Terms and Conditions
Last Revised November 17 2022.
Set forth below are (1) Terms & Conditions for use of the alphabroder.com Websites, (2) Terms & Conditions for Sale of Products, (3) Decoration Terms & Conditions of Sale, (4) alphabroder's Policies for Sale of Branded & Private Brand Products and (5) Supplier Purchase Order Terms & Conditions (Non alphabroder Private Brands).
(1) Terms & Conditions for Website Use
(2) Terms & Conditions for Sale of Products by alphabroder
(3) Decoration Terms & Conditions of Sale
(4) Policies for Sale of Branded & Private Brands
(5) Supplier (to alphabroder) Purchase Order Terms & Conditions (Non alphabroder Private Brands)
TERMS & CONDITIONS FOR WEBSITE USE
If you work for or represent a business, you represent and agree that you are authorized by that business to enter into this Agreement on behalf of that business. alphabroder is relying on the fact that you are authorized to enter into this Agreement on behalf of that business. If at any time you do not agree to be bound by this Agreement, you must immediately stop using the Site.
alphabroder reserves the right, from time to time, in its sole discretion, to change, modify, update, discontinue, remove, revise, delete or otherwise change any portion of the Site or these Website TAC, in whole or in part, at any time without further notice. For changes to these Website TAC that we deem material, we will place a notice on www.alphabroder.com by revising the link on the homepage to read substantially as Updated Terms and Conditions for an amount of time that we determine in our discretion. If you access or use the Site in any way after the Website TAC have been changed, you will be deemed to have read, understood and unconditionally consented to and agreed to such changes. The most current version of these Website TAC will be available on www.alphabroder.com and will supersede all previous versions of these Website TAC.
1. Registration. Certain parts or features of the Site may require registration/creation of an account or may otherwise ask you to provide information to participate in certain features or to access certain content. The decision to provide this information is purely voluntary and optional; however, if you elect not to provide such information, you may not be able to access certain content or participate in certain parts or features of the Site. You agree that you will not provide any false personal information to the Site, or create an account for anyone other than yourself or your company without their permission. You will also not create more than one personal profile, and if you select a username for your account, we reserve the right to remove or reclaim it if we believe in our sole discretion that is necessary or appropriate (such as if a trademark owner complains about a username). If you register with the Site, you are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer so that others may not access the password protected portion of the Site. You accept responsibility for all activities that occur under your account, email or password, if any, and agree you will not sell, transfer or assign your membership or any membership rights. alphabroder may, in its sole discretion, and at any time, with or without notice, terminate your password and membership, for any reason or no reason at all. If we disable your account, you agree that you will not create another one without our permission.
2. Use of the Site. Provided you comply with the terms of this Agreement, you may access, use or download the Site and the materials provided on it ("Content") for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. alphabroder grants you a limited, revocable, nonexclusive right to use the online marketing tools and services provided through or on the Site, including but not limited to Custom Catalog, Design Studio, Digital Lounge, Marketing Hub, Sell Sheet Wizard, Campaign Manager (collectively, "Marketing Tools") as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content or Marketing Tools is allowed. For purposes of this Agreement, Marketing Tools are included in the definition of Content. These limited rights are granted to you as long as you:
. Agree that, once you receive an alphabroder "customer number" you and/or authorized employees and agents will use your customer number to access the Site for your internal business purposes, and you will not allow anyone other than your authorized employees or agents to use your customer number to access the Site for these purposes.
. Make only lawful use of the Site and the Content.
. Violate no rights or licenses of any third party.
. Keep unchanged all copyright and other notices.
. Protect the Content from unauthorized use, modification, reproduction, distribution or publication.
. Do not portray alphabroder, its affiliates or licensors, or their products or services, in a false, misleading, derogatory, or offensive way, as determined by alphabroder in its sole discretion.
. Abide by all applicable local, state, federal, national and international laws, rules and regulations.
. Send e-mails only to recipients with whom you have a prior business relationship.
. Send no e-mails to recipients who have asked that you stop sending them e-mails.
. Do not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of your services or of any Content.
. Do not directly or indirectly access, use or download Content for the purpose of competing with alphabroder (e.g., scraping product data or user information).
You may not upload post, transmit, distribute or otherwise publish on or to the Site any of the following:
. Software virus or other harmful component.
. Advertising or commercial material of any kind, except as expressly authorized in advance by alphabroder.
. False, threatening, libelous, defamatory, pornographic, obscene or otherwise unlawful material.
You may not interfere with the Site or any other user's use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the site, or inserting any code or product or manipulating the Content in any way that affects any third party's experience of the Site.
alphabroder may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations under this Section 2.
The Site and all of the Content it contains, or may in the future contain, including but not limited to text, video, pictures, graphics, designs, information, applications, software, music, audio files, articles, directories, guides, photographs as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, code, patents and/or any other form of intellectual property (collectively, the "Material") that relates to the Site are owned by or licensed by alphabroder or other third parties and are protected from any unauthorized use, copying and dissemination by copyright, trademark and other intellectual property and non-intellectual property laws and by international treaties. Except as expressly permitted in the limited license granted above or otherwise in writing by alphabroder, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute or exploit, in whole or in part, any of the Material. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the Material other than as permitted by this Agreement will violate this Agreement and may infringe upon our rights or the rights of the third party that owns the affected Material. You agree to report any violation of this Agreement by others that you become aware of. You are advised that alphabroder will aggressively enforce its rights to the fullest extent of the law. alphabroder may add, change, discontinue, remove or suspend the display of or access to any of the Material at any time, without notice and without liability.
alphabroder is pleased to hear from its visitors and welcomes your comments regarding alphabroder products and services but we are not soliciting from you creative suggestions, ideas, notes, photographs, drawings, or other materials. Without limiting the generality of the foregoing, if you send or post a submission or if you send us creative suggestions, ideas, notes, photographs, drawings, concepts, or any other information (each, a "Submission" and collectively, the "Submissions") despite our specific request that you not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. None of the Submissions shall be subject to any obligation of confidence on the part of alphabroder, and alphabroder shall not be liable for any use or disclosure of any Submissions. Any Submission may be used by alphabroder without restriction for any purpose whatsoever, including, without limitation, reproduction, disclosure, transmission, publication, broadcast or posting, and you hereby irrevocably waive, release and give up any claim that any use of such Submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas. alphabroder shall have and is hereby irrevocably granted the right, but not the obligation, to reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, incorporate, create derivative works from, exploit, distribute and otherwise use the Submission in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, without according you any compensation or credit. By submitting a Submission to the Site or alphabroder, you represent that such Submission is original with you and does not violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy. Submissions to the Site and/or alphabroder will not be acknowledged or returned. You agree and understand that alphabroder is not obligated to use any Submission you make to the Site or alphabroder and you have no right to compel such use. You hereby acknowledge and agree that your relationship with alphabroder is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to alphabroder does not place alphabroder in a position that is any different from the position held by members of the general public with regard to your Submission. You understand and acknowledge that alphabroder has wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by alphabroder's own employees. Many ideas or stories may be competitive with, similar or identical to your Submission in structure, purpose, function, theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of alphabroder's use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of alphabroder's actual or alleged exploitation or use of any material you submit to the Site and/or alphabroder, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the exploitation or other use of any alphabroder product or service based on or allegedly based on the material, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
4. Use by Children. The Site is intended only for those ages 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. alphabroder does not collect personally identifiable information from any person alphabroder knows to be under 18.
5. Links. Links from the Site to third party sites are provided only as a convenience. You use outside links at your own risk. These links do not constitute alphabroder's endorsement of any third party, its site, or its goods or services. alphabroder shall not be responsible for and hereby disclaims liability for any injury or damages you may experience by using third party materials. You may not create links to the Site that portray alphabroder in a false or misleading light. You may not use framing or similar techniques to enclose any portion of the Site. Except as intentionally enabled by the Marketing Tools, you may not link to any pages other than the alphabroder home page. Such third party sites are not monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for the content or performance of any third party site accessed through the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the applicable third party site. If you decide to leave the Site and access a third party site, you do so at your own risk and you should be aware that our terms and policies stated in this TAC no longer govern.
YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES OR THIRD PARTY APPLICATIONS, SOFTWARE OR CONTENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
6. Custom Websites. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING THIS SECTION 6, alphabroder WILL NOT ALLOW YOU TO SET UP OR MAINTAIN A CUSTOM SITE.
alphabroder and the alphabroder.com Custom Website Tool offers website design services and the hosting of custom websites to its subscribers. Custom websites (or website) must comply with these terms and conditions and all applicable local, state, national and international laws, rules and regulations. Copying, distributing, transmitting, displaying, modifying, selling, or participating in the sale of, or otherwise exploiting or using any part of the Site in any form or by any means other than what is expressly permitted by this Agreement is prohibited. If we determine that any content on your website is prohibited, we may remove it or delete the custom website. alphabroder reserves the right to make judgments about whether or not content is appropriate in its sole discretion.
alphabroder does not control and is not responsible for the content, quality or accuracy of any information, user generated content, third-party material or links contained on any custom website. You agree not modify, change or interfere with any of the software contained within or related to any Site or to circumvent, disable or otherwise interfere with any features, including security-related features, of this Site or the services found at this Site. By using the Site, including the Custom Website Tool, you represent and warrant that you have the right to all copyrights, trademarks, and other third party materials appearing anywhere on your website. Your website may not use another company's logo, trademark or other copyrighted material, including but not limited to visual representations, icons, graphics, service marks, altered marks, domain names, obvious name variations, phonetic equivalents, foreign language equivalents, takeoffs, and abbreviations without the written permission of the owner. You are expected to conduct proper research to ensure that the items posted to your custom website are in compliance with all local, state, national, and international laws. You may download and display alphabroder trademarks and images for your custom website, as long as they are used properly in accordance with this Agreement and are not used in a misleading or misrepresentative way. alphabroder may revoke permission for any usage at any time, with or without notice, in its sole discretion. alphabroder logos displayed on your custom website or other site must comply with alphabroder graphic standards. Your custom website must not lead or mislead users to believe you are alphabroder. You may not use any alphabroder trademark, name or brand as part of your company name, corporate name, trade name or domain name as set forth in this Agreement. Your custom website must provide your contact information, including your true name or registered trade name, and a street address or PO Box. Misleading statements (such as misleading uses of we or us) are not allowed. You may use information about alphabroder awards, accomplishments, memberships, announcements, etc., only with alphabroder's prior written approval in each instance as to placement and context.
Services provided by alphabroder, alphabroder.com and the Custom Website Tool may change from time to time. alphabroder reserves the right to change any and all services provided and to make changes to its systems, including but not limited to changes to system hardware, software and access and use procedures without notice.
7. Design Studio. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING THIS SECTION 7, ALPHABRODER WILL NOT ALLOW YOU TO USE THE DESIGN STUDIO.
All uses of the Design Studio must comply with all applicable local, state, national and international laws, rules and regulations. Software, templates and features appearing in or on the Design Studio are offered as a courtesy only and are used at your own risk. alphabroder will not be responsible for any real, potential or perceived loss of business due to the Design Studio or Site being unavailable for any reason including programming errors, maintenance, or any other unforeseen incidents. If we determine that you have used the Design Studio in a way that is prohibited, we may restrict or discontinue your access and use of the Design Studio. alphabroder reserves the right to make judgments about whether or not uses are appropriate in its sole discretion. Copying, distributing, transmitting, displaying, modifying, selling, or participating in the sale of, or otherwise exploiting or using any part of the Design Studio in any form or by any means other than what is expressly permitted here is prohibited. You agree not to modify, change or interfere with any of the software contained within or related to the Design Studio or to circumvent, disable or otherwise interfere with any features, including security-related features, of this Site or the services found at this Site.
By using the Design Studio, you represent and warrant that you have the right to all copyrights, trademarks, and other third party materials appearing anywhere on materials that you create. You may not alter or obscure any copyrighted material, trademark, logo or other intellectual property belonging to any Branded or Private Brands products appearing on the Site. You may not use another company's logo, trademark or other copyrighted material, including but not limited to visual representations, icons, graphics, service marks, altered marks, obvious name variations, phonetic equivalents, foreign language equivalents, takeoffs, and abbreviations without their permission. You are expected to conduct proper research to ensure that the items posted to your custom website are in compliance with all local, state, national, and international laws.
Services provided by alphabroder, alphabroder.com and the Design Studio may change from time to time. alphabroder reserves the right to change any and all services provided and to make changes to its systems, including but not limited to changes to system hardware, software and access and use procedures without notice.
8. Jurisdictional Issues. alphabroder operates the Site in the United States. alphabroder makes no representation that the Materials, including merchandise or Goods offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States and Canada. If you access the Site from locations outside of the U.S. and Canada you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is controlled and operated by alphabroder from its offices within the Commonwealth of Pennsylvania, United States. alphabroder makes no representation that materials in the Site are appropriate or available for use in other locations. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any countries that are subject to U.S. export restrictions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Departments Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
9. Disclaimers and Liability Limitations.
The Site may be unavailable from time to time due to maintenance or malfunction of computer equipment or for various other reasons. alphabroder assumes no responsibility for any delays, interruptions, errors, defects, omissions, or deletions, related to the communications line failure, operation or transmission, or alteration of, or theft or destruction or unauthorized access to, user communications. alphabroder is not responsible for any technical or non-technical malfunction or other problems of any hosting services, computer systems, servers or providers, telephone networks or telephone services, computer or mobile phone equipment, software, failure of e-mail or players on account of technical problems or traffic congestion on the Internet or in connection with the Site, including injury or damage to a user's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Site.
THE SITE AND THE MATERIALS ARE PROVIDED AS IS WITH ALL FAULTS AND AS AVAILABLE AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ALPHABRODER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALPHABRODER DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE OR THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR THE MATERIALS DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. ALPHABRODER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR THE MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT ALPHABRODER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU. YOU AGREE THAT ALPHABRODER AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE "RELEASED PARTIES") ARE NOT LIABLE TO YOU OR ANY THIRD PERSON FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING OUT OF OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THE SITE, THE MATERIAL, THE FORUMS, ANY TRANSACTIONS IN THE ALPHABRODER SHOP, ANY LISTING OR ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE SITE, EVEN IF THE ALPHABRODER IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE (COLLECTIVELY, THE RELEASED MATTERS). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ALPHABRODER'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $1000. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, AND/OR THE DISCLAIMER OF SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE MIGHT NOT APPLY TO YOU.
BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You hereby waive any and all rights you have or may have under California Civil Code Section 1542, and/or any similar provision of law or successor statute to it, with respect to the Released Matters. In connection with this waiver and release, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true. Nevertheless, you intend by this Agreement to release fully, finally and forever all Released Matters under this Agreement. In furtherance of such intention, the releases set forth in this Agreement shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or relevant facts.
alphabroder makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Site and/or the Material. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by alphabroder. The Internet may be subject to breaches of security. alphabroder is not responsible for any resulting damage to any user's computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that email submissions over the Internet may not be secure, and you should consider this fact before submitting any information to anyone over the internet. alphabroder makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of the Site.
10. Indemnification. BY USING THE SITE YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES, ARISING OUT OF OR RELATING TO: YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS UNDER THIS AGREEMENT; YOUR VIOLATION OF THIS AGREEMENT OF USE OR ANY LAW; YOUR USE OF THIS SITE AND/OR THE MATERIAL IN VIOLATION OF THIS AGREEMENT; INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR COMPUTER OR MEMBERSHIP ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY OR OTHER RIGHT OF ANY PERSON OR DEFAMES ANY PERSON; ANY MISREPRESENTATION MADE BY YOU; AND/OR ALPHABRODER'S USE OF YOUR INFORMATION. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN ALPHABRODER'S DEFENSE OF ANY CLAIM. ALPHABRODER RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF ALPHABRODER.
11. Termination. Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site, Marketing Tools and Software, and terminates any and all rights granted to you under this Agreement. Various parts of this Agreement will continue in full force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content or obtained from this Site, as well as all copies of any Content. alphabroder may change, suspend or discontinue or restrict any Site feature at any time without prior notice.
12. Applicable Law and Dispute Resolution. The Website TAC shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts entered into and fully performed in Pennsylvania (without regard to its conflicts of law principles that would cause the application of any other jurisdictions laws) With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Pennsylvania, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Pennsylvania.
By using the Site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against the officers, directors and employees of alphabroder and its parent, subsidiaries, affiliates (all such individuals and entities collectively referred to as the alphabroder Entities) arising out of, relating to, or connected in any way with the website or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (FAA), 9 U.S.C. 1-16; (3) the arbitration shall be held in Bucks County, Pennsylvania; (4) the arbitrators decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced to in this Agreement that the applicable user may have entered into in connection with the website; (5) the arbitrator shall apply Pennsylvania law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable alphabroder Entity's individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) THE ARBITRATOR SHALL NOT HAVE THE POWER TO AWARD CONSEQUENTIAL OR PUNITIVE DAMAGES AGAINST YOU OR ANY ALPHABRODER ENTITY; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any alphabroder Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, alphabroder agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, alphabroder will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained in this Agreement. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor alphabroder shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com .
13. The Website TAC constitute the entire agreement between you and alphabroder regarding access to and use of the Site, superseding and entirely replacing prior agreements (if any) between you and alphabroder . You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of the Website TAC are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. alphabroder's failure to enforce any right or provisions in the Website TAC will not constitute a waiver of such provision, or any other provision of the Website TAC. alphabroder will not be responsible for failures to fulfill any obligations due to causes beyond its control. alphabroder obtains permission from other manufacturers and content owners to make their brands, logos, products and other content available to you through the Site. You agree that these owners that license their rights and content to alphabroder for the Site are intended third-party beneficiaries under the Website TAC with the right to enforce the provisions of the Website TAC that directly concern their content. In the event it should be determined that any provision of the Website TAC is uncertain or ambiguous, the language in all parts of the Website TAC shall be in all cases construed as a whole according to its fair meaning and not strictly construed for nor against either party. YOU HAVE READ, UNDERSTOOD AND APPROVED OF THE WEBSITE TAC; YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS YOU HAVE DEEMED NECESSARY IN CONNECTION WITH THE WEBSITE TAC. THE FACT THAT ALPHABRODER MAY HAVE DRAFTED ALL OR PORTIONS OF THE WEBSITE TAC SHALL HAVE NO BEARING UPON ITS INTERPRETATION OR CONSTRUCTION.
YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED IN THIS AGREEMENT REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS UNDER THIS AGREEMENT SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. ALPHABRODER COULD NOT PROVIDE THE ALPHABRODER PROPERTIES, OR ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING "BUT FOR" YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
TERMS & CONDITIONS OF SALE OF PRODUCTS (By alphabroder)
Orders for alphabroder products (the "Goods") are subject to the following terms and conditions of sale (the "Ordering TAC"). The Ordering TAC shall govern the sale of Goods from alphabroder to you and/or the company you are authorized to represent ("you"). alphabroder's performance is expressly made conditional upon your agreement to the Ordering TAC . Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to the Ordering TAC are hereby rejected and shall be inapplicable and not binding upon alphabroder.
(i) Ordering. alphabroder shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by alphabroder (i.e., they are non-refundable), except upon the consent of alphabroder in each instance. You may pay for your first order by Cash On Delivery, pre-payment, credit card or with a company check upon prior credit approval by alphabroder. alphabroder shall deliver Goods F.O.B. alphabroder's shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at alphabroder's facility. alphabroder shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and ALPHABRODER EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. alphabroder shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. You may order non-grommeted samples from alphabroder and receive a full refund if you return them within thirty (30) days and pay for all related shipping charges. Grommeted samples may not be returned. Sample Advantage samples may only be replaced for defect or mis-shipment. Sample Advantage samples cannot be returned for credit. alphabroder offers free freight on orders over $150.00 shipped via ground with alphabroder's preferred carrier within the continental United States (free freight excludes white t-shirts and sales items). This policy includes split shipments. alphabroder may periodically offer other free freight promotions and free freight is subject to change in alphabroder's sole discretion. You may also pick up your orders at alphabroder's distribution centers. (While COVID restrictions are in place, no cash is accepted as payment for Pick-Up orders).
(ii) Payment. You will purchase Goods in accordance with alphabroder's price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which alphabroder pays), duties and other governmental charges. You will pay or reimburse alphabroder for any and all such charges. Late payment of any amount will be grounds for alphabroder to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $25.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number
alphabroder accepts Visa, MasterCard American Express, Discover, and PayPal (please ask your sales representative for details).Credit card purchases receive Standard Pricing. Cash purchases (meaning cash, cashier's check, money order or official bank check) receive a cash discount of 3.8%.
alphabroder does not accept third party credit cards. Any Customer that knowingly adds third party credit card information to their account may have their account suspended and will be responsible for full recovery of any loss to alphabroder resulting from the use of the third party credit card. If you change a payment method from cash (meaning cash, cashier's check, money order or official bank check) to credit card you will lose the applicable cash discount. If you elect to use a credit card or Paypal to settle open invoices owed to alphabroder you will lose the cash discount. You may also settle open invoices with an ACH payment which will incur no fee.
(iii) Pricing. All prices are subject to change without notice. alphabroder assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the cost of products or items, alphabroder reserves the right to increase prices as it deems appropriate or necessary. Goods are subject to change or withdrawal, or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies. alphabroder has no minimum order amount; Wholesale prices given to our cash & open credit accounts reflect a discount from our Standard prices. Credit Card sales receive Standard Prices.
(iv) Discounted Pricing and Product Description. Orders placed for one to 11 pieces in a specific style, color and size group receive piece pricing. Twelve or more pieces (up to case quantity) in a specific style, color and size group receive dozen pricing. And case pricing is available for orders of a particular pack of a specific style, color and size group, with quantity determined by mill. Many product descriptions include the weight of the fabric indicated in ounces. All weights included in product descriptions are averages based on the color offering for that specific item. Weights are provided to alphabroder by the manufacturer and we have no responsibility for them.
(v) Back orders. Back orders cannot be placed via the website and must be called into sales service. Back orders are only allowed on active styles that are out of stock in all alphabroder distribution facilities at the time of the order. No backorders will be accepted for discontinued or closeout Goods. Back orders will be processed in the order they are received. You will not be charged until your back order ships. Back orders resulting from partial shipments will be cancelled unless specified after the order is shipped. Each back order incurs separate shipping charges. Customers will receive fulfillment notification from alphabroder as goods are available. alphabroder assumes no liability for delays or failure to deliver due to our inability to obtain the back ordered product.
(vi) Returns and Cancelled Orders. It is your responsibility to check for discrepancies or defects in an order before any alterations or embellishments are made. Claims for shortages, damage or defects in Goods must be reported within 72 hours of receipt. Returns must be authorized by alphabroder in advance via phone or web and within 14 days of receipt of Goods. Goods must be returned to alphabroder within 30 days of receipt of Goods. Claims for returns for defective Goods must be made in accordance with the warranties in alphabroder's General Terms & Conditions of Sale. Altered or embellished garments, excluding irregulars, are not returnable. Authorized returns must be accompanied by a return authorization form or number from alphabroder. Returns without original corresponding invoice number(s) will be credited at the lowest published price. Cancelled orders, returns of unwanted Goods, returns due to customer error, refused COD, unclaimed COD, or unclaimed pick up orders are subject to a 15% restocking fee based on the quantity and nature of the returned products plus applicable shipping charges and there is a $5 minimum restocking fee. Valid returns made via alphabroder.com's online returns will not incur a restocking fee unless alphabroder believes in its sole discretion that you are abusing the return policy. Customers who abuse the return policy on alphabroder.com will be flagged as ineligible to use the web returns feature.
Goods that are not alphabroder's will be returned to you at your expense or disposed of by alphabroder. Discontinued or close-out items are not returnable. Freight on all returns not made via alphabroder.com must be prepaid by you. Freight for returns initiated by you on alphabroder.com will be paid for by us unless we elect in our sole discretion to instruct you not to send Goods you wish to return back to us. Please contact alphabroder Customer Service for a return authorization and shipping address. We reserve the right to ask for photographic or other evidence of a defect. We reserve the right not to permit a return if we believe in our sole discretion you are abusing the return policy. Returns on drop shipments coming direct from Mill suppliers are not allowed. No returns on grommeted samples. Defective Goods must have tape placed over the flaw before returning. Return of drop shipment orders requires our prior approval and is subject to our sole discretion. It is Buyer's responsibility to verify the accuracy of style, color, size and quantity on orders shipped to parties other than the Buyer prior to decorating and/or prior to reshipping. Return of goods decorated by alphabroder Decoration Services due to real or perceived defect in the application of the decoration requires prior approval and is subject to our sole discretion. While COVID-19 restrictions are in place, we cannot accept returns at our Pick-Up facilities located at our Distribution Centers.
(vii). Export Shipments. Many Goods that have been imported into the U.S. cannot be exported to other countries without additional paperwork and duties. If you intend to ship goods you purchased from alphabroder out of the United States it is your responsibility to check with their freight forwarder to confirm foreign documentation requirements and verify that items to be exported will be released by customs at the final destination. We are not responsible for your export documentation. There are specific limitations on the shipment of Branded apparel out of the United States, while our Private Brand apparel may be shipped out of the United States. For full details see our Policies for Sale of Branded and Private Brands on alphabroder.com.
(viii). Warranties, Disclaimer, Limitations on Liability. alphabroder 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 alphabroder.
You must provide alphabroder with written notice of any warranty claims no later than 72 hours after receipt of the applicable order of Goods. Failure to provide written notice within such 72 hour period shall void alphabroder's warranties in their entirety. As alphabroder's sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, alphabroder shall, upon written notice from you, either (at alphabroder'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 to alphabroder, and all risk of loss or damage during shipment shall be borne by you. alphabroder will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims. 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 alphabroder's control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY'S OR ITS CUSTOMER'S NEEDS, AND ALPHABRODER 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 ALPHABRODER. ALPHABRODER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL ALPHABRODER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE USE OR SALE OF GOODS BY ALPHABRODER, YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF ALPHABRODER IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ALPHABRODER. You agree that, regardless of the form of action, whether in contract or tort, including negligence, alphabroder's liability for damages claimed by you with respect to the Goods shall not exceed fees received by alphabroder from you for the applicable Goods. Regardless of the form of action, whether in contract or tort, including negligence, alphabroder's liability for damages claimed by third parties with respect to the Goods, as between alphabroder and you shall not exceed fees paid to alphabroder. 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 alphabroder), may be brought by either party more than one (1) year after the date of the alleged breach. alphabroder shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond alphabroder's control. You hereby release and shall defend and hold alphabroder 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 attorney's fees) related to third party actions (a) in which it is determined that alphabroder is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
(ix) General. 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 alphabroder, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of alphabroder or to pledge the credit of alphabroder. Your rights 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 under this Agreement inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of alphabroder, and any attempted assignment or transfer without such consent shall constitute a breach of this Agreement and shall be void. The Governing Law and Dispute Resolution paragraph from the Website TAC is expressly incorporated into and made a part of the Terms and Conditions for Sale of Products.
(x) Valid Accounts. To open an account with alphabroder, a customer must supply a valid State Sales Tax License and complete a State Resale Certificate Form. Customers must conduct business within the Promotional Products Industry or be a reseller of decorated apparel (including but not limited to apparel decorators, promotional product distributors, and retailers). Members of Industry Organizations such as Advertising Specialty Institute (ASI) or the Promotional Products Association International (PPAI) should supply their membership numbers when applying for an account.
DECORATION TERMS & CONDITIONS OF SALE
Orders for the decoration of Goods are also subject to the following additional terms and conditions of sale set forth below (the "Decoration TAC") in addition to the Ordering TAC above. The Decoration TAC shall govern the decoration of Goods sold by alphabroder to you and/or the company you are authorized to represent (you). alphabroder's performance of decoration services is expressly made conditional upon your agreement to the Decoration TAC. 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 alphabroder.
(i). Approval of Artwork. Written or electronic approval by you is required for all new art logos.
(ii). Approval of Proofs. You are responsible to ensure that proofs are correct in all respects. You should check ecoration method, spelling, colors, logo size, logo placement, layout and design as well as garment style/color/size, order pricing, add-ons and quantities before approving proof. alphabroder disclaims any responsibility for any error in spelling, colors, logo size, logo placement, layout and design as well as order pricing, add-ons and quantities once you have approved a proof for production.
(iii). Credit Approval. Shipment of decorated orders is subject to credit approval.
(iv). Production Times. Standard production times discussed below are subject to change based on order volumes. Failure to confirm proofs within 24 hours will affect the ship date. For Embroidery: up to 200 locations- allow 3-5 business days after all customer approvals; 200 to 900 locations allow 5-7 business days after all customer approvals; for over 1000 locations, special handling, packaging or drop shipments, call alphabroder for a quote on delivery time. For Heat Seal: up to 999 locations - allow 7-10 business days after all customer approvals; for over 1000 locations, special handling, packaging or drop shipments, call alphabroder for a quote on earliest delivery date. For Screen Print: up to 576 locations allow 3-5 business days after all customer approvals; for over 577 to 1000 locations allow 7 business days after all customer approvals; for over 1000 locations, special handling, packaging or drop shipments, call alphabroder for a quote on earliest delivery date.
(v). Cancellations of / Changes To Decoration Orders. A Decoration order may not be cancelled once the order has been approved by you. Changes to Goods being decorated or to the artwork or logo placement on an order may not be made once you have approved the order. Changes to shipping information may be made by you at any point in time before the order has completed production as determined by alphabroder in its sole discretion.
(vi) Returns of Decorated Orders: Return of goods decorated by alphabroder Decoration Services due to real or perceived defect in the application of the decoration requires prior approval and is subject to our sole discretion.
(vii). Infringement Claims. Alphabroder disclaims any liability for any claims or damages for infringement of any intellectual property belonging to a third party arising out of alphabroder's use of art work or logo supplied by you to alphabroder. You agree to defend, indemnify and hold harmless alphabroder and its agents from any and all claims or damages, direct or indirect including consequential damages, as a result of the actual or alleged infringement of any copyright, trademark or patent owned by a third party arising from alphabroder's use of art work or logo supplied by you to alphabroder to be used for decoration services provided by alphabroder or its agents to you.
(viii) IN NO EVENT WILL ALPHABRODER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE DECORATION OF GOODS BY ALPHABRODER OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE DECORATED GOODS, EVEN IF ALPHABRODER IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
POLICIES FOR SALE OF BRANDED & PRIVATE BRANDS
alphabroder requires that all authorized customers (you or authorized customer) strictly adhere to its sales policies for
. all, Alternative, American Apparel, Berne, Champion, Columbia, Dickies, DriDuck, eConscious, Headsweats, Marmot, Nautica, Puma, Spyder, Under Armour, and Vineyard Vines apparel and accessories (referred to as "Branded"), and
. all Core365, Ash City, Authentic Pigment, Devon & Jones, Extreme, Harriton, Il Migliore, North End, North End Sport Blue, North End Sport Red, Team365 and UltraClub apparel and accessories (referred to as "Private Brands"). Alphabroder reserves the right to add additional brands to the definition of "Branded" and "Private Brands" in its sole discretion. The current policy for Branded and Private Brands products is as follows:
(i)alphabroder will sell Branded and Private Brands products only to authorized customers who, in the sole discretion and judgment of alphabroder:
(a) do not advertise, promote, distribute, sell or market in any way that disparages, misrepresents or injures Branded or Private Brands products; and
(b) do not distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or "loss leader" pricing, bait and switch, or negative selling practices; and
(c) comply with all applicable laws, rules and regulations, including but not limited to those imposed by the Federal Trade Commission (the "FTC").
(ii) You may not advertise or promote the Branded or Private Brands Products (the "Products") or cause the Products to be advertised or promoted at prices discounted more than 10% for Branded Products or 20% for Private Brands, below (i) the prices coded on an "A" or (ii) double the case prices on alphabroder's published wholesale price list.
(iii) alphabroder may advertise all or select Branded and Private Brands products at discounted/promotional prices. If so, you may not promote or advertise products at prices discounted more than 10% for Branded or 20% for Private Brands from the discounted/promotional prices advertised by alphabroder, when coded on an "A".
(iv) You may sell Alternative, American Apparel, Champion, Columbia, eConscious, Headsweats, Marmot, Nautica, Puma, Spyder, Under Armour, and Vineyard Vines products only with embellishment. Generic, obscure and/or temporary decoration, in order to resell these products, is prohibited.
(v) Online sales of Alternative, American Apparel, Berne, Champion, Columbia, Dickies, eConscious, Headsweats, Marmot, Nautica, Puma, Spyder, Under Armour, and Vineyard Vines products may be made only from your own website or another eligible, authorized customer website. Sales on or through eBay, Amazon, Craigslist or any other direct-to-consumer, third party site are strictly prohibited. Online sales of any kind of Dickies product require the prior permission of Dickies as discussed below.
(vi) For Branded apparel, we are only able to ship internationally American Apparel, Berne and Threadfast products that have been decorated by alphabroder and such transactions must be discussed in advance with your sales representative or our customer service department. If you intend to ship goods you purchased from alphabroder out of the United States it is your responsibility to check with their freight forwarder to confirm foreign documentation requirements and verify that items to be exported will be released by customs at the final destination. We are not responsible for your export documentation. We do maintain inventory of certain Branded apparel in Canada see www.alphabroder.ca and those brands that are stocked in Canada may be resold within Canada pursuant to the Branded & Private Brand Sales Policies. Our Private Brand apparel may be shipped out of the United States once purchased from alphabroder but you are responsible for all paperwork and duties. For international shipments of apparel other than Branded & Private Brands see Terms and Conditions of Sale of Product (by alphabroder) located on alphabroder.com.
(vii) Alternative products purchased from alphabroder must be sold only with embellishment. Sale of Alternative products on the internet or elsewhere without embellishment is strictly forbidden (excludes those items designated as closeout/clearance). Online sales of Alternative products may be made only from your own website or another eligible, authorized customer website. The decoration of any Alternative garment with the proprietary marks, names and logos of any professional or collegiate sports team or collegiate institution is expressly prohibited. Once purchased by you from alphabroder, Alternative products may only be resold in the United States, U.S. Territories, Canada and Mexico, but we are not able to make any cross border shipments . Failing to comply with these policies will result in loss of privileges for selling the Alternative brand.
(viii) American Apparel products purchased from alphabroder must be sold only with embellishment. Sale of American Apparel products on the internet or elsewhere without embellishment is strictly forbidden (excludes those items designated as closeout/clearance). Online sales of American Apparel products may be made only from your own website or another eligible, authorized customer website. Once purchased by you from alphabroder, American Apparel products may be resold internationally but only if the product is decorated by alphabroder and such transactions must be discussed in advance with your sales representative or our customer service department . Failing to comply with these policies will result in loss of privileges for selling the American Apparel brand.
(ix) Berne products may only be sold Online from your own website or another eligible, authorized customer website. Sales of Berne products on or through eBay, Amazon, Craigslist or any other direct-to-consumer, third party site are strictly prohibited. Berne products may be resold internationally but only if the product is decorated by alphabroder and such transactions must be discussed in advance with your sales representative or our customer service department. Failing to comply with these policies will result in loss of privileges for selling the Berne brand.
(x) Champion products purchased from alphabroder must be sold only with embellishment. Sale of Champion products on the internet or elsewhere without embellishment is strictly forbidden (excludes those items designated as closeout/clearance). Online sales of Champion products may be made only from your own website or another eligible, authorized customer website. The decoration of any Champion garment with the proprietary marks, names and logos of any professional or collegiate sports team or collegiate institution is expressly prohibited. Once purchased by you from alphabroder, Champion products may only be resold in the United States, U.S. Territories, Canada and Mexico but we are not able to make any cross border shipments. Failing to comply with these policies will result in loss of privileges for selling the Champion brand.
(xi) Columbia products purchased from alphabroder must be sold only with embellishment. Sale of Columbia products on the internet or elsewhere without embellishment is strictly forbidden. Online sales of Columbia products may be made only from your own website or another eligible, authorized customer website. The decoration of any Columbia garment with the proprietary marks, names and logos of any professional or collegiate sports team or collegiate institution is expressly prohibited. Once purchased by you from alphabroder, Columbia products may only be resold in the United States and Canada, but we are not able to make any cross border shipments. Failing to comply with these policies will result in loss of privileges for selling the Columbia brand.
(xii) Dickies products purchased from alphabroder must be in compliance with the Dickie's Authorized Retailer Program. See this link. For more information on this program contact Dickies at [email protected] Dickies Authorized Retailers may not sell to anyone who resells products. Dickies Authorized Retailers are not permitted to advertise or sell any Dickies' products on or through any website, online marketplace (including but not limited to Amazon.com, Groupon.com, Walmart.com, eBay.com), mobile application, or other online forum without the prior written consent of Dickies. Once purchased by you from alphabroder, Dickies products may only be resold in the United States and Canada, but we are not able to make any cross border shipments.
(xiii) Dri Duck products purchased from alphabroder and sold Blank (without any embellishment) whether through an authorized or unauthorized retail store, website or third party website (such as Amazon, Craiglist, eBay, Walmart) must adhere to Dri Duck's MAP Pricing policy. See this link. https://b2b.driduck.com/map-policy/. Dri Duck products may only be resold in the United States. Failing to comply with these policies will result in loss of privileges for selling the Dri Duck brand.
(xiv) econscious products purchased from alphabroder must be resold only with embellishment. Sale of econscious products on the internet or elsewhere without embellishment is strictly prohibited. Online sales of econscious products may be made only from your own website or another eligible, authorized customer website. Econscious products may only be resold in the United States. Failing to comply with these policies will result in loss of privileges for selling the econscious brand.
(xv) Headsweats products purchased from alphabroder must be sold only with embellishment. Sale of Headsweats products on the internet or elsewhere without embellishment is strictly forbidden. Online sales of Headsweats products may be made only from your own website or another eligible, authorized customer website. Once purchased by you from alphabroder, Headsweats products may only be resold in the United States. Failing to comply with these policies will result in loss of privileges for selling the Headsweats brand.
(xvi) Marmot products purchased from alphabroder must be sold only with embellishment. Sale of Marmot products on the internet or elsewhere without embellishment is strictly forbidden (excludes those items designated as closeout/clearance). Online sales of Marmot products may be made only from your own website or another eligible, authorized customer website. Once purchased by you from alphabroder, Marmot products may only be resold in the United States and Canada, but we are not able to make any cross border shipments. Failing to comply with these policies will result in loss of privileges for selling the Marmot brand.
(xvii) Nautica products purchased from alphabroder must be sold only with embellishment. Sale of Nautica products on the internet or elsewhere without embellishment is strictly forbidden. Online sales of Nautica products may be made only from your own website or another eligible, authorized customer website. Once purchased by you from alphabroder, Nautica products may only be resold in the United States. Failing to comply with these policies will result in loss of privileges for selling the Nautica brand.
(xviii) PUMA Golf and PUMA Sport products purchased from alphabroder must be sold only with embellishment. Sale of PUMA Golf and PUMA Sport products on the internet or elsewhere without embellishment is strictly forbidden (excludes those items designated as closeout/clearance). Online sales of PUMA products may be made only from your own website or another eligible, authorized customer website. Once purchased by you from alphabroder, PUMA Gold and PUMA Sport products may only be resold in the United States and Canada, but we are not able to make any cross border shipments. Failing to comply with these policies will result in loss of privileges for selling the PUMA brand. PUMA.
(xix) Spyder products purchased from alphabroder must be sold only with embellishment. Sale of Spyder products on the internet or elsewhere without embellishment is strictly forbidden. Online sales of Spyder products may be made only from your own website or another eligible, authorized customer website. Once purchased by you from alphabroder, Spyder products may only be resold in the United States and Canada, but we are not able to make any cross border shipments. Spyder products may only be resold in the United States and Canada. Failing to comply with these policies will result in loss of privileges for selling the Spyder brand.
(xx) Under Armour products purchased from alphabroder must be sold only with embellishment. Sale of Under Armour products on the Internet or elsewhere without embellishment is strictly forbidden. The decoration of any Under Armour product with the proprietary marks, names and logos of any professional, semi-professional or collegiate sports team or collegiate institution is expressly prohibited. Distributor may not use terms such as 'cheap','excess',or liquidation' in connection with the Under Armour products on any website, in any advertisement, sponsored link, or any other on-line marketing as the foregoing would be inconsistent with the image of Under Armour as a premier brand. Under Armour products may not be sold to any other promotional products distributors, ASI companies or other unauthorized entities re-selling or intending to re-sell the products which are not on-going corporate customers of our authorized distributors. Distributor must advertise Under Armour products online at a minimum of at least three (3) units. An advertisement of less than three (3) units is prohibited. Distributor must not advertise or resell, directly or indirectly, Under Armour products to companies involved in the alcohol, tobacco, vaping, marijuana or pornography industries or any other company or industry subsequently indicated by alphabroder, without prior written approval from alphabroder. No modification to any Under Armour names, logos, trademarks or any other intellectual property is permitted under any circumstances. All Under Armour products must be purchased new from alphabroder and must be distributed in the United States or Canada only; no product can be shipped outside of the United States or Canada. We cannot make any cross border transfer. Advertising and sale of Under Armour products at less than the manufacturer's suggested retail price would be inconsistent with the image of Under Armour as a premier brand. Notwithstanding the foregoing, Distributor shall ultimately determine the prices at which Distributor ultimately sells Under Armour products. Distributor must keep detailed records of the identity of each purchaser of Under Armour product, the purpose of the purchaser's use of Under Armour product and any embellishment or logo application applied for a period of at least two (2) years after resale. Alphabroder or its authorized third Party representative reserves the right to audit compliance with the above policies. Failing to comply with these policies may result in loss of privileges for selling the Under Armour brand.
(xxi) Vineyard Vines products purchased from alphabroder must be sold only with embellishment. All orders must be decorated with the customer's logo by alphabroder directly, prior to shipping to distributor and then to the corporate end-user. Separate decorating charges apply. All embellishing of Vineyard Vines products will be done in a first-class, professional manner. All photography and marketing of Vineyard Vines product must be pre-approved by alphabroder. The decoration of any Vineyard Vines product with the proprietary marks, names and logos of green grass sports and Vineyard Vine's existing licenses for major league baseball (MLB), National Football League (NFL), other professional sports properties or collegiate sports properties as well as relating to the following industries: alcohol, tobacco, firearms and ammunition, cannabis, pornography, sex industries and organizations including sexual orientation or sexual identification organizations, political parties or organizations or any organization representing any extremist group group are expressly prohibited. Distributor may not use terms such as 'cheap','excess',or liquidation' in connection with the Vineyard Vines products on any website, in any advertisement, sponsored link, or any other on-line marketing as the foregoing would be inconsistent with the image of Vineyard Vines as a premier brand. Vineyard Vines product may not be sold into the following channels or companies: retail stores, discount retail stores, warehouse clubs, off-price retailers, Internet retailers including Amazon and eBay and any other similar marketplace, jobbers, or any entities intending to re-sell the products into any of these channels. Vineyard Vines products may not be sold to any other promotional products distributors, ASI companies or other unauthorized entities re-selling or intending to re-sell the products which are not on-going corporate customers of our authorized distributors. Distributor must not advertise or resell, directly or indirectly, Vineyard Vines products to companies involved in the the alcohol, firearms, tobacco, cannabis or pornography industries, political parties or organizations or any organization representing any extremist group without prior written approval from alphabroder. No modification to any Vineyard Vines names, logos, trademarks or any other intellectual property is permitted under any circumstances. All Vineyard Vines products must be purchased new from alphabroder and must be distributed in the United States only; no product can be shipped outside of the United States. Advertising and sale of Vineyard Vines products at less than the manufacturer's suggested retail price would be inconsistent with the image of Vineyard Vines as a premier brand. Notwithstanding the foregoing, Distributor shall ultimately determine the prices at which Distributor ultimately sells Vineyard Vines products. Distributor must keep detailed records of the identity of each purchaser of Vineyard Vines product, the purpose of the purchaser's use of Vineyard Vines product and the embellishment or logo application applied. Alphabroder or its authorized third Party representative reserves the right to audit compliance with the above policies. Failing to comply with these policies may result in loss of privileges for selling the Vineyard Vines brand.
(xxii) If alphabroder believes, in its sole and absolute discretion, that you have failed to comply with its Branded and Private Brands Policies, it may provide you with written notice of such violation. alphabroder may also in its sole discretion, with or without written notice to you, stop selling Branded and/or Private Brands products to you or terminate the relationship.
(xxiii) alphabroder requires all customers to allow alphabroder access to their company website in the same manner allowed to the general public. Blocking alphabroder from your company site may result in alphabroder discontinuing sales to you.
These Branded & Private Brands Sales Policies are not a contract, nor an offer to form a contract. alphabroder is not asking for and will not accept any agreement affirming your compliance with these policies. These policies simply describe the circumstances under which alphabroder may, in its sole discretion, choose to continue selling Branded and Private Brands products to you.
alphabroder representatives are strictly prohibited from discussing these sales policies or any other pricing practice with you, and from seeking or accepting any assurance of compliance with these policies. All questions regarding these policies shall be directed, in writing, to alphabroder, Attn: Retail/Private Brands Sales Policy, Six Neshaminy Interplex, 6th Floor, Trevose, PA 19053 or can be sent by email to [email protected].
alphabroder does not seek any comment or criticism from you about the pricing or advertising practices of any other authorized customer. alphabroder will not, under any circumstances, discuss the business dealings of any authorized customer with any other authorized customer. alphabroder reserves the right to change, amend, or discontinue these sales policies at any time, and no third party has any right to rely on the continued existence of these policies, or any act or omission by alphabroder to enforce these sales policies. alphabroder may elect in its sole discretion not to enforce advertising price policies for high volume orders.
SUPPLIER (to alphabroder) PURCHASE ORDER TERMS AND CONDITIONS (Non alphabroder Private Brands)
These Supplier Purchase Order Terms and Conditions ('Terms') apply to each purchaser order (a ' Purchase Order') issued by Broder Bros., Co., dba alphabroder, Prime Line ('Purchaser') for the purchase of apparel or accessories, other than Purchaser's private brand products ('Goods'), from the seller of such Goods ('Seller').
IT IS INTENDED THAT THESE TERMS ARE SPECIFICALLY INCORPORATED INTO AND MADE A PART OF EACH EASI 850 & EASI 940 PURCHASE ORDER TRANSMITTED ELECTRONICALLY BY THE PURCHASER TO SELLER.
1. ACCEPTANCE. SELLER REPRESENTS AND WARRANTS THAT (I) THESE TERMS PREVAIL OVER SELLERS GENERAL TERMS AND CONDITIONS OF SALE OR ANY OTHER ACKNOWLEDGEMENT OR OTHER TERMS AND CONDITIONS AND HAS BEEN REVIEWED AND ACCEPTED BY SELLER AND (II) PERFORMANCE AGAINST THE PURCHASE ORDER CONSTITUTES SELLERS UNCONDITIONAL ACCEPTANCE OF THESE TERMS. THE PURCHASE AND SALE OF GOODS BETWEEN PURCHASER AND SELLER IS EXPRESSLY LIMITED TO ACCEPTANCE OF THESE TERMS AND PURCHASER HEREBY REJECTS ANY DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY RESPONSE TO THE PURCHASE ORDER. THE PURCHASE ORDER AND THESE TERMS, TOGETHER WITH ANY DOCUMENTS INCORPORATED INTO THESE TERMS BY REFERENCE, CONSTITUTES THE SOLE AND ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS, AGREEMENTS, NEGOTIATIONS, REPRESENTATIONS AND WARRANTIES, AND COMMUNICATIONS, BOTH WRITTEN AND ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
2. GOODS AND PRICES. Seller agrees to sell to Purchaser any and all Goods in the listed quantities, by the listed delivery date, and at the listed prices each as set forth on the Purchase Order. Purchaser shall not be billed at prices higher than those stated in the Purchase Order. Unless otherwise specified in the Purchase Order or agreed in writing by Purchaser & Seller, the price includes all charges for packing, crating, pallets, hauling, storage and transportation of goods to point of delivery. Seller will pay all delivery charges in excess of any delivery charge Purchaser has agreed expressly in the Purchase Order to pay. The price stated includes all taxes except state or local sales or use tax or similar taxes, which Seller is required by law to collect from Purchaser unless an exemption is available. Seller agrees that any price reduction made with respect to the items covered by the Purchase Order after its placement but prior to payment will be applicable to the particular Purchase Order.
3. CHANGES AND DELIVERY. Changes and substitutions will not be permitted or accepted, without Purchaser's prior written authorization, including without limitation changes in style, color, quantity, sizes, price or shipping date. Purchaser may at any time prior to shipment of the Goods, by a written notice, propose changes to any Purchase Order. If any such change should cause an increase or decrease in the cost of, or changes the delivery date for, any part of the Goods hereunder, Seller shall give Purchaser immediate written notice thereof. No Goods will be delivered without a corresponding Purchaser Order. The Purchase Order must be shipped complete by the date requested but must not be shipped in advance of the time or times specified on the Purchase Order, without Purchaser's prior written approval. Purchaser shall not be obligated to accept untimely, or excess or under shipments of more than five percent (5%), and such shipments, in whole or in part may, at Purchaser's option, be returned to Seller, or held for disposition at Seller's expense and risk. If any Goods are not delivered by their delivery date as stated on the Purchase Order, Purchaser may, at its option, seek out and purchase replacement goods and charge Seller for the cost of the replacement goods. Failure of Purchaser to exercise this option with respect to any installment shall not be deemed a waiver with respect to future installments, if any. Seller's invoice shall describe the items, state the Purchase Order number and be attached to the original bill of lading or other shipping receipt.
4. TERMINATION FOR CONVENIENCE BY PURCHASER. Purchaser is entitled to terminate any Purchase Order for convenience prior to shipment with not less than one (1) calendar day written notice to Seller, without any penalty, liability or further obligation.
5. SHIPMENT AND RISK OF LOSS. Unless otherwise specifically provided in a Purchase Order issued by Purchaser, all Goods shall be shipped to Purchaser, F.O.B. Destination, to PurchaserÔ?Ts location designated in the Purchaser Order. Risk of loss of Goods transfers to Purchaser upon delivery of the Goods to the designated delivery location in the Purchase Order. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.
6. TITLE. At the time when risk of loss passes to Purchaser, Seller will pass to Purchaser good and marketable title to the Goods, free and clear of all liens, claims, security interests, pledges, charges, mortgages, deeds of trusts, options, or other encumbrances of any kind.
7. DISCONTINUED SKU'S. If Seller elects to discontinue Goods or specific sku's, it will provide Purchaser with as much notice as possible but no less than twelve (12) months' prior written notice. In addition, Seller agrees, at Purchaser's option, to buy back from Purchaser at the original purchase paid by Purchaser all remaining Goods or sku's discontinued by Seller following such six (6) month notice period, with Seller paying all freight costs for returned discontinued Products; provided, however, Purchaser shall use commercially reasonable efforts to sell the discontinued Goods and sku's during such six (6) month period.
8. COMPLIANCE WITH POLICIES AND GUIDELINES. Seller agrees to comply with Purchaser's Supplier Compliance Handbook ('Supplier Manual'), as may be amended from time to time, incorporated by reference and made part of this Agreement, including the Routing Guide, and to operate within a set of ethical standards compatible with Purchaser's Social Accountability Policy, and, to the extent applicable to the Seller, Seller agrees to comply with such other policies of Purchaser that are made available to Seller. Seller, at its sole cost and expense, shall conform to all instructions regarding ticketing, packing, routing and shipping set forth in the Supplier Manual.
9. COMPLIANCE WITH LAWS. Seller and the Goods comply with all applicable foreign, federal, state, and local laws, regulations and orders, including without limitation, the Child Safety Protection Act, Consumer Product Safety Act, Flammable Fabrics Act, Flammability Standard for Children's Sleepwear, Wisconsin Administrative Code and ASTM Guidelines for Drawstrings in Children's Outerwear, Textile Fiber Products Identification Act, Wool Products Identification Act, Fur Products Identification Act, Leather and Simulated Leather Labeling Act, Care Labeling of Textile Wearing Apparel and Certain Piecegoods, and any other applicable safety and labeling standards or regulations of the country of destination, insurance and governmental health and safety laws and regulations, laws prohibiting human trafficking and child and slave labor, including the California Supply Chain Transparency Act, laws prohibiting corrupt business practices and bribery, including the Foreign Corrupt Practices Act, and any comparable statutes, laws, or regulations applicable in the jurisdiction(s) of performance under the Agreement, and import and export control laws and regulations of the United States and other jurisdictions ('Laws').
10. EEO/AA Obligations: Broder Bros., Co. dba alphabroder is an equal opportunity employer and federal contractor or subcontractor. As applicable, the parties agree that they shall abide by the requirements of 41 CFR Section 60-1.4(a); 41 CFR Section 60-300.5(a); 41 CFR Section 60- 741.5(a); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements, and that these requirements are incorporated herein. Section 60-300.5 and 60-741.5 require that covered prime contractors and subcontractors ensure nondiscrimination and take affirmative action in employment to employ and advance qualified individuals without regard to their physical or mental disability and protected Veteran status.
11. REPRESENTATIONS AND WARRANTIES RELATING TO THE GOODS. Seller represents and warrants that at the time of delivery, the Goods and any parts thereof (materials, or other component or composition) (a) are of merchantable quality and free from latent and patent defects in workmanship, materials and manufacture; (b) are in full compliance with all applicable Laws; and (c) do not infringe, violate, or misappropriate any copyrights, patents, trademarks, design rights or registrations, trade secrets, confidential information, or similar intellectual property rights of any third party.
12. NON-COMPLIANT GOODS. If any Goods or parts thereof are not in full compliance with these Terms, Purchaser is entitled to return to Seller, or scrap any such Goods or parts thereof at Seller's expense; in which case Purchaser is entitled to a refund or credit, at Purchaser's option, at the full price plus all reasonable costs and expenses. Seller is liable for any and all expenses which Purchaser may incur due to unpacking, inspecting, storing, shipping and returning any items rejected, and chargebacks or other penalties as specified in the Supplier Manual. Remedies of Purchaser discussed in these terms shall not be exclusive but shall be cumulative of any other remedy of Purchaser under these terms or under statute or law.
13. DUE DATE FOR PAYMENT. Unless otherwise specified in the Purchase Order or agreed in writing between Purchaser and Seller, the due date for payment shall be ninety (90) days from the later of (i) the date the accurate invoice is received at the location as designated by Purchaser, or (ii) the date of the receipt of the Goods at Purchaser's final destination. Purchaser may withhold payment if Seller's invoice is inaccurate or does not meet Purchaser's invoice requirements or if Seller's invoice does not meet legal or tax requirements.
14. OFF-SET. Purchaser shall have the right to set-off any amount owing under this Agreement from Purchaser to Seller against any amount owing from Seller to Purchaser.
15. SELLER'S INDEMNIFICATION OF PURCHASER. Seller will indemnify Purchaser, its parent, its affiliates and subsidiaries and their respective officers, directors, employees and agents from and against any claims, including third party claims, loss, cost, damage or expense, fines, amounts paid in settlement, and reasonable legal fees and expenses, arising out of or related to any of the following: (a) any alleged defect in the Goods, regardless of whether the action is based upon negligence or strict liability; (b) Seller's breach of any representation or warranty provided in these terms; (c) infringement of any patent, copyright, trademark, design, or other intellectual property with respect to the Goods; or (d) violation of any applicable Laws pertaining to the Goods.
16. INDEMNIFICATION PROCEDURE. Upon Purchaser's request, Seller will assume, at its own expense, the defense of any such third party legal proceedings with reputable counsel reasonably acceptable to Purchaser and is entitled to settle any such third party legal proceedings with Purchaser's written consent, not to be unreasonable withheld or delayed. Purchaser, at Seller's cost, will reasonably cooperate with Seller in the defense of such action as Seller may reasonably request. Purchaser may participate in the defense of any indemnified claim at its expense. Purchaser, at Seller's expense, may undertake and control the defense of any indemnified claim in the event of the material failure of Seller to undertake and control the same.
17. INSURANCE REQUIREMENTS. Upon request, Seller shall furnish Purchaser with a certificate of comprehensive general liability insurance with limits of no less than $3,000,000 for bodily injury and property damage per occurrence and containing a broad form Seller's endorsement and undertaking of the insurance company not to cancel, reduce or materially change the insurance without giving at least 30 days prior written notice to Purchaser. The insurance must include product liability coverage and fire, theft, casualty, water damage, flood and typhoon coverage.
18. CONFIDENTIALITY. Seller, its agents and representatives may become privy to certain confidential and/or proprietary information of the Purchaser, its parent, subsidiaries and affiliates including, but not limited to technical or business information ("Confidential Information"). All Confidential Information remains at all times the Purchaser's sole property. Seller will and will cause its employees, agents and representatives (a) to hold the Confidential Information in confidence and not to disclose it to any third party, using the same degree of care to prevent the disclosure, as it uses in protecting and preserving its own confidential information of like kind, but in no event less than a reasonable degree of care, and (b) to use the Confidential Information only for Seller's performance under these Terms. Seller will limit the disclosure to employees and subcontractors, and professional advisors that need to know the Confidential Information to enable Seller's performance under these Terms. The obligations of confidentiality under these terms will not extend to any portion of Confidential Information which, as established by relevant documentary evidence satisfactory to Purchaser, (i) is already in Seller's lawful possession at the time of disclosure by Purchaser; (ii) is through no act of the Seller, its agents or representatives generally available to the public; or (iii) was furnished to Seller by a third party having no obligation of confidentiality to Purchaser. If Seller becomes legally obligated to disclose any Confidential Information, Seller will provide Purchaser with prompt advance written notice to the extent legally permitted. Seller will only disclose that Confidential Information legally required, and will exercise its best efforts to obtain reliable assurance that the Confidential Information is treated as confidential. Seller will, at Purchaser's option, return or destroy all Confidential Information promptly upon request by Purchaser. Seller acknowledges that any violation or threatened violation of this section will cause irreparable injury to Purchaser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Purchaser shall be entitled to seek injunctive or equitable relief (in each case, without the requirement to post a bond) as may be deemed proper by a court of competent jurisdiction.. The rights and obligations as set forth in this section will survive the termination, expiration or fulfillment of any Purchase Order for a period of five (5) years.
19. ASSIGNMENT. Seller will not delegate, subcontract, transfer or assign any Purchase Order or these Terms or any of its rights or obligations, whether in whole or in part, without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. Purchaser is entitled, without restriction, to delegate, subcontract, transfer or assign any Purchase Order and these Terms or any of its rights or obligations, whether in whole or in part, without the prior written consent of Seller.
20. INDEPENDENT CONTRACTOR STATUS. The Parties are independent contractors with respect to each other, and nothing in the Purchase Order or these Terms will be construed to place the Parties in the relationship of partners, joint ventures, fiduciaries or agents. Neither Party is granted any right or any authority to assume or to create an obligation or to bind the other Party.
21. PUBLIC DISCLOSURES. Except as required by Laws or with Purchaser's prior written consent, Seller (i) will not disclose the existence or the terms and conditions hereof or any Purchase Order or the existence of a relationship between the Parties to any party, and (ii) will not use Purchaser's, its parents', its affiliates' or subsidiaries' corporate names or trademarks.
22. MODIFICATION AND WAIVER. Purchaser may amend these Terms at any time in its sole discretion and will post its current Supplier Terms & Conditions at the terms and conditions link on its website, www.alphabroder.com. Changes to Terms shall only apply to Purchase Orders submitted after the effective date of such changes. Except for the foregoing, no amendment, modification, or waiver of these Terms will be valid unless in writing and signed by an authorized representative of the Party against which such amendment, modification, or waiver is sought to be enforced. No waiver of any breach, or the failure of a Party to enforce any of these Terms will affect that Party's right to enforce these Terms, nor shall the waiver by either Party of a breach of any provision hereof constitute a waiver of any other breach of such or any other provision. Any other modification, amendment or waiver of any provision of these Terms is null and void.
23. SURVIVAL PROVISION. The expiration or termination of a Purchase Order will not affect the terms that expressly provide that they will survive expiration/termination or which out of necessity must survive expiration/or termination.
24. GOVERNING LAW AND VENUE. The parties agree that each Purchaser Order and these Terms shall be governed by the laws of the State of New York, exclusive of any choice of law and conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the transactions described in this Agreement. All legal proceedings relating to or arising out of any Purchaser Order or these Terms must be brought in the state or federal courts sitting in New York, NY and each Party irrevocably submits to the exclusive and personal jurisdiction of such courts in any such dispute, suit, action or proceeding.