TERMS AND CONDITIONS OF SALE


1. Parties

“Prinstant” means Prinstant, LLC, a Michigan limited liability company. “Customer” means the individual or entity purchasing Goods and Services from Prinstant.

2. Application

These Terms and Conditions of Sale define the relationship of Customer and Prinstant and apply to all purchases by Customer of custom and branded products (collectively, the “Goods”) and any manufacturing and fulfillment services required for, or performed in connection with, the Goods (collectively, the “Services”). Customer acknowledges and agrees that these Terms and Conditions of Sale are incorporated in, and are a part of, each quotation, purchase order, proposal, service order, invoice, release, requisition, work order, shipping instruction, specification and any other document, whether expressed verbally, in written form or electronic commerce, relating to the Goods and Services to be provided by Prinstant (such documents are collectively referred to herein as the “Agreement”). Any execution by Prinstant of any other document submitted by Customer in connection with the purchase of Goods and Services does not constitute acceptance of or agreement to any terms and conditions in addition to or different from those contained in the Agreement, but will constitute only acknowledgment of receipt of such document. In addition, notwithstanding any terms contained in any documents submitted by Customer in connection with the purchase of Goods and Services described under the Agreement, the acceptance of delivery by Customer of the Goods and Services described in the Agreement will constitute a course of conduct constituting Customer’s agreement to the terms and conditions of the Agreement, to the exclusion of any additional or different terms and conditions.

3. Quotation Expiration

Written quotations are valid for a period of thirty (30) days unless otherwise noted by Prinstant. Prinstant shall have the right to withdraw or modify any quote which has not been accepted by Customer within such thirty (30) day time period.

4. Pricing; Taxes

Prices for Goods and Services shown in any Prinstant publication including, without limitation, on Prinstant’s website, are subject to change without notice. Prices quoted do not include (and Customer will pay) all taxes or fees of any kind which may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Goods and Services.

5. Terms of Payment

Unless otherwise specifically agreed to in writing by Prinstant, all invoiced amounts shall be due and payable to Prinstant, without setoff or other deductions or charges, at the time of Customer’s order.

6. Order Acceptance and Cancellation; Return and Refund Policy.

  1. After having received Customer’s order, Prinstant will send confirmation via email, API or other method with order information. Acceptance of Customer’s order and the formation of the Agreement between Prinstant and Customer will not take place unless and until such order confirmation is received by Customer.
  2. Because the Goods are custom-made to Customer’s design, Prinstant does not accept returns, and, except as set forth in Section 9 below, no refunds are available for orders accepted by Prinstant.

7. Suspension of Performance.

Prinstant reserves the right to withhold, suspend or stop its provision of any of the Services or delivery of the Goods should (i) Customer breach the Agreement, or (ii) any doubt arises as to Customer’s credit or financial responsibility.

8. Shipments; Delivery; Title and Risk of Loss.

  1. Prinstant will arrange for shipment of the Goods to Customer. Customer shall pay all shipping and handling charges specified during the ordering process.
  2. Any dates of performance or delivery scheduled by Prinstant are approximations, and the sole obligation of Prinstant with respect to any such scheduled dates will be to use commercially reasonable efforts to perform the Services and deliver the Goods, consistent with the reasonable demands of its business.
  3. Title and risk of loss to the Goods transfer to Customer upon Prinstant’s transfer of the Goods to its designated carrier (FOB Carrier).

9. Inspection and Acceptance

Customer shall have one business day from the date of delivery of the Goods to inspect the Goods, and, in the event of any non-conformity, Customer must provide written notice thereof to Prinstant along with a description of the non-conformity. Failure by Customer to provide such notice within the time period prescribed constitutes unqualified acceptance of the Goods. In the event of any non-conformity, Prinstant may request that Customer send the Goods back to Prinstant, at Prinstant’s direction, for further inspection. To the extent Prinstant determines that the Goods (or underlying Services) are non-conforming, Prinstant shall, in its sole discretion, either (i) replace such non-conforming Goods; or (ii) refund the purchase price of such non-conforming Goods.

10. Changes

Prinstant reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computation, which may exist on the Agreement. Customer may request changes or additions to the Goods and Services prior to the commencement of performance by Prinstant. In the event such changes or additions are accepted by Prinstant, Prinstant may revise the price and estimated delivery dates.

11. Limited Warranty; Disclaimer of Warranties.

  1. Subject to the limitations set forth in Section 12 below, Prinstant warrants that it will perform the Services as described in the Agreement and will exercise all reasonable skill, care and diligence in performances of the Services in accordance with industry standards. To the extent assignable, Prinstant assigns to Customer any warranties that are made by manufacturers and suppliers of the Goods.
  2. EXCEPT AS SPECIFIED ABOVE, GOODS FURNISHED HEREUNDER ARE FURNISHED AS-IS, WHERE-IS, WITH NO WARRANTY WHATSOEVER. THE WARRANTIES SET FORTH IN THIS SECTION 11 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY PRINSTANT WITH RESPECT TO THE GOODS AND SERVICES AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO PRINSTANT.
  3. The above warranties do not extend to any losses or damages to the Goods due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Prinstant’s), handling, maintenance, modification or alteration to the Goods by any party other than Prinstant, or any other cause not the fault of Prinstant.

12. Limitation of Liability

  1. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO, AT PRINSTANT’S SOLE OPTION, EITHER CORRECT PERFORMANCE FOR THAT PORTION OF THE GOODS FOUND BY PRINSTANT TO BE NON-COMFORMING OR REFUND OF THE PRICE PAID FOR THE NON-CONFORMING GOODS.
  2. THE REMEDIES OF CUSTOMER SET FORTH IN THE AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL PRINSTANT’S LIABILITY TO CUSTOMER EXCEED THE PRICE PAID BY CUSTOMER FOR THE SPECIFIC GOODS AND SERVICES PROVIDED BY PRINSTANT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. IN NO EVENT SHALL PRINSTANT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF CONTRACTS, LOSS OF PROFITS, OR LOSS OF PRODUCTION, WHETHER SUCH LIABILITY IS BASED OR CLAIMED TO BE BASED UPON ANY NEGLIGENCE OR ANY OTHER ACT OR OMISSION ON THE PART OF PRINSTANT IN CONNECTION WITH THE PERFORMANCE OF THE AGREEMENT.

13. Intellectual Property.

  1. For purposes of this Section 13, the term “Customer Intellectual Property” means any copyrights, text, names, trademarks (whether registered or common law trademarks), trade names, logos, images, artwork, designs, and symbols provided to Prinstant by Customer in connection with Customer’s purchase of Goods and Services.
  2. Customer hereby grant to Prinstant a limited, non-exclusive, revocable, worldwide license to copy, make, use, and sell the Customer Intellectual Property on Goods Prinstant sells to Customer and persons designated by Customer. Further, Customer hereby grant to Prinstant a limited, non-exclusive, irrevocable, perpetual, worldwide license to copy, make, and use the Customer Intellectual Property for Prinstant’s marketing and internal business use purposes.
  3. Customer represents and warrants to Prinstant that (i) Customer has the necessary rights and permissions to (x) grant Prinstant the licenses contained in this Section 13, and (y) use and exploit any Customer Intellectual Property submitted to Prinstant in connection with Customer’s purchase of Goods and Services, and (ii) such use and exploitation does not and will not violate the intellectual property rights (including, but not limited to, trademark, copyright, trade dress, patent, or design patent rights) of any other person or entity.
  4. Prinstant reserves the right to refuse any Customer Intellectual Property (and to reject any underlying Customer order even if following acceptance thereof by Prinstant) for any reason, including, without limitation, to the extent that Prinstant deems such Customer Intellectual Property to be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another’s rights including, but not limited to, rights of celebrity, privacy and intellectual property.

14. Indemnification

Customer agrees to defend, indemnify, and hold harmless Prinstant and its affiliates, and its and their respective officers, directors, managers, members, shareholders, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys’ fees, arising out of or relating to a claim that the Customer Intellectual Property infringes the intellectual property or other proprietary rights of any person or entity.

15. Entire Agreement; Modifications and Waiver.

Neither party has rights, warranties, or conditions expressed or implied, statutory or otherwise, other than those contained in the Agreement. The Agreement contains the entire agreement between Prinstant and Customer, which Agreement may only be modified or rescinded by a writing signed by both parties. No waiver of any provision of the Agreement will be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable, will apply only to the specific case for which the waiver is given. Failure of either party to insist upon strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement.

16. Subcontractors

Prinstant may engage subcontractors as Prinstant, in its reasonable discretion, considers necessary to perform the Services and/or provide the Goods.

17. Force Majeure

Prinstant will have no liability to Customer or any other person for delays in performance of the Services or delivery of the Goods due to strikes or labor disputes of any type, accidents, fires, floods, acts of God, pandemics or epidemics, actions by governmental authorities, acts, omissions, or delays of Customer or any other third party, shortages of labor, telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials, or without limitation of the above, for any causes reasonably beyond the control of Prinstant.

18. Assignment

Customer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Prinstant, and any such assignment or delegation without such consent shall be void.

19. Non-Disparagement

Customer shall not, directly or indirectly, make or authorize the making of any statement that disparages or creates any material negative inference with respect to Prinstant and/or its officers, managers, directors, employees, shareholders, members, affiliates, or related companies, by words, actions or other communications (electronic or otherwise).

20. Governing Law; Venue

The Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without regard to any conflict of laws or choice of law provisions. The parties hereby agree that any legal or equitable action or proceeding with respect to the Agreement shall be brought only in any court sitting in Oakland County of the State of Michigan, or the United States District Court for the Eastern District of Michigan, and each party hereby submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to such party and such party’s property and irrevocably consents to the service of process in connection with any such action or proceeding by personal delivery or by the mailing thereof by registered or certified mail, postage prepaid, to the party’s last known address. No action, regardless of form, arising out of the transactions relating to the Agreement, may be brought by Customer more than one (1) year after the cause of action has accrued. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

21. Waiver of Jury Trial

EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THIS PROVISION WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

22. Survival

The respective representations and covenants of the parties, together with any obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of the Agreement and continue in full force and effect.

23. Independent Contractors

The parties to the Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by the Agreement. Neither party shall have the power to obligate or bind the other party.

24. Severability

If any provision of the Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of the Agreement shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

25. Change to the Agreement

Prinstant may, from time to time and in its sole discretion, modify these Terms and Conditions as well as any other terms and conditions of the Agreement. All modifications shall be effective upon their publication on Prinstant’s website. It is Customer’s responsibility to review Prinstant’s online services for such modifications on a frequent basis. If Customer orders further Goods and Services following any such modification, such use will be deemed acceptance of such modification by Customer. Any modifications requested by Customer to any of the terms of the Agreement must be approved in writing by Prinstant.