Terms and Conditions
The following terms and conditions shall govern the rights and obligations of the parties with respect to the transaction reflected in this invoice. These terms may not be altered or amended in any manner except in writing and signed by both parties. Buyer agrees to these terms and conditions when the earlier of the following occurs: accepts delivery of products or submits a purchase order.
a) Buyer shall inspect the products immediately upon delivery. If the product is deemed non-conforming by Buyer, Buyer must provide notice to Sleeve a Message within three (3) business days via email. If notice is not received after three (3) business days, Buyer will be deemed to have accepted delivery and Sleeve a Message will be deemed to have delivered conforming products with no additional responsibility or liability. All sales are final upon acceptance.
b) Sleeve a Message must cure any non-conformity within thirty (30) business days, except where Sleeve a Message maintains a good faith dispute of the Buyer’s asserted non-conformity. The parties agree to cooperate in good faith to resolve any such disputes. Buyer shall pay all shipping charges for the return of products. Sleeve a Message will not accept products for return if they are not in their original packaging.
2 Terms of Payment
a) Payments are due prior to production unless net terms have been granted. Net terms can be granted only when an appropriate credit check has been executed to determine that the buyer is in good financial standing. Sleeve a Message reserves the right to revoke terms. If Buyer disputes any portion of the invoice, Buyer shall notify Sleeve a Message in writing no later than two (2) business days from the date of the delivery and such writing shall include the amount of the invoice in dispute and the reason for the dispute. Buyer shall make payment on non-disputed amounts in full as required herein.
b) Any unpaid balances over thirty (30) days from the due date shall bear interest in the amount of 1.5% of the unpaid balance, compounded monthly. Should an invoice remain unpaid 60 days following its due date the customer may be sent to collections.
c) International orders are non-refundable. Only material defects of the sleeve are subject to return consideration. Client understands that our sleeves come in a variety of sizes and fits and we do not guarantee sleeves fit all cups. Sleeve a Message is willing to provide sample sleeves or suggestions of best cup brands and sizes. Customers outside of the United States will be subject to shipping costs for product samples.
d) Printed products are non-refundable.
e) Any product that is refundable, the buyer is responsible for all return shipping and will incur a 15% restocking fee.
3 Promotional Messages
a) Buyer’s logo or promotional material may be placed on the product upon request, provided that Sleeve a Message shall have the limited right* to utilize sample products containing such promotional material or logo to market Sleeve a Message’s business and products.
b) Sleeve a Message retains the right to include on all products its promotional or logo messages, as well as any cautionary language to advise consumers on best use of the product. Buyer agrees that promotional or logo messages on the products shall not be grounds to reject products or delivery unless Buyer instructed otherwise in accordance with this section.
4 Liability and Limitation of Damages
a) Sleeve a Message’s liability, including that for breach of contract, negligence, strict liability in tort, or otherwise, for its products, shall be limited to the return of the products or refund of the purchase price. Except as expressly provided herein, in no event shall Sleeve a Message be liable for any direct and/or indirect damages or any relief arising out of the use or inability to use any delivered products, including lost profits, lost business, lost opportunity, or any indirect, special, incidental or consequential or exemplary damages. Buyer shall not be entitled to deduct damages resulting from any breach of the terms from payments owed to Sleeve a Message.
b) Sleeve a Message shall ship the Good s FOB shipping point via FedEx, FedEx Freight or any third party carrier suitable to both parties needs, and title to and risk of loss of the Goods will pass to the Buyer upon departure from shipping point. Any stated delivery dates are approximate. The Seller will not be liable for any losses, damages, penalties, or expenses for failure to meet any delivery date.
c) THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, THAT EXTEND BEYOND THE FACE HEREOF. SLEEVE A MESSAGE DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
a) Buyer agrees to indemnify and hold Sleeve a Message, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of Buyer’s breach of these terms of Buyer’s misuse or negligent use of the products.
6 Governing Law and Venue
a) Your invoice and terms and conditions shall constitute a single agreement which shall be deemed to be made in and interpreted, construed, and governed by the laws of the state of Missouri without regard to the conflict of law principles thereof. Venue and jurisdiction in any action arising out of this agreement shall be in St. Louis County Circuit Court, Missouri. In the event legal proceedings are commenced by Sleeve a Message to enforce this Agreement, and/or to collect any sums due from Buyer, Sleeve a Message shall be entitled to recover reasonable attorney’s fees and expenses incurred in such efforts, regardless of whether litigation is commenced.
*Limited Right refers, but is not limited to, use on SaM’s website, social media platforms marketing material and any other print, graphic or photographic representation.