Terms & Conditions of Sale

These Terms govern all sales of products and related services provided by Seller unless otherwise agreed in a written agreement signed by both parties.

Any terms proposed by Buyer that conflict with, modify, or supplement these Terms are expressly rejected and shall have no force or effect unless expressly accepted in writing by Seller.

Seller's acceptance of any order is expressly conditioned upon Buyer's acceptance of these Terms.

All pricing is quoted in U.S. Dollars unless otherwise specified.

Prices do not include: sales taxes, use taxes, excise taxes, customs duties, tariffs, shipping charges, or governmental fees.

Buyer shall be responsible for all applicable taxes and governmental charges associated with the purchase, shipment, or use of the products, excluding taxes based solely on Seller's net income.

All accepted orders are final and non-cancelable unless otherwise agreed by Seller in writing.

Once production, procurement, design work, custom preparation, or fulfillment activities have commenced, Buyer shall remain responsible for: the full purchase price; all materials ordered; labor incurred; storage costs; third-party costs; and all other expenses incurred by Seller in connection with the order.

Seller reserves the right to reject any order at its sole discretion.

Unless otherwise agreed in writing: delivery terms shall be FOB Seller's facility; title and risk of loss transfer to Buyer upon tender of products to the carrier.

Delivery dates are estimates only and are not guaranteed.

Seller shall not be liable for delays caused by: carrier issues, supply chain interruptions, labor shortages, equipment failures, governmental actions, or events beyond Seller's reasonable control.

Buyer is responsible for inspecting shipments upon receipt and notifying the carrier of any transit damage.

Buyer shall inspect all products promptly upon receipt.

Any claim for shortages, defects, or nonconforming products must be submitted in writing within thirty (30) days after delivery.

Failure to provide written notice within such period constitutes final acceptance of the products.

Use, resale, modification, or distribution of products by Buyer constitutes acceptance.

Unless otherwise agreed in writing: invoices are due upon receipt or within thirty (30) days from invoice date; overdue balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Seller reserves the right to: suspend production, withhold shipment, revoke credit terms, require deposits, or require full prepayment at any time.

Buyer shall reimburse Seller for all reasonable costs of collection, including attorneys' fees and collection agency costs.

Seller warrants solely to Buyer that products shall materially conform to agreed specifications at the time of delivery.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

Buyer acknowledges that product suitability and compatibility are Buyer's responsibility.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: SELLER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER, PRODUCT, OR SERVICE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR: LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, DOWNTIME, INDIRECT DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, EXEMPLARY DAMAGES, PUNITIVE DAMAGES, OR CONSEQUENTIAL DAMAGES.

These limitations apply regardless of legal theory, including contract, negligence, strict liability, or otherwise.

Any claim against Seller must be commenced within one (1) year after the cause of action arises.

Buyer assumes full responsibility for: product handling, storage, transportation, labeling, resale, compliance, and end-use applications.

Buyer shall indemnify, defend, and hold harmless Seller and its officers, employees, affiliates, managers, and agents from any claims, damages, liabilities, losses, costs, or expenses arising from: Buyer's misuse of products; Buyer's negligence; regulatory violations; labeling violations; product modifications; resale activities; or Buyer's breach of these Terms.

All intellectual property rights belonging to Seller remain the exclusive property of Seller.

Nothing in these Terms transfers ownership of: trademarks, trade names, designs, patents, copyrights, manufacturing methods, trade secrets, software, specifications, or proprietary processes.

Any custom designs, proofs, concepts, mockups, renderings, packaging layouts, or production files created by Seller remain Seller's property unless otherwise agreed in writing.

Buyer represents and warrants that any artwork, branding, logos, text, or materials supplied by Buyer do not infringe the rights of any third party.

Buyer shall indemnify Seller from any claims arising from Buyer-provided materials.

All pricing, specifications, proposals, manufacturing processes, samples, drawings, and technical information provided by Seller are confidential and proprietary.

Buyer shall not disclose such information to any third party without Seller's prior written consent.

Seller shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including: acts of God, natural disasters, fire, flood, pandemics, labor disputes, transportation failures, utility interruptions, cyberattacks, governmental actions, war, terrorism, supply shortages, or material allocation constraints.

Seller may allocate available inventory and production capacity among customers in its sole discretion.

These Terms shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware.

Buyer consents to personal jurisdiction and venue in such courts.

THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.

These Terms constitute the entire agreement between the parties concerning the subject matter herein and supersede all prior discussions or understandings.

No waiver shall be effective unless in writing signed by Seller.

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

Buyer may not assign its rights or obligations without Seller's prior written consent.

Electronic signatures, scanned signatures, and electronic acceptance shall be deemed valid and enforceable.