Packing List

PACKING LIST – TERMS & CONDITIONS OF SALE, SHIPMENT & RECEIPT

These Terms & Conditions (“Terms”) apply to all merchandise identified on this Packing List and form part of the applicable sale and shipment documentation between Charly USA LLC and the customer, buyer, or consignee (“Customer”). By accepting delivery of the merchandise, the Customer acknowledges and agrees to these Terms.

1. INCOTERM – EX WORKS (EXW)

Unless otherwise expressly agreed to in writing, all shipments by Charly USA LLC are made EXW (Ex Works) in accordance with the applicable Incoterms rules published by the International Chamber of Commerce (“ICC”). Under EXW, Charly USA LLC fulfills its delivery obligation by making the merchandise available to the Customer at Charly USA LLC’s designated warehouse or facility. The Customer is responsible for arranging and paying for transportation from Charly USA LLC’s facility to the final destination. Under EXW, the Customer is responsible for, among other things: Selecting and contracting with the freight carrier, courier, freight forwarder, or other transportation provider. Pickup and transportation of the merchandise from Charly USA LLC’s facility. Freight, insurance, customs clearance, duties, taxes, and other transportation related costs, unless otherwise agreed in writing. Export, import, and customs formalities to the extent applicable under the agreed transaction and applicable law. Providing accurate shipping instructions and documentation. Assuming the risks associated with transportation after the merchandise has been made available at Charly USA LLC’s facility, to the extent provided by the applicable Incoterms rules. Charly USA LLC is not responsible for transportation delays, loss, theft, mis delivery, or damage occurring after the merchandise has been released to the Customer, its carrier, courier, freight forwarder, or other transportation provider, except to the extent caused by Charly USA LLC’s own acts or omissions.

2. INSPECTION OF MERCHANDISE

Customer is responsible for promptly inspecting all merchandise upon receipt. Customer should verify, at a minimum: Style numbers and product descriptions. Color and size assortments. Quantities and units received. Carton/package counts. Visible condition of cartons and merchandise. Any other information reasonably necessary to confirm that the shipment corresponds with the applicable order and Packing List. Acceptance of the merchandise does not waive any rights that cannot legally be waived under applicable law; however, Customer must comply with the claim and notification requirements contained in these Terms.

3. QUANTITY AND PACKING DISCREPANCIES

Any shortage, overage, incorrect item, incorrect size, incorrect color, packing discrepancy, or other discrepancy between the merchandise shipped and the applicable order or Packing List must be reported to Charly USA LLC in writing within fifteen (15) calendar days following receipt of the merchandise. The notification should include: Customer purchase order or order number. Charly USA LLC invoice and/or Packing List number. Style number(s) involved. Quantity ordered and quantity received. Description of the discrepancy. Photographs and other reasonable supporting documentation, when applicable. Claims submitted after the fifteen (15) calendar day period may be rejected by Charly USA LLC, to the extent permitted by applicable policy. Failure to provide timely written notice may be deemed acceptance of the shipment and its quantities and contents. In the event that Charly USA LLC retains merchandise resulting from a confirmed discrepancy and such merchandise is determined to be unsaleable or otherwise cannot be resold, the customer may be issued a credit of up to fifty percent (50%) of the applicable value of the merchandise. The customer may remain responsible for the remaining fifty percent (50%) of the applicable value, as determined by Charly USA LLC and to the extent permitted by applicable law and policy.In the event that Charly USA LLC retains merchandise resulting from a confirmed discrepancy and such merchandise is determined to be unsaleable or otherwise cannot be resold, the customer may be issued a credit of up to fifty percent (50%) of the applicable value of the merchandise. The customer may remain responsible for the remaining fifty percent (50%) of the applicable value, as determined by Charly USA LLC and to the extent permitted by applicable law and policy.

4. TRANSPORTATION DAMAGE

Because shipments are made EXW unless otherwise agreed in writing, Charly USA LLC is not responsible for damage, loss, or deterioration occurring after the merchandise has been released to the Customer or the Customer’s designated carrier, courier, freight forwarder, or transportation provider. If the shipment arrives with visible damage, Customer should: Note the damage on the carrier’s delivery receipt or proof of delivery before signing, whenever possible. Photograph the damaged cartons, packaging, labels, and merchandise. Retain all original packaging and shipping materials. Immediately notify the carrier, courier, or freight forwarder. Submit the applicable transportation damage claim directly to the carrier or transportation provider within that provider’s required claim period. Provide Charly USA LLC with copies of relevant documentation upon request. For concealed damage discovered after delivery, Customer should notify the carrier promptly and follow the carrier’s applicable procedures and deadlines. Charly USA LLC may, at its discretion, reasonably assist Customer with documentation relating to a transportation claim; however, such assistance does not constitute an admission of liability by Charly USA LLC or transfer responsibility for the transportation claim to Charly USA LLC.

5. LOSS, THEFT, OR MISDELIVERY

Charly USA LLC shall not be responsible for loss, theft, mis-delivery, or disappearance of merchandise after the merchandise has been released to the Customer or the Customer's designated carrier, courier, freight forwarder, or other transportation provider, except to the extent otherwise required by applicable policy. Customer is responsible for pursuing any applicable claim against the carrier, courier, freight forwarder, insurer, or other responsible third party.

6. CHARLY USA LLC SHIPPING RECORDS

Charly USA LLC's Packing List, warehouse records, carton counts, shipping records, and related documentation shall constitute evidence of the merchandise and quantities released by Charly USA LLC, subject to correction of demonstrable errors. Where a discrepancy is alleged, Charly USA LLC may request reasonable documentation, including photographs, carton labels, delivery records, receiving reports, and other information necessary to investigate the claim.

7. CUSTOMER'S RECEIVING PROCEDURES

Customer is responsible for maintaining appropriate receiving and inventory control procedures. Customer should ensure that personnel receiving merchandise are authorized and trained to inspect shipments and document shortages, damages, or other irregularities at the time of delivery. Customer remains responsible for any failure by its employees, agents, warehouses, or third party logistics providers to properly inspect or document merchandise.

8. RETURNS AND AUTHORIZATION

No merchandise may be returned to Charly USA LLC without Charly USA LLC's prior written authorization. An approved return must comply with Charly USA LLC's return instructions and any applicable Return Authorization ("RA") or Return Merchandise Authorization ("RMA") requirements. All return authorizations must be obtained through the customer's assigned Sales Representative prior to returning any merchandise. Unauthorized returns may be refused or returned to the Customer at the Customer's expense and may be subject to a 15% restocking fee based on the value of the units returned. Unless otherwise agreed in writing, merchandise that has been worn, altered, washed, damaged after delivery, relabeled, repackaged, or otherwise modified may not be eligible for return.

9. PRODUCT CONDITION AND CARE

Customer is responsible for handling, storing, displaying, and caring for merchandise in accordance with applicable product labeling, care instructions, and commercially reasonable practices. Charly USA LLC shall not be responsible for damage, deterioration, discoloration, deformation, or other issues resulting from improper storage, handling, washing, alteration, environmental conditions, display practices, or use after delivery.

10. CLAIMS AND SUPPORTING DOCUMENTATION

All claims must be submitted in writing and must contain sufficient information for Charly USA LLC to reasonably investigate the issue. Charly USA LLC may request additional information or documentation before approving or denying a claim. No verbal statement, acknowledgment, or preliminary investigation by Charly USA LLC shall constitute acceptance of liability or approval of a claim unless confirmed in writing by an authorized representative of Charly USA LLC.

11. REMEDIES FOR VALID CLAIMS

If Charly USA LLC determines that a claim is valid and attributable to Charly USA LLC, Charly USA LLC may, at its reasonable discretion and subject to applicable policy: Replace the affected merchandise; Issue a credit; Refund the applicable purchase price; or Provide another commercially reasonable remedy agreed upon by the parties within 15 days from the submission of the claim. Charly USA LLC shall have no obligation to provide a remedy for claims that are untimely, unsupported, caused by transportation after release to the carrier, caused by Customer or a third party, or otherwise excluded under these Terms.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable policy, Charly USA LLC shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost sales, loss of business opportunities, loss of goodwill, or similar losses arising from or relating to the merchandise or shipment. To the maximum extent permitted by applicable policy, Charly USA LLC's liability relating to any particular shipment or claim shall not exceed the amount actually paid to Charly USA LLC for the merchandise giving rise to the applicable claim. Nothing in these Terms shall exclude or limit liability that cannot legally be excluded or limited under applicable policy.

13. FORCE MAJEURE

Charly USA LLC shall not be liable for delays or failures in performance resulting from circumstances beyond Charly USA LLC's reasonable control, including, without limitation, natural disasters, fire, flood, epidemic or pandemic, labor disputes, strikes, transportation interruptions, supply chain disruptions, governmental actions, customs delays, war, civil unrest, acts of terrorism, shortages of materials, or other events beyond Charly USA LLC's reasonable control.

14. CHANGES TO ORDERS OR SHIPPING INSTRUCTIONS

Any changes to an order, shipping address, carrier, routing instructions, delivery instructions, or other shipment details must be approved by Charly USA LLC in writing prior to Purchase Order submission. Charly USA LLC shall not be responsible for delays, additional charges, misdeliveries, or other consequences resulting from inaccurate, incomplete, or late shipping instructions provided by Customer.

15. TAXES, DUTIES, AND OTHER CHARGES

Unless expressly agreed otherwise in writing, Customer is responsible for applicable freight charges, customs duties, import fees, taxes, brokerage fees, storage charges, and other costs associated with transportation, importation, and delivery of the merchandise after release from Charly USA LLC's facility.

16. NO WAIVER

Charly USA LLC’s failure to enforce any provision of these Terms on one occasion shall not constitute a waiver of Charly USA LLC’s right to enforce that provision or any other provision in the future.

17. GOVERNING TERMS

These Terms shall be interpreted together with the applicable sales order, purchase order, invoice, Packing List, and any other written agreement between Charly USA LLC and Customer. In the event of a conflict, the terms of a separately executed written agreement signed by authorized representatives of both parties shall control to the extent of the conflict.

18. GOVERNING LAW AND DISPUTES

The parties agree that the transaction shall be governed by the laws of the jurisdiction specified in Charly USA LLC’s applicable sales agreement or, if no jurisdiction is specified in a signed agreement, by the laws of the jurisdiction in which Charly USA LLC’s principal place of business is located, without regard to conflict of law principles, to the extent permitted by applicable law. Any dispute resolution provision contained in a separately executed agreement between Charly USA LLC and Customer shall control over this section.

19. ACKNOWLEDGMENT OF RECEIPT

By accepting delivery of the merchandise, Customer acknowledges receipt of the shipment and agrees to comply with the inspection, discrepancy notification, transportation damage, and claim procedures stated in these Terms. Customer is encouraged to retain this Packing List and all related shipping documentation for its records.