THE FOLLOWING TERMS AND CONDITIONS (THE 'TERMS AND CONDITIONS') SHALL CONSTITUTE THE AGREEMENT (THE 'AGREEMENT) BETWEEN KATTIESTAG.COM ('SELLER' OR US) AND PURCHASER (YOU OR 'PURCHASER') WITH RESPECT TO THE SALE OF PRODUCTS BY SELLER TO PURCHASER. THIS AGREEMENT INCORPORATES THE PRODUCT TYPE, QUANTITY AND SHIPMENT DATE TERMS SET FORTH IN YOUR ELECTRONIC OR WRITTEN PURCHASE ORDER, WHEN ACCEPTED BY KATTIESTAG. ALL OTHER TERMS SET FORTH IN THE PURCHASE ORDER, INCLUDING BUT NOT LIMITED TO, TERMS RELATED TO EXPRESS OR IMPLIED WARRANTIES, ARE SUPERSEDED AND REPLACED BY THESE TERMS AND CONDITIONS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS CONTAINED IN THE PURCHASE ORDER AND THESE TERMS AND CONDITIONS, THESE TERMS AND CONDITIONS SHALL CONTROL.
All Prices are shown in U.S. Dollars. All prices are F.O.B. Seller's facilities. Prices, minimums, quantities and specifications are subject to change without notice. Partial orders of products may be shipped from time to time so long as the ordered quantity is shipped by the shipment date. Actual color of the products may vary from those shown, due to limitations of computer transmission and printing process. Title and risk of loss shall pass to Purchaser at the time of delivery to the carrier for shipment. This provision shall apply even if a price is quoted F.O.B. destination.
ALL PRICES ARE SHOWN F.O.B. SELLER'S FACILITIES. SHIPPING CHARGES WILL APPLY TO ALL ORDERS AT THE CURRENT RATE AND SHALL BE ADDED TO THE INVOICE. TO SAVE YOU MONEY, WE RESERVE THE RIGHT TO USE THE LOWEST COST CARRIER ON YOUR BEHALF, UNLESS OTHERWISE SPECIFIED ON YOUR ORDER. FOR MOST ORDERS, THE FOLLOWING SHIPPING CHARGES APPLY:
FOR PERFORMANCE REASONS, WE DELETE UNORDERED ITEMS FROM CUSTOMERS SHOPPING CARTS AFTER THIRTY (30) DAYS.
FOR STOCK PRODUCTS, CANCELLATION NOTICES MUST BE RECEIVED BY SELLER IN WRITING, AT LEAST TWENTY-FOUR (24) HOURS PRIOR TO THE SHIPMENT DATE AND MAY BE SUBJECT TO A RE-STOCKING CHARGE IN SELLER'S DISCRETION. IF YOU CANCEL A CUSTOM ORDER BEFORE PRODUCTION HAS STARTED, WE MAY BE ABLE TO ACCOMMODATE YOUR REQUEST. HOWEVER, WE IN NO WAY GUARANTEE THAT WE WILL BE ABLE TO ACCOMMODATE CUSTOM ORDER CANCELLATION REQUESTS. ONCE A CUSTOM ORDER REACHES THE FACTORY FLOOR, WE ARE UNABLE TO ISSUE ANY REFUND. GIVEN OUR FAST TURNAROUNDS, THIS GENERALLY OCCURS WITHIN A DAY OR TWO OF YOUR APPROVAL. WE RESERVE THE RIGHT TO DENY PROFANE, OBSCENE, ABUSIVE, OFFENSIVE, OBJECTIONABLE, UNINTELLIGIBLE LANGUAGE TO BE PRINTED ON CUSTOM SIGNS.
FOR DOMESTIC (USA) SHIPMENTS: DUE TO THEIR UNIQUE NATURE, WE CANNOT ACCEPT RETURNS OF CUSTOMIZED PRODUCTS, UNLESS A DEFECT IN MANUFACTURING IS PRESENT AS REASONABLY DETERMINED BY US. PLEASE MAKE SURE THAT YOU APPROVE THE ONLINE PROOF AND CHECK MATERIAL SPECIFICATIONS.
FOR INTERNATIONAL SHIPMENTS: WE DO NOT ACCEPT RETURNS FOR ITEMS SHIPPED OUTSIDE THE US, BECAUSE IT IS PROHIBITIVELY EXPENSIVE TO SHIP TO AND FROM INTERNATIONAL ADDRESSES. PLEASE KEEP THIS IN MIND IF YOU ARE AN INTERNATIONAL CUSTOMER.
ANY QUESTIONS PERTAINING TO YOUR ORDER MAY BE DIRECTED TO CUSTOMER SERVICE
Purchaser shall not use Seller's intellectual property, whether tangible or intangible, including, but not limited to, Seller's designs, descriptions, illustrations, artwork, photographic layouts, trademarks or trade names ('Intellectual Property'), without Seller's prior written approval. No license or right to use Seller's Intellectual Property is implied or granted herein.
Seller may terminate this Agreement if Purchaser breaches or is in default of any obligation hereunder, which default is incapable of cure; or which, being capable of cure, has not been cured within five (5) days after receipt of notice of such default; or such additional cure period as Seller may authorize. Seller may terminate this Agreement without notice and may regard Purchaser as in default of this Agreement, if Purchaser becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its affairs. Upon termination for nonpayment, Seller shall be entitled to cease filling orders in addition to any other remedies to which it may be entitled.
SELLER HAS NOT MADE AND DOES NOT MAKE, NOR SHALL SELLER BE DEEMED TO HAVE MADE OR GIVEN, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY, GUARANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANDISE DESIGN, VALUE, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, OR EXPRESS OR IMPLIED WARRANTIES AS TO QUALITY OR CORRESPONDENCE WITH PRIOR DESCRIPTION OR SAMPLE. IF MERCHANDISE IS PURCHASED BY WAY OF A PURCHASE ORDER OR SIMILAR DOCUMENT, THAT DOCUMENT IS DEEMED TO INCLUDE THIS DISCLAIMER OF EXPRESS AND IMPLIED WARRANTIES, REGARDLESS OF WHETHER THE PURCHASE ORDER OR DOCUMENT IS SILENT OR CONTRARY TO THIS DISCLAIMER.
PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ALL ACTUAL OR ALLEGED LIABILITY, LOSS, DAMAGE, COST AND EXPENSE, INCLUDING ACTUAL ATTORNEY'S FEES AND COURT COSTS, TO THIRD PARTIES RESULTING FROM PURCHASER'S BREACH OF THIS AGREEMENT, OR FROM THE USE OF MERCHANDISE WHILE SUCH MERCHANDISE IS IN PURCHASER'S, OR PURCHASER'S END-USER'S, POSSESSION OR CONTROL. IN ADDITION, PURCHASER AGREES TO DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL LIABILITY, LOSS, DAMAGE, COST AND EXPENSE, INCLUDING ACTUAL ATTORNEY'S FEES AND COURT COSTS, WHICH SELLER MAY SUFFER OR INCUR ARISING FROM PURCHASER'S RESALE OF MERCHANDISE, PURCHASER'S OR END-USER'S LABELS, PACKAGING, SPECIFICATIONS, SALE OR USE OF MERCHANDISE, INCLUDING BUT NOT LIMITED TO, ACTUAL OR ALLEGED PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT.
Seller's maximum liability for any breach of this Agreement, or any other claim related to the merchandise, shall be limited to the price of the merchandise or portion thereof sold to Purchaser hereunder. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOST PROFITS OR BUSINESS OPPORTUNITIES OR DAMAGE TO REPUTATION.
Any other previous oral or written communications, representations, agreements or understanding between the Seller and Purchaser are no longer of any force and effect; this Agreement supersedes and replaces all prior agreements between Seller and Purchaser, and constitutes the entire agreement and understanding between the parties, concerning the sale and purchase of merchandise. This Agreement shall not be modified or amended orally, or by any course of dealing or trade usage, but only in writing executed by both parties, and shall not be assigned by Purchaser without the express written consent of Seller. The terms and conditions of this Agreement shall be binding upon each parties successors and assigns, as applicable. Seller may, without the consent of Purchaser, assign its rights hereunder, including its rights to collect and receive payment of amounts due hereunder.
If Seller's ability to deliver merchandise is impaired due to circumstances beyond Seller's reasonable control, including but not limited to fire, flood, government action, accident, labor disputes or shortage, or inability to obtain from its usual sources raw material, materials (including energy), finished goods, equipment, or transportation, Seller shall be excused without liability from making delivery to the extent of such impairment. If Seller's ability to deliver a product is reduced due to any such circumstances, Seller may reduce the contract quantity upon written notice to Purchaser, in which case Purchaser's obligation to purchase merchandise from Seller hereunder shall be reduced and adjusted accordingly.
All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be deemed to have been properly given or served by (i) depositing in the United States Mail, postpaid and registered or certified return receipt requested, (ii) hand delivery; or (iii) reputable express courier providing written receipt of delivery, and addressed to the addresses of the parties set forth herein or on purchaser's purchase order. All notices, demands and requests shall be effective upon the date of actual receipt of the notice, demand or request by the addressee thereof. Rejection, or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to be receipt of the notice, demand or request sent. By giving at least thirty (30) days written notice hereof, both parties shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses.
The failure of either party to insist, in any one instance or more, upon the performance of any of the covenants or conditions of this Agreement, or to exercise any right or privilege herein conferred, shall not be construed as thereafter waiving any such covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect.
Seller represents and warrants that products sold to Purchaser pursuant to these Terms and Conditions and Purchaser's purchase order shall comply with applicable federal, California and County of Los Angeles, California laws and rules and regulations. Purchaser represents and warrants its performance hereunder and subsequent actions with respect to the products will comply with all applicable laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its conflict of laws principles, and shall be deemed entered into at Seller's place of business. The parties hereto hereby consent to the adjudication of any controversy arising under the contract by the Courts of the State of California in County of Los angeles, New York.
Nothing contained herein shall be construed to create an association, joint venture, trust, or partnership, or impose a trust or partnership covenant, obligation, or liability on or with regard to the parties. Each party shall be individually responsible for its own covenants, obligations, and liabilities under this Agreement.
Any ambiguities or uncertainties in the wording of any provision of this Agreement shall not be construed or interpreted for or against any party because that party drafted or caused its legal representative to draft the provision. Unless expressly stated otherwise in this Agreement, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.
If for any reason any provision contained in this Agreement is held to be invalid, illegal, unenforceable, or otherwise void by a court of competent jurisdiction, the remaining provisions of this Agreement shall not be affected and shall continue in full force and effect.
The headings used herein are for convenience purposes only and shall not be used to interpret the Agreement.