Soulfish Clothing Company, a brand of:
INTRODUCTION/ORDER OF PRECEDENCE. These terms and conditions of this Agreement govern the sale of those products set forth on the Confirmation Form (“Products”) by SOULFISH CLOTHING COMPANY USA, Inc. (“SOULFISH CLOTHING COMPANY”), and take precedence over Customer’s additional or different terms and conditions, to which notice of objection is hereby given. SOULFISH CLOTHING COMPANY has priced all of its Products based upon the provisions in this document. SOULFISH CLOTHING COMPANY SHALL NOT BE BOUND BY CUSTOMER’S TERMS AND CONDITIONS. Execution of this order and every order by Customer or, if not so executed, the failure to object to SOULFISH CLOTHING COMPANY’s terms and conditions in writing within five (5) business days of receipt, or the acceptance of Products purchased, shall constitute an acceptance of these terms and conditions.
PRICING; PAYMENT. In the event of a pricing error, or if the original manufacturer of the Products, increases the prices for the Products, SOULFISH CLOTHING COMPANY reserves the right to charge the correct, then-current price. All orders must be pre-paid unless credit is approved. If SOULFISH CLOTHING COMPANY extends credit to Customer, payment terms are net thirty (30) calendar days, pending credit approval, unless otherwise specified. SOULFISH CLOTHING COMPANY reserves the right to charge interest on any late payments, computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, whichever is less. In addition, Customer will pay SOULFISH CLOTHING COMPANY’s costs, including attorney’s fees, associated with the recovery of any past-due payments owed by Customer to SOULFISH CLOTHING COMPANY. All payments under these Terms shall be made in Euro unless otherwise agreed in writing by SOULFISH CLOTHING COMPANY.
DELIVERY; ACCEPTANCE OF PRODUCTS. Blank or non-customized Products typically ship within 5-7 days after the order is processed. Backorder dates are subject to change without notice. All Products delivered hereunder shall be deemed accepted by Customer as conforming to this Agreement, and Customer shall have no right to revoke any acceptance, unless written notice of the claimed nonconformity or any order discrepancy is received by SOULFISH CLOTHING COMPANY within thirty (30) days of delivery to the location set forth in writing by Customer, and all returned items must be received by SOULFISH CLOTHING COMPANY within twenty (20) calendar days. Notwithstanding the foregoing, any use or alteration of a Product, including embroidering or monogramming, by Customer, its agents, service providers, employees, contractors or customers, for any purpose, shall constitute acceptance of that Product by Customer.
PERFORMANCE; FORCE MAJEURE. SOULFISH CLOTHING COMPANY shall use reasonable efforts to observe the dates for performance of this Agreement, including delivery of Products. SOULFISH CLOTHING COMPANY shall not be liable for any delay or failure to perform due to any cause beyond its control, including but not limited to strikes, acts of God, interruptions of transportation, terrorism, war, labor disturbance or shortage, manufacturer failures or delays, compliance with laws or regulations, or inability to obtain necessary materials. The delivery schedule shall be considered extended by a period of time equal to the time lost because of any delay beyond SOULFISH CLOTHING COMPANY’s control. In the event SOULFISH CLOTHING COMPANY is unable wholly or partially to perform because of any cause beyond its control, SOULFISH CLOTHING COMPANY may terminate the order without liability to Customer.
PRODUCT IMAGES. SOULFISH CLOTHING COMPANY warrants that it has not altered or enhanced any images shown on its web site or in its catalog to misrepresent the true nature of the product displayed. SOULFISH CLOTHING COMPANY does not guarantee that all Products will be 100% consistent in color and material consistency. Minor variations in dye lots, and material thickness and finish are inherent to the manufacturing process. Customer hereby agrees to accept merchandise with such reasonable manufacturing variations. Hang tags and stickers may be incorrect, and Customer is responsible for verifying the correctness of all items.
DISCLAIMER OF WARRANTY; RETURNS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SOULFISH CLOTHING COMPANY MAKES NO WARRANTIES REGARDING THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES, OR ANY WARRANTY OF MERCHATABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer acknowledges and agrees that SOULFISH CLOTHING COMPANY is not the original manufacturer of the Products and that any Products will be subject to the original manufacturer’s warranty, if any, to the extent such warranty may be passed through to Customer. In the event of any defect in a Product, SOULFISH CLOTHING COMPANY sole obligation will be to work with the original manufacturer for resolution.
Returns may be made only after authorization has been secured from SOULFISH CLOTHING COMPANY. All returns must be packaged carefully to prevent damage during transit. SOULFISH CLOTHING COMPANY is not liable for goods damaged during transit. No refunds will be provided. If any Products are returned with authorization from SOULFISH CLOTHING COMPANY, SOULFISH CLOTHING COMPANY will either ship replacement goods to Customer or issue a credit memo to Customer for any such returned goods. SOULFISH CLOTHING COMPANY RESERVES THE RIGHT TO CHARGE A RESTOCKING FEE FOR ALL RETURNED PRODUCTS. No discontinued or custom items may be returned.
Contact for Returns
Soulfish Clothing Company
LIMITATION OF LIABILITY. IN NO EVENT SHALL SOULFISH CLOTHING COMPANY BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOST PROFITS AS A RESULT OF ANY FAILURE BY SOULFISH CLOTHING COMPANY TO DELIVER THE PRODUCTS OR CUSTOMER’S USE OF, OR INABILITY TO USE, THE PRODUCT(S), EVEN IF SOULFISH CLOTHING COMPANY IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL SOULFISH CLOTHING COMPANY’ LIABILITY EXCEED THE PRICE CUSTOMER PAID FOR THE AFFECTED PRODUCT(S). CUSTOMER REPRESENTS THAT IT IS ACQUIRING THE PRODUCT(S) FOR LAWFUL PURPOSES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THESE TERMS OR PRODUCTS FURNISHED BY SOULFISH CLOTHING COMPANY MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUED.
TAXES. Prices are exclusive of all sales, use, and similar taxes. If orders are taxable, Customer will notify SOULFISH CLOTHING COMPANY at the time of order and reach agreement whether the tax will be withheld as sales tax by SOULFISH CLOTHING COMPANY or accrued as use tax by Customer. If sales taxes are not applicable, Customer will furnish an exemption certificate to SOULFISH CLOTHING COMPANY upon request.
TITLE, RISK OF LOSS AND SHIPMENT. SOULFISH CLOTHING COMPANY shipments are FOB SOULFISH CLOTHING COMPANY facility or drop-shipped directly from the manufacture. SOULFISH CLOTHING COMPANY shall retain a purchase money security interest and right of possession in the Products until Customer makes full payment. Title and risk of loss or damage to Products shall pass to Customer at the FOB point. Unless otherwise directed by Customer, SOULFISH CLOTHING COMPANY will declare minimum value on goods shipped to obtain lowest freight charges. Transportation, insurance and freight charges are Customer’s responsibility; such charges are generally prepaid by SOULFISH CLOTHING COMPANY and these charges are added to the applicable invoice for payment.
CANCELLATION OF ORDERS. Customer understands that once it has executed an order or confirmation, SOULFISH CLOTHING COMPANY does not guarantee that it will be able to make changes to, delay or cancel the order without Customer incurring additional charges. Customer will be responsible for payment of any such charges if it requests any change, delay or cancellation of its order.
DEFAULT AND TERMINATION. If Customer breaches any of its obligations under this Agreement, including but not limited to its obligation to pay for Products purchased from SOULFISH CLOTHING COMPANY, and fails to cure such breach within ten (10) days after written notice, then SOULFISH CLOTHING COMPANY may, upon written notice to Customer: (a) terminate its obligations under these Terms; (b) suspend its performance and withhold shipments, in whole or in part; and whether or not pursuant to the order set forth on this Confirmation Form or any other Confirmation Form or agreement between the parties (c) terminate any extension of credit to Customer and declare all sums owing to SOULFISH CLOTHING COMPANY immediately due and payable, and/or (d) recall Products in transit, retake same and repossess any Products held by SOULFISH CLOTHING COMPANY for Customer’s account, without the necessity of any other proceedings. The foregoing remedies are non-exclusive, and SOULFISH CLOTHING COMPANY may exercise any remedies available to it under applicable laws and these Terms.
ENTIRE AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT INCLUDING THESE STANDARD TERMS AND CONDITIONS OF SALE, AND AGREES TO BE BOUND BY IT, that it is the complete and exclusive statement of the agreement between the parties and expressly supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter hereof. No waiver of any breach or of any provision of these terms shall constitute a waiver of any other breach or provision. The parties hereto agree that no waiver, alteration, or modification of any of the provisions hereof shall be binding upon a party unless in writing and signed by a duly authorized representative of both parties. Customer may not assign or transfer this Agreement or any of its obligations or rights hereunder without the prior written consent of SOULFISH CLOTHING COMPANY, and any attempted assignment made without such consent shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws, other than choice of rules of Swiss Law
The United Nations Convention on Contracts for the International Sale of Goods (CISG) and any other intergovernmental agreements shall not apply. The use of collision standards is expressly excluded.
Should individual provisions of these Terms and Conditions be invalid or invalid, this does not affect the effectiveness of the remaining provisions. The invalid or ineffective provisions shall be replaced by those of the Swiss Code of Obligations or mandatory laws.
For legal entities, only Zurich shall be the place of jurisdiction.