Terms & Conditions

Acceptance of Terms


To the extent this Order is deemed an acceptance of a previous offer by Seller, any such acceptance is expressly conditioned on assent by Seller to the terms of this Order and shipment of the Goods or beginning performance of any Services by Seller shall constitute such assent.

1. Service & Deliverables

Seller agrees to perform the services ("Services") and provide the goods or Service deliverables (collectively referred to as "Goods"), described in this Order, in accordance with this Order, and any scope of work document attached to this Order. This writing does not constitute a firm offer within the meaning of Section 2205 of the California Commercial Code, and may be revoked at any time prior to acceptance.

2. Shipment and Delivery

Unless otherwise specified, Seller shall pack, mark and ship all Goods in compliance with all applicable transportation regulations, good commercial practice, and in a manner adequate to insure the safe arrival of the Goods at the named destination. Any expense incurred by T-ShirtGold as a result of improper preservation, packing, packaging, marking or method of shipment shall be reimbursed by Seller. An itemized packing list showing this Order number, supplier part number and quantity desired shall be included with each shipment and each container shall be marked to show the Order number. Seller shall mark all containers with necessary lifting, handling, and shipping information, and with Order numbers, date of shipment, packing sheets, delivery tickets, bills of lading, and the names of consignee and consignor. Seller shall commence processing the Order in accordance with the Turn Around Time on the Purchase Order. No partial or complete delivery shall be made hereunder prior to the delivery schedule date on the Purchase Order unless T-ShirtGold has given prior written consent. If no delivery schedule is specified, the Order shall be filled promptly and delivery will be made by the method agreed by the parties. The specific quantities ordered must be delivered in full and may not be changed without T-ShirtGold's prior written consent. Seller agrees to notify T-ShirtGold immediately if at any time it appears that the delivery schedule set forth herein may not be met. Such notification shall include the reasons for possible delays, steps being taken to remedy such problems and a proposed new delivery date. T-ShirtGold may elect to be excused from part or full performance hereunder in the event of delays in delivery of conforming Goods in the quantities specified, regardless of whether such delay or failure is actually or proximately caused by Seller, common carriers, other parties, acts of God, strikes, boycotts, other labor troubles, production delays, scarcity of resources, laws including changes therein, government orders, riots, war, fire, weather, earthquake or actual or proximate causes of any other type whatsoever. Time is of the essence. Delivery of Goods shall be made pursuant to the schedule, via the carrier and to the place specified on the face of this Order. If any of the Goods are imported into any other country, Seller will be responsible for all legal, regulatory and administrative requirements associated with any importation and the payment of all associated duties, taxes and fees. In the event Seller's inventory of any particular Good or Service is nearing depletion, Seller shall fulfill outstanding Purchase Orders from T-ShirtGold on a pro-rata basis with Seller's other customers. T-ShirtGold shall periodically provide Seller a good faith but non-binding forecast of units to be purchased.

3. Overshipments and Out of Stock

T-ShirtGold will pay only for quantities ordered. Overshipments will be held at Seller's risk and expense for a reasonable time awaiting shipping instructions. Return shipping charges for over-shipped quantities will be at Seller's expense. Seller shall provide T-ShirtGold with reasonable prior written notice for any Good or Service it intends to discontinue and afford an opportunity for T-ShirtGold to make additional purchases of such Good or Service.

4. Changes

4.1. T-ShirtGold may at any time make changes in the delivery schedules, place of delivery, designs, quantities, and specifications for the Goods ordered hereunder. T-ShirtGold may cancel any Order within the Cancellation period set forth on the Purchase Order.

5. Risk of Loss & Destruction of Goods

5.1. Unless T-ShirtGold provides otherwise in writing, the terms, choice of carrier and routing of shipment shall be F.O.B. destination basis to the delivery address designated by T-ShirtGold. T-ShirtGold may revise shipping instructions as to any unshipped Goods.

5.2. Risk of loss shall remain with Seller until delivery of the Goods to T-ShirtGold at the named destination, regardless of the point of inspection, if any, and Seller shall maintain insurance against loss in transit to such point, and T-ShirtGold shall not be required to assert any claims against common carriers.

6. Payment

Payment is made when T-ShirtGold's check is mailed. Payment shall not constitute acceptance. Seller shall invoice T-ShirtGold for all Goods delivered and all Services actually accepted. Each invoice submitted by Seller must be provided to T-ShirtGold within ninety (90) days of completion of the Services or delivery of Goods and must reference the applicable Order, and T-ShirtGold reserves the right to return all incorrect invoices. Unless otherwise specified on the face of this Order, T-ShirtGold shall pay the invoiced amount within sixty days after receipt of a correct invoice. Seller will receive no royalty or other remuneration on the production or distribution of any products developed by T-ShirtGold or Seller in connection with or based on the Goods or Services provided. T-ShirtGold may at any time set off any amount owed to Seller or any of its affiliated companies. Invoices shall be submitted in duplicate and shall include the corresponding Order numbers obtained from T-ShirtGold, item number, description of item(s), quantities, unit price, extended totals, and Seller's packing slip number, in addition to any other information specified herein. All invoices without the corresponding information may be returned to Seller without payment. All invoices shall be mailed directly to T-ShirtGold's Account Payable Department at the following address: T-ShirtGold, Attn.: Accounts Payable, 1800 Seaport Blvd., Redwood City, CA 94063. No Services shall commence by Seller for T-ShirtGold unless written Order document has been received by the Seller from T-ShirtGold. Unless otherwise specified, the prices set forth in the Order include all acceptable federal, state and local taxes. All such taxes shall be stated separately on Seller's invoice. Unless T-ShirtGold has provided Seller with a valid California exemption resale certificate, or unless T-ShirtGold is otherwise exempt, T-ShirtGold shall pay any applicable California sales or use taxes levied on the Goods, and Seller shall pay all other taxes on or related to the Goods and on the shipment thereof to T-ShirtGold. Any packing, storage, transportation or delivery charges prepaid or payable to T-ShirtGold which are separately stated on Seller's invoice shall not be subject to California sales or use taxes to the extent permitted by law.

7. Price

Seller warrants that the price charged for the Goods ordered herein are not less favorable than those currently extended by Seller to its other customers buying the same or similar goods in equal or smaller quantities under similar circumstances. No extra charges of any kind, including charges for packing or cartage, will be allowed unless specifically agreed to by T-ShirtGold in writing in advance. If price terms are omitted from the face of this Order, subject to Section 6, the price of the Goods shall be the lower of: (1) the price last quoted by Seller; (2) the last price paid by T-ShirtGold to Seller for like goods; or (3) the prevailing market price at the time of shipment. In the event that Seller should increase the price charged for the Goods ordered herein prior to the delivery thereof, Seller will honor this Order at the prices quoted on the face of this Order or as provided in this Section 7, as applicable.

8. Warranties

8.1. Services: Seller represents and warrants that all Services shall be completed (i) in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures; and (ii) in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this Order. Seller represents and warrants that the performance of Services under this Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound. If Seller breaches the foregoing warranty, Seller shall, at T-ShirtGold's option, re-perform the Services or refund T-ShirtGold all amounts paid.

8.2. Goods: Seller warrants that all Goods, including all parts and components thereof, will be new and will not be used, reconditioned or refurbished without the prior written consent of T-ShirtGold. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications, blueprints, drawings and data or Seller's samples, if any, for a period of twelve (3) months from the date of delivery to T-ShirtGold or for the period provided in Seller's standard warranty covering Goods, whichever is longer. Additionally, Seller warrants that the Goods will be: fit for the use intended by T-ShirtGold; free from any actual or claimed patent, copyright or trademark infringement; and subject to all written and oral express warranties made by Seller's agents; subject to all warranties implied in law and; will be free from liability for the payment of royalties. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. All warranties and Service guaranties shall run both to T-ShirtGold and to its customers and shall survive acceptance and payment by T-ShirtGold. Seller hereby agrees that it will make spare parts available to T-ShirtGold for a period of five (5) years from the date of shipment at Sellers then current price, less applicable discounts. If T-ShirtGold identifies a warranty problem with the Goods during the warranty period, T-ShirtGold shall be entitled to seek any of the remedies set forth in Section 16 below.

8.3. Routine Maintenance: T-ShirtGold agrees to perform the routine maintenance activities provided in writing by Seller.

9. Inspection

T-ShirtGold or its third party designate may inspect and test the Goods at any time at the place of manufacture, prior to shipment or upon receipt or at such time or place as it shall choose, notwithstanding its having paid for the Goods prior to inspection. Goods shall also be subject to final inspection and acceptance at T-ShirtGold's facility. Payment for items ordered hereunder shall not constitute acceptance. No acceptance by T-ShirtGold shall be effective with respect to latent defects. The process of inspection shall not be deemed to constitute acceptance of the Goods nor shall it be deemed a waiver of any of T-ShirtGold's rights and remedies hereunder. Failure to inspect the Goods shall not be deemed to constitute: (1) acceptance of any defective or nonconforming Goods; or (2) waiver of any of T-ShirtGold's rights or remedies arising by virtue of any defect or nonconformance. T-ShirtGold's failure to specify any defect or nonconformance in rejecting any or all of the Goods shall not prevent T-ShirtGold from relying on such defect or nonconformance to establish a failure of the Goods to conform to generally accepted industry standards for similar Goods or otherwise justify rejection. If Goods tendered do not wholly conform with the provisions hereof, T-ShirtGold shall have the right to reject such Goods. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon T-ShirtGold's delivery to the common carrier.

10. Independent Contractor

Seller is an independent contractor for all purposes, without express or implied authority to bind T-ShirtGold by contract or otherwise. Neither Seller nor its employees, agents or subcontractors ("Seller's Assistants") are agents or employees of T-ShirtGold, and therefore are not entitled to any employee benefits of T-ShirtGold, including but not limited to, any type of insurance. Seller shall be responsible for all costs and expenses incident to performing its obligations under this Order and shall provide Seller's own supplies and equipment and shall control the method and means of performing the Services.

11. Seller Responsible for Taxes and Records

Seller shall maintain accurate and complete records reflecting compliance with this Order. T-ShirtGold shall have no responsibility to pay or withhold from any payment to Seller under this Order, any federal, state or local taxes or fees. T-ShirtGold or its third party designate may audit Supplier during the Term to ensure compliance with this Order.

12. Insurance

Seller shall be solely responsible for maintaining for itself and requiring Seller's Assistants to maintain such adequate health, auto, workers' compensation, unemployment compensation, disability, liability, and other insurance, including blanket contractual coverage insuring claims resulting from the indemnification of T-ShirtGold required by this Order, as is required by law or as is the common practice in Seller's and Seller's Assistants' trades or businesses, whichever affords greater coverage. Upon request, Seller shall provide T-ShirtGold with certificates of insurance or evidence of coverage before commencing performance under this Order. Seller shall provide adequate coverage for any T-ShirtGold property under the care, custody or control of Seller or Seller's Assistants.

13. Indemnity

Seller shall indemnify, hold harmless, and at T-ShirtGold's request, defend T-ShirtGold, its officers, directors, customers, agents and employees, against all claims, judgments, penalties, disbursements, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Order, including, without limitation, (1) any claim based on the death or bodily injury to any person, destruction or damage to tangible or intangible property, or contamination of the environment and any associated clean up costs, (2) Seller failing to satisfy the Internal Revenue Service's guidelines for an independent contractor, (3) any claim based on the actual or alleged violation of any applicable law or negligence, omissions or willful misconduct of Seller or any Seller's Assistants, and (4) any claim by a third party against T-ShirtGold alleging that the Goods or Services, the results of such Services, or any other products or processes provided under this Order, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Seller shall not settle any such suit or claim without T-ShirtGold's prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by T-ShirtGold in enforcing this indemnity, including attorneys' fees. Privity of contract by the injured person(s) shall not be a prerequisite to Seller's liability hereunder. Should T-ShirtGold's use, or use by its distributors, subcontractors or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at is sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for T-ShirtGold, its distributors, subcontractors or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.

14. Confidentiality

Seller will acquire knowledge of T-ShirtGold Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such T-ShirtGold Confidential Information in confidence during and following termination or expiration of this Order. "T-ShirtGold Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary by T-ShirtGold relating to the current or anticipated business or affairs of T-ShirtGold which is disclosed directly or indirectly to Seller. In addition, T-ShirtGold Confidential Information means any third party's proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to T-ShirtGold. T-ShirtGold Confidential Information does not include any information (1) which Seller lawfully knew without restriction on disclosure before T-ShirtGold disclosed it to Seller, (2) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (3) which Seller developed independently without use of the T-ShirtGold Confidential Information, as evidenced by appropriate documentation, or (4) which is hereafter lawfully furnished to Seller by a third party as a matter of right and without restriction on disclosure. In addition, Seller may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to T-ShirtGold of such requirement prior to disclosure.

Seller agrees not to copy, alter or directly or indirectly disclose any T-ShirtGold Confidential Information except solely as necessary to provide the Goods and Services. Additionally, Seller agrees to limit its internal distribution of T-ShirtGold Confidential Information to Seller's Assistants who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller's Assistants of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of T-ShirtGold Confidential Information.

Seller further agrees not to use the T-ShirtGold Confidential Information except in the course of performing hereunder and will not use such T-ShirtGold Confidential Information for its own benefit or for the benefit of any third party. The mingling of the T-ShirtGold Confidential Information with information of Seller shall not affect the confidential nature or ownership of the same as stated hereunder. Seller agrees not to design or manufacture any products which incorporate T-ShirtGold Confidential Information. All T-ShirtGold Confidential Information is and shall remain the property of T-ShirtGold. Upon T-ShirtGold's written request or the termination of this Order, Seller shall return or transfer to T-ShirtGold all T-ShirtGold Confidential Information, including all Work Product, as defined herein, and all copies thereof.

15. Termination

15.1. Termination for Insolvency. In the event of the institution of any proceedings by or against Seller, whether voluntary or involuntary, under bankruptcy, reorganization or insolvency laws, or in the event of the appointment of a receiver or trustee or a general assignment for the benefit of creditors of Seller hereto, T-ShirtGold shall be entitled to terminate this Order without incurring any costs or liability to Seller. In the event of such termination, T-ShirtGold shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to T-ShirtGold through the date of termination, less appropriate offsets, including any additional costs to be incurred by T-ShirtGold in completing the Services.

15.2. Termination for Default. T-ShirtGold may, by written notification, terminate this Order in whole or part if Seller fails (a) to make delivery of the Goods or perform the Services within the time specified herein, or within any extension thereof by written change order or amendment; (b) to replace or correct defective Goods in accordance with the specifications of this Order; or (c) to perform any of the other provisions of this Order or so fails, in T-ShirtGold's sole opinion, to make progress as to endanger performance in accordance with its terms.

If this Order is terminated pursuant to this clause, T-ShirtGold may procure, upon such terms and in such manner as T-ShirtGold may deem appropriate, Goods similar or substantially similar to those terminated, and Seller shall be liable to T-ShirtGold for any excess cost occasioned T-ShirtGold thereby, provided that Seller shall continue the performance of this Order to the extent not terminated.

If this Order is terminated pursuant to this Section 15.2, T-ShirtGold, in addition to other rights provided herein or by law, may require Seller to transfer title and deliver to T-ShirtGold, in the manner and to the extent directed by T-ShirtGold: (i) any completed Goods, and (ii) such partially completed Goods and/or Services (including but not limited to materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights) as Seller has produced or acquired for the performance of this Order, and Seller shall, upon direction of T-ShirtGold, protect and preserve property as directed in this paragraph which is in the possession of Seller. Payment for completed Goods and Services delivered to and accepted by T-ShirtGold shall be in an amount agreed upon by Seller and T-ShirtGold (not to exceed the contract price). However, Seller's obligation hereunder to carry out T-ShirtGold's directions as to delivery, protection, and preservation shall not be contingent upon prior agreement as to such amount.

T-ShirtGold's failure to enforce any right under this clause shall not be deemed a waiver of any rights hereunder. The rights and remedies of T-ShirtGold under this Section 15.2 shall not be exclusive, and such rights and remedies are in addition to any other rights of remedies of T-ShirtGold provided by law, inequity, or under this Order.


16. Remedies

If Seller breaches any terms or conditions of this Order, T-ShirtGold may exercise, singly or in any combination and in any order, any or all rights and remedies available to the T-ShirtGold at law or in equity, as well as any other rights provided for under this Order, including, without limitation, the right to, at T-ShirtGold's option: (1) In the case of defective or nonconforming Goods, require Seller to promptly repair or replace the Goods or any component thereof, and upon Seller's failure to or refusal to do so, to repair or replace the same at Seller's expense; (2) Refund the purchase price and cost of shipment to T-ShirtGold; (3) In the case of defective or nonconforming Goods, to reject any shipment or delivery or part thereof; (4) Cancel any outstanding deliveries under this Order and treat the breach by Seller as Seller's repudiation of this Order; (5) Hold Seller liable for all delays or other failures to timely deliver conforming Goods in the quantities specified herein regardless of whether such delays or failures arise or result from actions or inactions of Seller, third parties or from any other actual or proximate cause, whatever its nature and such liability shall include, without limitation, all consequential, special and contingent damages including losses sustained or anticipated to be sustained by T-ShirtGold as a result of T-ShirtGold's inability to meet its contractual obligations to third parties or to enter into contracts with third parties; and (6) In the case where conforming Goods fail to arrive at the destination and within the time specified by this Order, T-ShirtGold may, but need not, immediately purchase substitutes therefor and Seller shall be liable for all damages and expenses resulting from such failure; and

17. Force Majeure

T-ShirtGold shall not be liable for any failure to perform including failure to (1) accept performance of Services or, (2) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation. In the event T-ShirtGold is so excused, either party may terminate the Order and T-ShirtGold shall at its expense and risk, return any Goods received to the place of shipment.

18. Attorney's Fees

In any action to enforce this Order, the prevailing party shall be entitled to recover all court costs and expenses and reasonable attorneys' fees, in addition to any other relief to which it may be entitled.

19. Severability

If any provision of this Order shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

20. Assignment

Neither this Order nor any interest therein, except the right to receive payment from T-ShirtGold, may be assigned by Seller, by operation of law or otherwise, without the prior written consent of T-ShirtGold. No assignment of the right to receive payment shall affect T-ShirtGold's right of setoff against Seller nor shall such assignment be binding on T-ShirtGold unless and until T-ShirtGold receives an executed copy of the assignment and each invoice to be paid to the assignee is clearly marked to show such assignment. This Order shall bind and inure to the benefit of T-ShirtGold's assigns and successors, including, without limitation, any entity with which or into which T-ShirtGold shall merge or consolidate.

21. Notices

Except for Orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices, and other communications hereunder shall be in writing, and shall be addressed to Seller or to an authorized T-ShirtGold representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.

22. Survival of Obligations

Any obligations and duties which by their nature extend beyond the expiration or termination of this Order shall survive the expiration or termination of this Order.

23. Governing Law

This Order shall be construed in accordance with, and disputes shall be governed by, the laws of the State of California, excluding its conflict of law rules. The state courts in County of San Mateo and federal courts in the City and County of San Francisco shall have exclusive jurisdiction and venue over all controversies arising out of, or relating to, this Order. The parties exclude in its entirety the application to this Order of the United Nations Convention on Contracts for the International Sale of Goods.

24. Entire Agreement; Modification

This Order and any attachments incorporated or referred herein constitute the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. This Order may not be varied, modified, altered, or amended except in writing, including a purchase order or a change order issued by T-ShirtGold, signed by the parties. Notwithstanding the foregoing, this Order will not supersede or take the place of any written agreement which is signed by both parties and covers the same subject matter as this Order or its related purchase orders. T-ShirtGold's failure to enforce at any time any of the provisions of this Order, to exercise any election or option provided herein, or to require at any time performance by Seller of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this agreement or any part thereof, or the right of T-ShirtGold thereafter to enforce each and every such provision. To be binding upon T-ShirtGold, any modification of this Order must be in writing and signed by T-ShirtGold's authorized representative.

25. Complicance with Laws and Regulations

25.1. General: Seller shall comply fully with all applicable federal, state and local laws in the performance of this Order including, but not limited to, all applicable employment, tax, export control and environmental laws; including the obligation to test, label and package products in compliance with the requirements of the Fair Labor Standards Act and Consumer Products Safety Improvement Act of 2008 (as amended). Seller shall comply with the provisions of the Fair Labor Association Workplace Code of Conduct. Seller will conform to all local laws and customs regarding hiring practices, wage and working conditions. Under no circumstances will Seller involve the production of Goods and Services in an environment where underage labor is employed. Vendor will not utilize factories or production facilities that force work to be performed by unpaid laborers or those who must otherwise work against their will.

25.2. Hazardous Materials: If Goods include hazardous materials, Seller represents and warrants that Seller understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials.

26. Injunctive Relief: Seller acknowledges and agrees that the obligations and promises of Seller under this Order are of a unique, intellectual nature giving them particular value. Seller's breach of any of the promises contained in this Order will result in irreparable and continuing damage to T-ShirtGold for which there will be no adequate remedy at law and, in the event of such breach, T-ShirtGold will be entitled to seek injunctive relief, or a decree of specific performance.

27. Returns: Because all items are custom made to order, no returns will be accepted.