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Purchase Order Terms and Conditions

Definitions. The following terms have the following meanings: (a) “Affiliates” means, with respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person; (b) “Goods” means the goods, software, and other items supplied or obligated to be supplied under this Purchase Order (if any); (c) “Project” means all Goods and Services; (d) “Services” means the services provided or obligated to be provided under this Purchase Order (if any); (e) “Specified” means as specified on the first page of this Purchase Order or in any accompanying Statement of Work; (f) “Statement of Work” means the document specifying, without limitation, the scope, objective, and time frame of the Project that Supplier will perform for UAG; (g) “Supplier” means the individual or entity Specified as the supplier; (h) “Terms and Conditions” means Sections 1-29 hereof; (i) “UAG” means Urban Armor Gear, LLC; and (j) “UAG Policies” means all policies UAG communicates to Supplier in writing.

Purchase Order. Unless UAG or one of its Affiliates has entered into a master agreement with Supplier or one of its Affiliates that would, by its terms, govern this purchase (any such agreement, a “Master Agreement”), the Purchase Order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between UAG and Supplier. UAG’s submission of the Purchase Order is conditioned on Supplier’s agreement that any Supplier terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any quote, proposal, pricing term sheet, purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, will not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on UAG’s agreement to such different or additional terms. The Purchase Order does not constitute a “firm offer” within the meaning of Section 2-205 of the Uniform Commercial Code, Section 2205 of the California Commercial Code, or any other laws or regulations with similar effect, and may be revoked at any time prior to acceptance.

Master Agreement. If there is an existing Master Agreement, notwithstanding anything else herein to the contrary, (a) the terms of the Master Agreement govern this Purchase Order and the Project, and (b) these Terms and Conditions, other than this Section 3, are of no force and effect.

Acceptance. Supplier will be deemed to have accepted the Terms and Conditions upon the earliest of: (a) Supplier’s signing and returning a copy of this Purchase Order to UAG, (b) Supplier’s shipping the Goods to UAG or invoicing UAG for such Goods, (c) Supplier starting performance of the Services, or (d) Supplier’s acknowledging acceptance of this Purchase Order by other commercially acceptable means.


Price and Payment. The Specified price is inclusive of all applicable freight, packaging, insurance, handling, permits, approvals, licenses, and all other charges, unless otherwise Specified. Specified prices are not subject to increases or additional charges for any reason; however, UAG will receive the benefit of any general reduction in Supplier’s prices prior to delivery. Discount periods, if applicable, will commence on the date shipment is received or accepted by UAG or the date of receipt of invoice, whichever is later. Supplier will separately invoice UAG (a) for each shipment of Goods, (b) in accordance with any schedule agreed to by UAG (monthly, quarterly, etc.) and (c) for each milestone payment agreed to by UAG (if no milestones or schedules have been agreed, Supplier will invoice at the completion of all Services under this Purchase Order). Supplier’s invoice will reference only this Purchase Order and the amounts due hereunder (and no other purchase orders or other amounts due). Unless otherwise Specified, UAG or its third-party financing source will make payment within 60 days after the later of (a) UAG’s receipt of Supplier’s correct invoice and (b) UAG’s acceptance of the Goods or Services. Supplier will use its reasonable best efforts to assist UAG in all legal efforts to minimize taxes resulting from this Purchase Order.

Audit. UAG may upon reasonable notice and during normal business hours examine and make copies of all books and records relating to the Project or, if applicable, make a physical inspection of Supplier’s premises relating to Supplier’s performance of its obligations under the Purchase Order. Supplier will provide reasonable assistance in collecting and reporting data requested by UAG for the purposes of investigation or audit. For a period of three years after UAG makes its last payment due under this Purchase Order, Supplier will keep (in accordance with generally accepted auditing standards), and UAG may (upon five business days’ notice and during normal business hours) examine, undertake an audit of, and make copies of, all books and records relating to this Purchase Order. If any audit reveals that Supplier has failed to comply with any material obligation under this Purchase Order, Supplier will cure the noncompliance within thirty (30) days of the audit.

Performance; Transfer of Title. Time is of the essence in Supplier’s performance under this Purchase Order. Supplier will perform any Services in accordance with the schedule Specified in the Purchase Order or as otherwise agreed in writing by Supplier and UAG. Supplier will deliver the Specified quantity of Goods to UAG at the Specified “ship to” address no later than the Specified delivery date and no earlier than the Specified “Delivery No Earlier Than” date. Supplier promptly will advise UAG in writing of any delay, circumstance or development that impairs Supplier’s ability to provide the Project by the required delivery date. Supplier will properly package the Goods to protect against damage and theft during shipment, handling and storage. To the extent that title to any digital or tangible property is transferred under this Agreement, title will transfer from Supplier to UAG upon receipt by UAG. For the transfer of any property by UAG to Supplier, title will pass to Supplier upon delivery or transmission to common carrier. Upon request of UAG, Supplier will promptly deliver to UAG all Work Product (defined below in Section 23) and other similar items, and all data, reports, summaries, estimates, and any other information or materials as Supplier may have collected or created in performing Services. Supplier will not be entitled to payment on any outstanding invoice until delivery of the foregoing items to UAG.

Inspection. All specifications, drawings, samples, requirements, descriptions, other materials and plans that relate to the Project are incorporated in this Purchase Order by reference. No Goods will be deemed accepted before final inspection by UAG at the Specified destination. UAG’s inspection, failure to inspect or failure to discover any defect, acceptance or payment will not waive or limit any warranty, relieve Supplier of any obligation hereunder, or impair UAG’s rights or remedies at law or in equity.

Licenses. Supplier hereby grants to UAG, and UAG accepts, a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, fully paid up license to use, sell, reproduce, perform, display, distribute, and import any software, including any third-party software or packaged software, which is ordered or contained in the Goods ordered and its related documentation, unless otherwise Specified. UAG may install, use, operate and copy the software on any number of networked or non-networked hardware at any facility or location, subject to any Specified volume or other license parameters, and to use and copy related documentation as necessary or desirable in connection with the installation, use, and operation of the software. UAG may sublicense any and all rights granted under this Section 10 to its Affiliates and to any third parties who perform services for UAG or any of its Affiliates.

Representations and Warranties. Supplier represents and warrants that (a) the Goods are free from defects in design, materials, workmanship and title, (b) the Goods are of good and suitable quality and that all materials and other items incorporated in the Goods will be new (not refurbished or reconditioned), unused, and suitable for their intended purpose, (c) the Project does not, in whole or in part, violate, misappropriate or infringe any patent, trademark, trade secret, copyright or other right of any third party, (d) the Goods conform to the applicable drawings, specifications, and descriptions provided by UAG and the requirements of this Purchase Order, and are of comparable quality as any samples delivered to UAG, (e) any Services will be provided in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled and experienced professionals rendering similar services, (f) the Project (including the provision of Services by Supplier’s Personnel (as defined in Section 20)) complies with, and will comply with after delivery and acceptance by UAG, all applicable laws, rules regulations and other requirements of applicable governmental authorities, including all applicable health, safety and environmental regulations (including as would be applied to UAG, upon UAG’s use and enjoyment of the Project) and all immigration and work status laws and regulations, and (g) Supplier and its Personnel will comply with the UAG Policies. If the Goods are or contain software, Supplier further represents and warrants that: (i) the software does not and will not contain any copy protection, automatic shut-down, lockout, “time bomb” or similar mechanisms that could interfere with UAG’s or its Affiliates’ exercise of their rights hereunder, (ii) the software does not and will not contain any viruses, “trojan horses” or other harmful code; and (iii) the software is not subject to any license or other terms that require that other software or documentation incorporating or used with such software be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge. Supplier further represents and warrants that Supplier and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. Supplier will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

Rejection and other Remedies. If the Goods do not strictly comply with the requirements of this Purchase Order, UAG may reject any or all of them within a reasonable period after delivery without regard to whether payment has been made. In such case, UAG may, at Supplier’s expense, (a) retain any or all of such Goods for correction by UAG or others, (b) return any or all of such Goods with or without instruction for correction or replacement, or (c) procure a replacement product from a third party and require Supplier to reimburse UAG for its costs and expenses associated therewith. Supplier will promptly comply with any instruction for correction or replacement. If UAG requests Supplier to make any correction and Supplier thereafter fails or indicates its inability or unwillingness to do so, UAG may have the correction made by a third party and charge Supplier for all such costs and expenses incurred in connection with such correction. Supplier may, in lieu of rejection, retain any or all of such Goods for use as delivered, subject to an equitable adjustment in price as described below. UAG will be entitled to recover from Supplier (by credit, offset, refund, invoice, or otherwise) an equitable amount for the diminished value of any uncorrected Goods and all costs reasonably incurred by UAG in connection with rejected Goods (including but not limited to all costs of correction by UAG or others and all costs to return Goods to Supplier). Supplier will, at no cost to UAG, promptly and satisfactorily correct any Services found to be defective or not in conformity with this Purchase Order.

Cross Border Sales and Returns. Unless otherwise Specified, Supplier will deliver any cross-border sale of Goods to UAG on a delivered-duty-paid (DDP Incoterms 2010) basis. Unless otherwise Specified, Supplier will be the importer and exporter of record on all such transactions and will be directly responsible for ensuring that such cross-border sales comply with all export and import regulations (including, without limitation, export licensing, shippers’ export declaration, and export invoice). Without limiting the foregoing, any export or import document must, among other matters, separately itemize and state the separate value for each item of hardware, software, set-up, and any non-dutiable service. If UAG returns any Goods under this Agreement, such Goods will be returned ex-works (EXW Incoterms 2010) UAG’s “Ship To Address”, and Supplier will be the importer and exporter of record on all such transactions and will be directly responsible for ensuring that such returns comply with all export and import regulations. Notwithstanding the terms of Section 24, for Goods delivered on a DDP basis Supplier hereby agrees that any duties and taxes that may be recoverable by Supplier will not be charged or collected from UAG.

Hazardous Material. Any hazardous materials to be provided to UAG under this Purchase Order must be marked, labeled, and offered for transportation in accordance with all applicable legal requirements. All packages must be in approved containers and material safety data sheets must be included with each shipment. For purposes of this section, “hazardous material” means any chemical, compound, material, waste or other item whether in liquid, solid or gaseous form, which is regulated or restricted as a hazardous material (or any analogous designation) by any laws, rules or regulations of any federal, state, municipal, or local authority, whether statutory or regulatory in nature.

Defense and Indemnity. Supplier will defend and indemnify UAG, its Affiliates, and its and their respective directors, officers, employees, and agents from any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorney fees) arising out of any third-party claim arising from, related to or alleging (a) the design, manufacture, possession, ownership, use, sale or transfer of the Goods or Services, (b) breach of any of Supplier’s representations, warranties or other obligations under this Purchase Order, (c) any act or omission of Supplier or its Personnel related to the Project, except to the extent caused by the gross negligence or willful misconduct of UAG as determined by a final, non-appealable order of a court having jurisdiction, (d) Supplier’s breach of Section 13, including but not limited to any taxes, duties, interest or penalties, or (e) any personal injury, death or property damage arising out of, or incidental to, the Project, or otherwise caused by Supplier or its Personnel. Supplier’s duty to defend is independent of its duty to indemnify and Supplier’s obligations under this Section 15 are independent of any other obligation of UAG under this Purchase Order.


UAG-Furnished Property. Supplier assumes complete liability for all tools, articles, materials, equipment, software and other items, if any, furnished by UAG to Supplier in connection with this Purchase Order (“UAG Property”). Supplier will use UAG Property solely to the extent necessary for the proper provision of the Project and in accordance with all instructions from UAG. Supplier agrees to pay for all UAG Property damaged, lost, or not otherwise accounted for to UAG’s satisfaction. The furnishing to Supplier of any UAG Property in connection with this Purchase Order will not, and will not be construed to, vest title thereto in Supplier.

Insurance. Supplier will secure and maintain insurance, including at, a minimum, a Commercial General Liability policy, providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect UAG and its Affiliates in the event of such injury or damage, and will be in compliance with any and all laws, regulations, and orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier’s operations take place. If Supplier will perform Services on UAG’s premises, Supplier will also maintain (a) Workers’ Compensation insurance in the statutory mandated amounts and Employers’ Liability insurance with limits of liability of not less than $1,000,000 aggregate, with a waiver of subrogation in favor of “Urban Armor Gear, LLC and its affiliates” (where permitted by law), in all states in which the Services will be performed; (b) business automobile liability insurance (including coverage for all owned, non-owned, and hired autos, and no-fault coverage where applicable) with limits of not less than $1,000,000 per occurrence for bodily injury and property damage combined; and (c) fidelity bond or a similar policy covering employee dishonesty with limits of not less than $500,000 per loss. Finally, if Supplier provides professional or consulting services, Supplier will also maintain Professional Liability or Errors and Omissions insurance with limits of not less than $1,000,000 per claim. Supplier will, upon request of UAG, furnish to UAG certificates of insurance evidencing all such coverage, and further, if requested by UAG, arrange for “Urban Armor Gear, LLC and its affiliates” to be named as additional insureds on all such policies providing such coverage.

Confidential Information; Publicity. Supplier and its Affiliates will comply with the terms of any nondisclosure agreement between Supplier (or any of Supplier’s Affiliates) and UAG (or any of UAG’s Affiliates) (the “NDA”). If no such agreement exists or the NDA has expired or is no longer in full force and effect, Supplier, its Affiliates and its Personnel will (a) keep confidential the terms and existence of this Purchase Order and all information obtained from UAG that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary, and (b) use such information only for the purposes of this Purchase Order. UAG’s confidential information includes, without limitation, all supplies, blueprints, sketches, drawings, specifications and other technical or commercial information furnished by or developed for UAG in connection with the Purchase Order, including Work Product of Supplier. All such information is UAG’s exclusive property. Supplier will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of UAG or any of its Affiliates in any manner without prior written authorization. Supplier will not issue any press release or other publicity that relates to UAG or its Affiliates or this Purchase Order, or reference UAG or its Affiliates in any brochures, advertisements, client lists or other promotional materials.

Personnel and Subcontractors. Supplier has exclusive control over its employees, representatives, agents, contractors and subcontractors (collectively, “Personnel”), including the right to hire, transfer, suspend, lay off, recall, promote, discipline, and discharge its Personnel, as well as its labor and employee relations and its policies relating to wages, hours, working conditions, and other employment conditions. Supplier is solely responsible for all salaries and other compensation of its Personnel who provide Goods and Services and for making all deductions and withholdings from its employees’ salaries and other compensation and paying all contributions, taxes, and assessments. Supplier’s Personnel are not eligible to participate in any employment benefit plans or other benefits available to UAG employees. Supplier will be solely responsible for all theft, damage, and/or misconduct related to, and other acts and omissions by, its Personnel. Supplier will not subcontract or delegate any of its obligations under this Purchase Order without UAG’s prior written consent. Notwithstanding the existence or terms of any subcontract, as between Supplier and UAG, Supplier is responsible for the full performance under this Purchase Order and for its subcontractors’ compliance with the terms of this Purchase Order. If Supplier performs Services on UAG’s premises, Supplier will (a) abide by all UAG’s rules, policies, and procedures, including with respect to such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression, harassment, and theft (collectively, “Rules”); and (b) at UAG’s request, remove and promptly replace any Personnel performing Services who behaves in a manner that is unlawful or inconsistent with any Rule.

Relationship. Supplier will perform under this Purchase Order as an independent contractor of UAG, and this Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Supplier and UAG. Supplier will not represent itself to be an employee, representative, or agent of UAG. Supplier will have no authority to enter into any agreement on UAG’s behalf or in UAG’s name or otherwise bind UAG to any agreement or obligation.

Cancellation and Modifications. UAG may terminate or modify all or any portion of this Purchase Order prior to shipment of any Goods or Supplier’s commencement of performance of Services at no charge and without liability by giving Supplier written notice of such termination or change. UAG may terminate or modify this Purchase Order for any Goods after shipment and prior to UAG’s acceptance of such Goods, and UAG will pay only the shipping expenses for returning such Goods to Supplier’s shipping location and incur no further charge or liability. Upon cancellation of a Purchase Order related to Services after Supplier has commenced performance of such Services, Supplier will promptly terminate the Services and UAG is only liable to pay for Services performed and liabilities incurred prior to cancellation (except that if the Specified fees are a fixed amount, UAG will pay a pro rata fee to the extent the Services are complete). Upon cancellation, Supplier will promptly deliver to UAG, without request, all deliverables, Work Product, and other items, and all data, reports, summaries, estimates, and any other information or materials as Supplier may have collected or created in performing Services. Supplier is not entitled to payment under any outstanding invoice until delivery of the foregoing items to UAG is complete.

Work Product and Ownership of IP. If Supplier delivers or is required to deliver to UAG any deliverable in connection with the Project that is work product, including but not limited to concepts, works, inventions, information, drawings, designs, specifications, customizations, documentation, and programs, in each case whether developed by Supplier or its Personnel, either alone or with others, and whether completed or in-progress (any and all of the foregoing, “Work Product”), UAG owns, or upon assignment by the creator will own, all right, title, and interest (including, but not limited to, all copyrights and any other intellectual property rights) in such Work Product and all precursor Work Product developed in connection with the Project. The Work Product has been specially ordered and commissioned by UAG as “work made for hire” for copyright purposes. To the extent such deliverable does not so qualify as “work made for hire”, and to the extent such deliverable includes material subject to copyright, patent, trade secret, or any other proprietary right, Supplier hereby assigns to UAG, its successors, and assigns, all right, title, and interest in and to the Work Product, including all proprietary rights therein. Supplier agrees to execute, acknowledge, deliver, and cause to be duly filed all such further instruments and documents, and to do all such other acts and things, as may be requested by UAG from time to time to secure and preserve UAG’s rights hereunder, or to enforce, defend, or confirm UAG’s right to exploit those rights.

Taxes. Supplier may charge and UAG will pay applicable federal, state or local sales or use taxes or value added taxes that Supplier is legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that Supplier provides to UAG and Supplier’s invoice states such Taxes separately and meets the requirements for a valid tax invoice. UAG may provide Supplier an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Supplier will not charge or collect the Taxes covered by such certificate. Supplier will be responsible for all other taxes or fees (including interest and penalties) arising from transactions and the documentation of transactions under this Purchase Order. UAG will maintain the right to deduct or withhold any taxes that UAG determines, in good faith, it is obligated to withhold from any amounts payable to Supplier under this Purchase Order, and payment to Supplier as reduced by such deductions or withholdings will constitute full payment and settlement to Supplier of such amounts. Throughout the term of this Purchase Order, Supplier agrees to provide UAG with any forms, documents, or certifications as may be required for UAG to satisfy any information reporting or withholding tax obligations with respect to any payments under this Purchase Order.

Successors and Assigns. Supplier will not assign this Purchase Order (in whole or part) without UAG’s prior written consent. Any assignment without UAG’s consent will be voidable at UAG’s option. Subject to the foregoing restrictions, this Purchase Order will be fully binding upon, inure to the benefit of, and be enforceable by Supplier, UAG, and their respective successors and permitted assigns.

Governing Law; Dispute Resolution. This Purchase Order will be interpreted and enforced in accordance with the laws of the State of California without regard to conflicts of laws and excluding the U.N. Convention on the Contracts for the International Sale of Goods. Any and all disputes, controversies or claims based on, arising out of, or relating to this Purchase Order or breach hereof will be submitted to final and binding arbitration. The arbitration will take place in the County of Orange, State of California, and may be compelled and enforced according to the California Arbitration Act (Code of Civil Procedure§§ 1280 et seq.). Unless the parties mutually agree otherwise, the arbitration will be conducted before JAMS (formerly known as JAMS Undisputed, Inc. and JAMS Arbitration and Mediation Services, Inc.) (https://www.jamsadr.com/) according to its Commercial Dispute Resolution Rules. An order compelling arbitration and/or judgment on the award the arbitrator renders may be sought solely in the State or Federal Courts of the County of Orange, State of California. The parties agree to nominate for confirmation one arbitrator to decide the dispute. If the parties cannot agree upon an arbitrator within thirty (30) days from the notice of arbitration, then the arbitrator will be appointed by JAMS from a strike list. The arbitration will be conducted in the English language. Each party will bear its own attorneys’, experts’ and other fees and expenses in connection with any arbitration unless otherwise determined by the arbitrator. Any laws allowing or providing for a judicial review de novo of such arbitration are hereby waived, and the award of the arbitration will be final, binding and not subject to de novo review. In resolving any dispute by arbitration, the intent of the parties as expressed in these Terms and Conditions will be controlling over any contrary presumption of law. The arbitrator will have no power, authority, or jurisdiction, however, to award any remedy different than or in excess of the remedy or remedies set forth herein. Furthermore, the arbitrator will have no power, authority, or jurisdiction to award any remedy or remedies that exceed the limitations of liability expressly provided in these Terms and Conditions. Each party will promptly pay its share of all arbitration fees and costs. If a party fails to pay such share promptly upon demand, the arbitrator will, upon written request by the other party, enter a final and binding decision against the non-paying party for the full amount of such share, together with an award of attorneys’ fees and costs incurred by the other party in obtaining such decision, which decision may be entered in any court of competent jurisdiction. Any action for any claim arising under this Purchase Order or in connection herewith must be commenced within two (2) years after the alleged cause of action has accrued.

General. A party does not waive any right under this Purchase Order by failing to insist on compliance with any of the terms of this Purchase Order or by failing to exercise any right hereunder. The rights and remedies of the parties under this Purchase Order are cumulative, and either party may enforce any of its rights or remedies under this Purchase Order or other rights and remedies available to it at law or in equity. If any provision of this Purchase Order is determined by any court or governmental authority to be unenforceable, the parties intend that this Purchase Order be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. Sections 3, 15, 16, 19 and 26-29 will survive beyond Supplier’s performance under this Purchase Order or termination or cancellation of this Purchase Order for any reason.

Miscellaneous. The section headings of this Purchase Order are for convenience only and have no interpretive value.

Notices. All notices given under this Purchase Order must be delivered to the recipient’s address specified in this Purchase Order in written non-electronic form, and in English, and will be effective when received.

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