universal Designs deems of the
utmost importance first and foremost. Upon the occurrence of any event or
circumstance referenced above, the time for performance by Universal Designs shall be
extended for a period equal to the time lost by reason of the controversy, and Universal
Designs shall have the right to allocate products, in its sole discretion. Customer waives
any and all Universal Designs liability resulting from such shortages or such allocation
decision. This paragraph shall be effective and apply even though the contingency
invoked by Universal Designs shall have been in effect on the date a particular order for
products was accepted by Universal Designs. .

8. Miscellaneous

The relationship between Universal Designs and Customer under this agreement is that
of seller and buyer, and Customer shall have no right and shall not attempt to enter into
contracts or commitments in the name of or on behalf of Universal Designs or to bind
Universal Designs in any respect whatsoever. Nothing herein shall be construed to
make Customer the joint venturer, partner, agent, servant, franchisee or employee of
Universal Designs, and Customer shall not have the power to bind or obligate Universal

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