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General Term and Conditions of Sales

EMBROIDME / FULLY PROMOTED GENERAL TERMS AND CONDITIONS

 

  1. Written quotes will be honored for thirty days from the date sent. Quotes are subject to change based on current rates and final specifications.
  2. Quotation will not be made into a work order until final art approval. Upon final art approval, CLIENT must have at least a 50% deposit for us to proceed with your order. That includes ordering items, file creation or modifications, and production. If any changes are made after final art approval you may be subject to restocking fees, additional shipping fees, art fees, etc.
  3. All payments are due upon product delivery.
  4. For promotional items, our vendors impose to us a 5% over or under variance which is considered complete. If under we do not get billed. If over, we get billed accordingly. While we always require the “exact quantity” to our vendors, our industry has not yet reached the necessary benchmark of providing these exact quantities all the time. Fully Promoted-Cleveland continues to push for better accuracy and will make every effort to fill orders accurately. EXACT QUANTITY requests are available at approximately $50/order. Please consult your sales representative to include this as part of your order.
  5. Turnaround times are an estimate, not a guarantee. Turnaround begins after final art approval and deposit is paid. Your order will be complete in 5-10 business days. If you need your product by a specific earlier date you will be charged a rush fee. Rush fee structure:  Same/next day 40% of order. Third day 30% of order. Fourth day 20% of order. Time starts after final art approval.
  6. Product does not include shipping and handling costs. Shipping is determined by product weight, shipping priority and destination. Shipping costs, if applicable, will be added when we place order for your items. Larger orders have free shipping and we will pass that savings onto you.
  7. It is a generally accepted practice in the apparel and promotional materials industry supplier over & under runs. EmbroidMe/Fully Promoted reserves the right to bill and ship up to 5% over-runs and under-runs. If exact quantity is required, the purchase order must state “Exact Quantity.” There is a $50 charge for exact quantity requests, except for apparel.
  8. BYO Policy – The Company is not liable for customer products (Bring Your Own). From time to time, problems occur with imprinting, embroidery, Heat Press. If the apparel is not purchased through our vendors, we cannot replace nor refund these items.
  9. Orders for EmbroidMe/Fully Promoted of North Olmsted goods (the “Goods”) are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from EmbroidMe/Fully Promoted of North Olmsted (“EmbroidMe/Fully Promoted of North Olmsted”) to you and/or the company you are authorized to represent (“you”). EmbroidMe/Fully Promoted of North Olmsted’s performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon EmbroidMe/Fully Promoted of North Olmsted.
  10. Warranties, Disclaimer, Limitations on Liability. EmbroidMe/Fully Promoted of North Olmsted warrants only that the Goods shall be free from material defects on the delivery date, provided, you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by EmbroidMe/Fully Promoted of North Olmsted. You must provide EmbroidMe/Fully Promoted of North Olmsted with written notice of any warranty claims no later than ten (10) days after receipt of the applicable order of Goods. Failure to provide written notice within such 10-day period shall void EmbroidMe/Fully Promoted of North Olmsted’s warranties in their entirety. As EmbroidMe/Fully Promoted of North Olmsted’s sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, EmbroidMe/Fully Promoted of North Olmsted shall, upon written notice from you, either (at EmbroidMe/Fully Promoted of North Olmsted’s option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to EmbroidMe/Fully Promoted of North Olmsted, and all risk of loss or damage during shipment shall be borne by you. EmbroidMe/Fully Promoted of North Olmsted will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
  11. You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within EmbroidMe/Fully Promoted of North Olmsted’s control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY’S OR ITS CUSTOMERS’ NEEDS, AND EMBROIDME/FULLY PROMOTED OF NORTH OLMSTED MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY EMBROIDME/FULLY PROMOTED OF NORTH OLMSTED. EMBROIDME/FULLY PROMOTED OF NORTH OLMSTED EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
  12. IN NO EVENT WILL EMBROIDME/FULLY PROMOTED OF NORTH OLMSTED BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF EMBROIDME/FULLY PROMOTED OF NORTH OLMSTED IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EMBROIDME/FULLY PROMOTED OF NORTH OLMSTED. You agree that, regardless of the form of action, whether in contract or tort, including negligence, EmbroidMe/Fully Promoted of North Olmsted’s liability for damages claimed by you with respect to the Goods shall not exceed fees received by EmbroidMe/Fully Promoted of North Olmsted from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, EmbroidMe/Fully Promoted of North Olmsted’s liability for damages claimed by third parties with respect to the Goods, as between EmbroidMe/Fully Promoted of North Olmsted and you shall not exceed fees paid to EmbroidMe/Fully Promoted of North Olmsted hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to EmbroidMe/Fully Promoted of North Olmsted), may be brought by either party more than one (1) year after the date of the alleged breach. EmbroidMe/Fully Promoted of North Olmsted shall not be liable for any failure to perform under this policy where such failure is due to any cause beyond EmbroidMe/Fully Promoted of North Olmsted’s control.
  13. You hereby release and shall defend and hold EmbroidMe/Fully Promoted of North Olmsted and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys’ fees) related to third party actions (a) in which it is determined that EmbroidMe/Fully Promoted of North Olmsted is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
  14. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for EmbroidMe/Fully Promoted of North Olmsted, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of EmbroidMe/Fully Promoted of North Olmsted or to pledge the credit of EmbroidMe/Fully Promoted of North Olmsted. This Agreement shall be governed by and construed under the laws of the State of Washington, without regard to any conflicts of law principles to the contrary.
  15. This Agreement shall be construed under the laws of the State of Ohio, excluding any conflict of laws principles, hereof. All parties, their successors and assigns, consent to the jurisdiction of any court of competent jurisdiction in Cuyahoga County, Ohio, for purposes of any actions or proceedings arising out of or relating to this Agreement or the subject matter hereof; provided that the parties may also utilize other courts for purposes of execution of judgments.  The parties waive and agree not to assert by way of an affirmative defense or motion, as a defense or otherwise, in any such action or proceedings any claim that he/she is not personally subject to the jurisdiction of such court for the action or that the proceeding is brought in an inconvenient forum.  The Employee also waives any right to trial by jury of any action seeking to enforce or for breach of the covenants and restrictions arising hereunder.
  16. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or telecopier, for EmbroidMe/Fully Promoted of North Olmsted, to the current contact information on our website at www.EmbroidMe-North Olmsted.com, and, for you, to the address EmbroidMe/Fully Promoted of North Olmsted has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of EmbroidMe/Fully Promoted of North Olmsted, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties’ fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.

 

 

GENERAL TERMS AND CONDITIONS FOR DIRECT MAIL

  1. Turnaround. EmbroidMe/Fully Promoted estimates that all orders will be ready to ship within a commercially reasonable time from the business day the order is completed. Delivery time shall be determined by the complexity of the order.

 

  1. Production Date. It is the customer’s responsibility to deliver the creatives, including, but not limited to artwork, text, and images to EmbroidMe/Fully Promoted within fifteen (15) days of purchase in order for EmbroidMe/Fully Promoted  to begin production. If any required creatives are not received within fifteen (15) days, EmbroidMe/Fully Promoted  may impose a late fee penalty equal to ten percent (10%) of the applicable order.
  2. Content Restrictions. EmbroidMe/Fully Promoted reserves the right to use its sole discretion in refusing to print anything it deems improper or known to be illegal. EmbroidMe/Fully Promoted  is not liable for any damages resulting from unwitting violation of copyright laws or illegal use of trade names or slogans. The customer guarantees the legal title of all matter submitted to EmbroidMe/Fully Promoted  for printing and/or publication.
  3. Confidentiality. Each party may receive from the other party information that relates to the other party’s business, research, development or trade secrets, including but not limited to data, mailing lists, and marketing plans (“Confidential Information”). Confidential Information shall also include the terms of this Agreement; including, but not limited to, pricing. Each party agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosing to other persons the Confidential Information of the other party. Each party further agrees not to disclose or permit any other person or entity access to the other party’s Confidential Information, except such disclosure or access shall be permitted to an employee, agent, representative or independent contractor of such party requiring access in order to perform his or her employment or services as they relate to the Products provided herein. Each party shall insure that its employees, agents, representatives, and independent contractors are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Section. A party shall immediately notify the other party in writing of all circumstances surrounding any possession, use or knowledge of Confidential Information by any person or entity other than those authorized by this Agreement. Confidential Information shall not include, information of the other party which (i) the receiving party rightfully possessed before it received such information from the other party; (ii) subsequently becomes publicly available through no fault of the receiving party; (iii) is subsequently furnished to the receiving party by a third party without restrictions on disclosure; or (iv) is required to be disclosed by law, provided that the receiving party will use reasonable efforts to notify the other party prior to disclosure. Upon the expiration or termination of this Agreement, each party shall, upon request of the other party, return or destroy all Confidential Information of the other party. In the case of destruction, the receiving party shall certify such destruction to the disclosing party within thirty (30) days following request for such certification. Both parties acknowledge that, if a party breaches (or attempts or threatens to breach) its obligations under this Section, the non-breaching party may suffer irreparable harm. Accordingly, the parties agree that the non-breaching party shall be entitled to seek injunctive relief against the breaching party, its officers or employees and such other rights and remedies to which the non-breaching party may be entitled to at law, in equity or under this Agreement for any violation of this Section.
  4. Liability. EmbroidMe/Fully Promoted ’s liability shall be limited to the price paid by the customer of any defective goods, and shall in no event include special, consequential, incidental, indirect or similar damages, including without limitation, lost profits. EmbroidMe/Fully Promoted represents that every product manufactured pursuant to this Agreement meets industry standards for such product and is free of any material defect in workmanship. IT IS EXPRESSLY AGREED THAT THIS REPRESENTATION IS IN LIEU OF ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR PARTICULAR USE AND MERCHANTABILITY. EmbroidMe/Fully Promoted  makes no warranties with respect to any defect in any direct mail piece or as to the effectiveness and/or response rate of any direct mail piece, and no actions or words of EmbroidMe/Fully Promoted  or its officers, employees or agents shall constitute a warranty. ALL SALES ARE FINAL.
  5. Indemnification. The customer represents that it has the legal right to the printed materials produced by EmbroidMe/Fully Promoted pursuant to a customer order. In the event that a charge, claim or demand, action or proceeding (collectively, a “Claim”) is made or commenced against EmbroidMe/Fully Promoted  based upon, relating to or arising from the alleged wrongful acts of the customer, or alleging that the printing performed or product produced by EmbroidMe/Fully Promoted  on behalf of the customer: (a.) infringes any copyright, patent or other proprietary right of any person; or (b.) contains matter that is libelous, slanderous, defamatory, scandalous or obscene, the customer shall indemnify and hold EmbroidMe/Fully Promoted  harmless from and against any loss, damages, cost and expense arising from or related to the Claim, including, without limitation: (1.) defending EmbroidMe/Fully Promoted  against any such Claim (2.) paying any judgment or award against EmbroidMe/Fully Promoted  and (3.) reimbursing EmbroidMe/Fully Promoted  for any legal fees and expenses it reasonably incurs in responding to any Claim.
  6. Audit. In the event customer is licensing from EmbroidMe/Fully Promoted any of EmbroidMe/Fully Promoted ’s consumer or business marketing data (“Licensed Data”), upon acceptance of this Agreement and full and proper payment of all amounts due to EmbroidMe/Fully Promoted , EmbroidMe/Fully Promoted  grants customer a personal, nontransferable and nonexclusive license to possess and use the Licensed Data solely for customer’s own direct marketing and customer prospecting purposes in strict accordance with the terms of this Agreement during the usage period identified above. If no usage period is selected, the license’s term shall be for a period of one (1) year. EmbroidMe/Fully Promoted  shall retain all right, title and interest in and to the Licensed Data and all intellectual property contained therein. EmbroidMe/Fully Promoted  reserves the right, but is not obligated, to monitor customer’s compliance with the terms of this Agreement which may, without limitation, include using a combination of control methods including implantation of decoy information. Upon expiration or termination of this Agreement, or any license granted herein, customer shall immediately discontinue use of the Licensed Data and to permanently delete or return all copies of Licensed Data, except as expressly provided herein. In the event customer fails to fully comply with the foregoing obligations, customer shall pay to EmbroidMe/Fully Promoted , as liquidated damages and not a penalty, an amount equal to one-twelfth of the total fees charged under this Agreement for each month of customer’s noncompliance. Customer shall certify in writing as to its compliance with its obligations within ten (10) days of EmbroidMe/Fully Promoted ’s request. By customer’s access to any Licensed Data, customer acknowledges and agrees that EmbroidMe/Fully Promoted  (or its designee) may, during the term of this Agreement and for a period of two (2) years following the termination of this Agreement, audit customer for the sole purpose of examining and verifying that customer has complied with the terms of this Agreement. Any such audits will occur during customer’s normal business hours and customer shall fully cooperate with EmbroidMe/Fully Promoted  in connection with any such audits.
  7. Electronic Manuscripts/Images. It is the customer’s responsibility to maintain a copy of the original computer files, artwork and transparencies. EmbroidMe/Fully Promoted is not responsible for accidental loss or damage to media supplied by the customer or for errors on supplied artwork furnished by the customer. Until EmbroidMe/Fully Promoted  can evaluate digital input, no claims or promises are made about our ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise. EmbroidMe/Fully Promoted  does not archive your work for longer than it takes to produce the final product.
  8. Alterations/Corrections. Quoted price is only for work done according to original specifications provided by customer and approved by EmbroidMe/Fully Promoted . All changes from the original specifications will require additional approvals and may be subject to additional fees. If through customer error, or changes in specifications, work has to be done a second time or more; such extra work shall be charged at current rates for the work performed.
  9. The Guarantee of Color and Exact Color Matching. Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operations, a “pleasing color” variation between color proofs and the completed job [as determined by generally accepted trade technical methods] is to be expected. When such a variation occurs, it will be considered acceptable performance. EmbroidMe/Fully Promoted does not guarantee an exact color match to the art submitted.
  10. Delivery/Title/Risk of Loss. EmbroidMe/Fully Promoted is not responsible for delays and/or damage incurred during shipping. Title and risk of loss for finished work passes to the customer upon delivery to the carrier at shipping point.
  11. Claims. Claims for defects, damages, or shortages must be made by the customer in writing no later than ten (10) calendar days after delivery to carrier at shipping point. If no such claim is made, EmbroidMe/Fully Promoted and the customer will understand that the job has been accepted. By accepting the job, the customer acknowledges that EmbroidMe/Fully Promoted ’s performance has fully satisfied all terms, conditions and specifications. In case of dispute, all products will be returned to EmbroidMe/Fully Promoted ’s facility in order for EmbroidMe/Fully Promoted  to fully inspect the damages.
  12. Disputes & Venue. All disputes arising under the terms of this Agreement or for the work performed pursuant to the terms of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Nebraska without regard to its conflict of laws rules. The venue for any dispute shall be Cuyahoga County, Ohio, USA, and customer hereby consents and agrees to said jurisdiction and venue.
  13. Right to Subcontract. EmbroidMe/Fully Promoted shall have the right to assign all or any portion of the work required to another contractor.
  14. Workmanship Guarantee. We guarantee all orders to be free of defects in workmanship. If any order does not match the generally accepted trade standards, we will reprint the order or issue the customer a refund at our discretion.
  15. Samples. Customer hereby consents to the use of any customer product as a sample for EmbroidMe/Fully Promoted ’s advertising or promotional purposes unless customer expressly prohibits such use or such use is in conflict with any other agreement between EmbroidMe/Fully Promoted and customer.
  16. Billing. Customer invoices shall be calculated upon customer’s approval of an electronic proof. All orders must be paid in full, in advance of printing and/or mailing. Orders may be paid by customer check, bank wire, or credit card (Visa, MasterCard, American Express, or Discover). All payments by customer check must be mailed to: EmbroidMe/Fully Promoted .com, Attn: Department Manager, 1020 E 1st Street, Papillion, Nebraska, USA, 68046. Printing and/or mailing shall commence only upon receipt of customer payment via an authorized payment method.
  17. Shipping Changes and Shipping Methods. Due to our quick turnaround, shipping methods selected are final and cannot be changed once the order is submitted. We will not upgrade or change the shipping method that was selected. Also, we will not use any other form of shipping that is not one of our pre-determined shipping options. We will not use customer’s account numbers, regardless of the carrier for the shipping of orders.
  18. Force Majeure. Neither EmbroidMe/Fully Promoted or customer shall be responsible nor incur any liability or penalty for delays due to (1) material shortages, (2) state of war, (3) riot, (4) civil disorder, (5) fire, (6) strikes, (7) lockouts, (8) floods, (9) accidents, (10) action of government or civil authority and (11) acts of God or other causes beyond the control or EmbroidMe/Fully Promoted  or customer.
  19. Injury to Persons. Customer assumes all risks and liability for loss, damage or injury to persons or property of customer or others arising out of the material(s) made and sold under this Agreement.
  20. Changes. EmbroidMe/Fully Promoted may change, modify, add or remove portions of this policy at any time, and any changes will become effective immediately upon being posted unless stated otherwise. This policy was last revised on April 30, 2015.

 

 

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