Terms of service

ARGALI CUSTOM APPAREL, LLC TERMS OF SERVICE:

WEB SITE RELATED INFORMATION:

1. Terms:

By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.

2. Use License:

1. Permission is granted to temporarily download one copy of the materials (information or software) on Argali Custom Apparel’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
1. modify or copy the materials;
2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
3. attempt to decompile or reverse engineer any software contained on Argali Custom Apparel’s web site;
4. remove any copyright or other proprietary notations from the materials; or
5. transfer the materials to another person or “mirror” the materials on any other server.
2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Argali Custom Apparel at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer:

1. The materials on Argali Custom Apparel’s web site are provided “as is”. Argali Custom Apparel makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Argali Custom Apparel does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

4. Limitations:

In no event shall Argali Custom Apparel or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Argali Custom Apparel’s Internet site, even if Argali Custom Apparel or a Argali Custom Apparel authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata:

The materials appearing on Argali Custom Apparel’s web site could include technical, typographical, or photographic errors. Argali Custom Apparel does not warrant that any of the materials on its web site are accurate, complete, or current. Argali Custom Apparel may make changes to the materials contained on its web site at any time without notice. Argali Custom Apparel does not, however, make any commitment to update the materials.

6. Links:

Argali Custom Apparel has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Argali Custom Apparel of the site. Use of any such linked web site is at the user’s own risk.

7. Site Terms of Use Modifications:

Argali Custom Apparel may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

8. Governing Law:

Any claim relating to Argali Custom Apparel’s web site shall be governed by the laws of the State of Texas without regard to its conflict of law provisions.

General Terms and Conditions are applicable to Use of a Web Site.

 

 

ARGALI CUSTOM APPAREL, LLC TERMS OF SERVICE REGARDING PRODUCTS AND SERVICES:

 

These Terms of Service (the “Terms”) effective on the date of the purchase is between, Argali Custom Apparel, LLC a Texas Limited Liability Company ("Company") and the customer ("Customer"); herein also referred to individually as (a “Party”) and collectively as (the “Parties”). The Customer may be a person or business.

RECITALS:

Company is engaged in the marketing and sale of the Products (as defined below and listed in Exhibit B). Retailer is experienced in the promotion, distribution, and sale of products similar to the Products.

The Company wishes to appoint the Retailer as its nonexclusive Retailer to promote, distribute, and sell the Products within the Territory as defined in Section 5, and the Retailer wishes to accept the appointment.

The Parties therefore agree as follows:

1. PURPOSE & APPOINTMENT:

A. Nonexclusive Appointment. The Company hereby appoints the Retailer to distribute, offer for sale, sell and promote the Company's products listed in Exhibit A (the "Products"), in the Territory on a nonexclusive basis, and the Retailer accepts this Nothing contained in this agreement limits the Company's right, in its sole discretion, to discontinue the manufacture, sale, or distribution of any Product at any time.

B. Ancillary Agreements. This Agreement is a non-exclusive agreement between the Parties and shall apply to all future purchase orders.

C. Limitations. The Company reserves the right at any time to offer, license, and sell any Products, directly or indirectly, with no obligation to pay compensation to the Retailer.

2. TERM:

This Agreement will become effective as of the Effective Date and will continue for an initial term of one (1) year(s) (the "Term"). Unless either Party gives written notice to the other at least ninety days before the end of the Term, this Agreement will renew automatically for an additional one (1) year Term. This automatic renewal will continue to apply at the end of each Term until the Agreement is terminated. If notice is given at least (90) days before the end of the Term, the Agreement shall terminate at the end of the then current Term.

3. TERMINATION:

A. Without Cause. This Agreement may be terminated by either Party, on provision of ninety (90) days' written notice before the end of a Term.

B. Termination for Insolvency/Bankruptcy. This Agreement will terminate immediately without notice upon the occurrence of any of the following events, unless the Party not subject of insolvency/bankruptcy promptly after discovery of the relevant facts notifies the affected Party to the contrary in writing:

1. An insolvency, bankruptcy, or similar proceeding for reorganization or protection is instituted by or against either Party pursuant to any present or future state or federal bankruptcy act or under any similar federal or state law (and with respect to any involuntary petition is not discharged within sixty (60) days;

2. Either Party makes or attempts to make an assignment for the benefit of its creditor

3. A receiver, trustee, liquidator, custodian or similar official is appointed for the business or property of either Party and is not removed within sixty (60) days of the appointment; or

4. Either Party is unable to pay its debts generally as they become due

C. Termination for Cause. In addition to any other rights or remedies which may be available at law or in equity, either Party may terminate this Agreement for cause upon the material breach by the other Party of the terms of this Agreement, and the failure of such other Party to cure such breach within thirty (30) days of such notification.

4. RESPONSIBILITIES:

A. Retailer Responsibilities. The Retailer shall provide all of the usual and customary services of a Retailer, including:

1. Compliance with the laws and regulations that govern its business;

2. Devotion of the time, energy, and skill necessary to distribute, promote the sale of, and sell the Products through all channels of distribution in the Territory in conformity with the Company's established marketing policies and programs;

3. Accurate representation and statement of the Company's policies to all potential and present customers;

4. Prompt payment of all amounts owed to the Company in accordance with the Company's terms of sale;

5. Informing the Company if the Retailer intends to advertise the Products outside of the Territory or solicit sales from customers located outside of the Territory;

6. Maintaining contact with the Company via telephone, email, or other agreed on means with reasonable frequency to discuss sales activity within the Territory;

7. Disclosure of any problems concerning customers to the Company;

8. Performance of such other sales-related services with respect to the customers as the Company may reasonably require; and

9. Full disclosure of all circumstances that currently exist or that could arise during the Term that could be (or could cause) a conflict of interest between the respective interests of the Parties.

B. Company The Company shall:

1. Comply with the laws and regulations that govern its business;

2. Answer any questions the Retailer may have about the Products;

3. Provide the Retailer with merchandising assistance in the form of advertising programs;

4. Promotions, manuals, product and sales training, and sales promotions; and

5. Cooperate with the Retailer and its dealers in providing advertising and promotion of the Products through the Territory;

 5. TERRITORY:

During the Term, the Retailer shall use its best efforts to distribute, offer for sale, and sell the Products in the following geographical area:

Online and store front sales within the United States (the “Territory”)

6. CUSTOMERS:

The Retailer acknowledges that the Company has existing relationships with other retailers and individual consumers (the "Existing Customers"), and that nothing in this Agreement prevents the Company from selling its Products to the Existing Customers.

7. PURCHASE ORDERS:

Retailer will order Products from Company in writing by submitting an official purchase order form in the form attached as Exhibit A (the “Purchase Order”). Unless otherwise authorized in writing by the Company, no Product is to be delivered or furnished by Company until transmittal of an official Purchase Order from the Retailer. All Purchase Orders are subject to Company approval before Products are Any and all Purchase Orders are subject to this Agreement and shall be effective and binding upon the Retailer when placed in the mail or electronically transmitted prior to Termination of this Agreement.

8. DELIVERY:

A. Ownership. Company will ship all Products freight paid by Retailer, F.O.B. Origin. Insurance will be in place for the shipment from the Company to the Retailer, and this insurance will cover loss or damage. Signing authority will also be utilized by the shipping company, and once the shipment has been signed for as proven by the shipping company liability will be transferred from the Company to the Retailer.

B. Delivery Subject to Section 22 of this Agreement, Products shall be delivered by the delivery date provided on the Purchase Order (the “Delivery Date”). Company will immediately notify Buyer if Company is likely to be unable to meet the Delivery Date. The delivery date is subject to change, and refunds or partial refunds are up to the discretion of the Company.

9. PRICE & PAYMENT:

A. The Retailer understands that the price of the goods purchased will be the price listed on the Purchase Order at the time of purchase. All sales are final, and refunds and partial refunds are all under the discretion of the Company.

B. Retailer must pay according to the payment terms provided on the Purchase Order.

10. PRODUCT WARRANTY:

NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY VENDOR WITH RESPECT TO THE PRODUCTS. RETAILER UNDERSTANDS THAT ALL PRODUCTS ARE TRANSFERRED PURSUANT TO THIS AGREEMENT ARE TRANSFERRED “AS IS.”

11. REFUNDS & REPLACEMENTS:

A. Permitted Refunds or Exchanges. All sales are final. Any and all refunds or partial refunds are under the discretion of the Company.

B. No Refunds. Unless otherwise permitted by the Company, no refunds shall be given for custom orders.

C. Products which are found to be defective must be reported to the Company. If the products have errors prior to shipping it is the responsibility of the Retailer to inform the Company of these errors. Once the order has been shipped it is possible for certain products to be replaced under the discretion of the Company, however no refunds or complete remakes of the products will be made at this late state of the order. The Retailer’s approval or decline of initial embroidery and samples is written communication that impacts the order. This communication is binding, and although certain situations may arise where hats can be remade the Company will not be responsible for a complete change of heart after binding communication has been made by the Retailer.  

12. NATURE OF RELATIONSHIP:

The relationship of the Parties under this Agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Neither Party may assume or create obligations on the other Party's behalf, and neither Party may take any action that creates the appearance of such authority.

13. COMPANY REPRESENTATIONS:

The Company hereby represents that the Product is and shall be manufactured in conformity with all applicable laws, rules, regulations, and orders of governmental entities relating to the manufacture, promotion, sale, or distribution of the Product.

14. INDEMNIFICATION:

A. Of Company by Retailer. At all times after the Effective Date of this Agreement, the Retailer shall indemnify the Company against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of the Retailer's gross negligence or willful misconduct arising from the Retailer's carrying out of its obligations under this Agreement or the Retailer's breach of any of its obligations or representations under this Agreement.

B. Of Retailer by Company. The Company shall at all times indemnify the Retailer against a Loss or Litigation Expense arising out of the Company's gross negligence or willful misconduct arising from the Company's carrying out of its obligations under this Agreement; the Company's breach of any of its obligations or representations under this Agreement; or defects in the Products caused by the Company.

15. USE OF INTELLECTUAL PROPERTY:

A. Use by The Company hereby grants to the Retailer a nonexclusive license for the duration of the Term, of all service marks, trademarks, and trade names used by the Company on or for the Products (collectively the "Product Trademarks") for the sole purpose of distributing, offering for sale, and selling the Products to customers in the Territory.

B. Retention of Rights. The Retailer recognizes the Company's interest in the Product Trademarks, Products, patents, and trade secrets (the “Intellectual Property”) and shall not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company's interest, nor shall the Retailer cause diminishment of value of the Company’s Intellectual Property through any act or The Retailer shall not apply for, acquire, or claim any right, title, or interest in or to any such Product Trademarks, or other marks that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Retailer shall stop using the Product Trademarks and any other Intellectual Property immediately. Any goodwill generated through Client’s use of Company’s name and trademarks shall inure solely to the benefit of Company. Except as set forth in this Agreement, Client may not use Company’s name or trademarks, copyrights, patents or any illustrations, designs, documents or other information created by the Company without Company’s prior written consent.

C. Limitations on Use. Retailer agrees that it will not copy, transfer, distribute, reproduce, reverse engineer, decrypt, decompile, disassemble, create derivative works from or make any part of the Product or the data or information received available to The Company is held harmless for any designs the Retailer sends or requests the Company to use in any way. It is the Retailer’s responsibility to manage the rights and liability affiliated with the designs they send the Company.

16. CONFIDENTIAL INFORMATION:

Retailer shall hold in strictest confidence and not use, except for the benefit of the Company or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any Confidential Information of the "Confidential Information" means any of the Company's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, designs, artwork, illustrations, patent pending designs, patent published designs, copyright pending designs, copyright protected designs, trademark pending designs, trademark protected designs, or other business information disclosed to the Retailer by the Company, either directly or indirectly. The Retailer may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Company personnel or authorized representatives or for any other purpose Company may authorize in writing. This section shall survive beyond Termination of this Agreement.

17. RETURN OF PROPERTY:

Within 30 days of the termination of this Agreement, upon request of a Party, the other Party shall return all Confidential Information and proprietary documents to the other; provided, however, (i) each Party shall be permitted to retain copies of the other Party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither Party will be required to search archived electronic back-up files of its computer systems for the other Party’s Confidential Information in order to purge the other Party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will remain subject to the obligations and restrictions contained in this Agreement; will be maintained in accordance with the retaining Party’s document retention policies and procedures; and the retaining Party will not use the retained Confidential Information for any other purpose.

18. GOVERNING LAW & ATTORNEYS' FEES:

A. Choice of Law. The laws of the state of Texas govern this Agreement (without giving effect to its conflicts of law principles). Both Parties consent to the personal jurisdiction of the state and federal courts in Dallas County, Texas.

B. Attorneys' Fees. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the losing Party shall reimburse the prevailing Party for its reasonable attorneys' fees.

19. AMENDMENTS:

No amendment to this Agreement will be effective unless it is in writing and signed by both Parties or authorized representatives.

20. ASSIGNMENT & DELEGATION:

Neither Party may assign or delegate any of its rights or performance obligations under this Agreement, except with the prior written consent of the other All voluntary assignments of rights are limited by this subsection.

21. FORCE MAJEURE CLAUSE:

Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

22. COUNTERPARTS; ELECTRONIC SIGNATURES:

A. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.

B. Electronic Signatures. This Agreement, agreements ancillary to this Agreement, and related documents entered into in connection with this Agreement are signed when a Party's signature or confirmation is delivered by facsimile, email, affirmative ‘Terms and Conditions’ checkbox on the Company’s web site, or another electronic medium. These signatures or confirmations must be treated in all respects as having the same force and effect as original signatures. Approval of designs by the Retailer are also binding regardless of the type of communication: phone call, text message, email, web site correspondence, and all other forms of communication.

23. SEVERABILITY:

If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.

24. NOTICES:

A. Form of All notices and other communications related to this Agreement or its forms must be submitted in writing.

B. Permitted Delivery Methods. Each Party giving or making any notice, request, demand, or other communication required or permitted by this Agreement ("Notice") shall give that notice in writing and use one of the following types of delivery, each of which is in writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

C. Addresses: The Company will utilize the address(s) that the Retailer supplies the Company at the point of sale. If this address changes it is up to the Retailer to notify the Company through written notice or email within three days of shipping of the products. The Company is held harmless for losses of products due to the Retailer’s lack of communication due to their address change.

25. WAIVER:

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

26. ENTIRE AGREEMENT:

This Agreement along with any Confidentiality Agreement and Purchase Orders, constitutes the final Agreement of the Parties. It is the complete and exclusive expression of the Parties' agreement about the subject matter of this All prior and contemporaneous communications, negotiations, and agreements between the Parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither Party was induced to enter this Agreement by, and neither Party is relying on, any statement, representation, warranty, or agreement of the other Party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this agreement's effectiveness.

27. HEADINGS:

The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this agreement's construction or interpretation.

IN WITNESS WHEREOF, the Parties have entered into and executed these Terms as of the date of the official order placed on the Argali Custom Apparel web site.