Disclaimers and Liability Limitations. YOU USE THE SITE ON AN “AS-IS, WHERE-IS” BASIS, AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, ǪUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE TITLE, AND NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES. IN NO EVENT WILL COMMON THREADS EMBROIDERY C APPAREL (Common Threads) BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY OR CONSEǪUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF COMMON THREADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are dissatisfied with the Site or any of the terms in this Agreement, your sole and exclusive remedy is to stop using the Site. Some states do not allow certain limitations on implied warranties or certain damages, so some of the above exclusions may not apply to you. You understand and agree that Common Threads Embroidery C Apparel would not make the Site available “but for” your agreement to these disclaimers and liability limitations, and that Common Threads is at all times relying on your agreement to these disclaimers and liability limitations when it provides you with access to and use of the Site.
Applicable Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of South Carolina, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in Spartanburg County, South Carolina. The parties hereby consent to personal jurisdiction over them by the courts within Spartanburg County, South Carolina. The parties waive all objections and challenge to such a venue and personal jurisdiction. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorneys’ fees.
Miscellaneous. This Agreement constitutes the entire agreement between you and Common Threads regarding access to and use of the Site and governs your use of any Software, Content or Marketing Tools, superseding and entirely replacing prior agreements (if any) between you and Common Threads, therefore. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third- party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Common Threads’ failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. Common Threads will not be responsible for failures to fulfill any obligations due to causes beyond its control. Common Threads obtains permission from other manufacturers and content owners to make their brands, logos, products and other content available to you through the Site. You agree that these owners that license their rights and content to Common Threads for the Site are intended third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly concern their content. In the event it should be determined that any provision of this Agreement is uncertain or ambiguous, the language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning and not strictly construed for nor against either party.
Branded C Private Label Sales Policies.
Common Threads Corporation requires that all authorized customers (“you” or “authorized customer”) strictly adhere to its sales policies for
all adidas, Johnnie-O, Oobe, Richardson, Nike, OGIO®, The North Face®, Carhartt®, Champion®, Cotopaxi®, TravisMathew, New Era®, Eddie Bauer®, Red Kap®, Spacecraft®, Tommy Bahama®, Brooks Brothers®, Bulwark®, Alternative Apparel, Wink™, Russell Outdoors™, Outdoor Research®, and Tentree® apparel and accessories (hereinafter referred to as “Branded”), and all Port Authority®, Port C Company®, Sport-Tek®, CornerStone® , District®, Volunteer Knitwear™, Mercer+Mettle™, Red House®, and Allmade® apparel and accessories (hereinafter referred to as “Private Label”).
The current policy for Branded and Private Label products is as follows:
Common Threads will sell Branded and Private Label products only to authorized customers who, in the sole discretion and judgment of Common Threads:
do not advertise, promote, distribute, sell or market in any way that disparages, misrepresents or injures Branded or Private Label products or the owners of such Branded or Private Label brands.
do not imply endorsement or sponsorship of, or affiliation or collaboration with, Branded or Private Label products without the express prior written consent of the owners of such Branded or Private Label brands.
do not distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or “loss leader” pricing, bait and switch, or negative selling practices.
If Common Threads believes, in its sole judgment, that you have failed to comply with the policy or policies stated herein, it may provide you with written notice of the same. Common Threads may, upon delivery of such written notice to you, stop selling Branded and/or Private Label products to you or terminate the relationship.
This sales policy is not a contract, nor an offer to form a contract. Common Threads is not asking for and will not accept any agreement affirming your compliance with this policy. This policy simply describes the circumstances under which Common Threads may, in its sole discretion, choose to continue selling Branded and Private Label products to you.
Common Threads representatives are strictly prohibited from discussing this sales policy or any other pricing practice with you, and from seeking or accepting any assurance of compliance with this policy. All questions regarding this Policy shall be directed, in writing, to Common Threads, Attn: Sales Policy Coordinator, 4260 Orchard Park Blvd, Spartanburg, SC 29303
Common Threads does not seek any comment or criticism from you about the pricing or advertising practices of any other authorized customer. Common Threads will not, under any circumstances, discuss the business dealings of any authorized customer with any other authorized customer. Common Threads reserves the right to change, amend, or discontinue this sales policy at any time, and no third party has any right to rely on the continued existence of this policy, or any act or omission by Common Threads to enforce this sales policy. Common Threads may elect not to enforce advertising price policies for high volume orders.
Common Threads reserves the right to modify or amend these policies unilaterally, at any time or from time to time. Please See Terms C Conditions for Common Threads website Terms and Conditions of Use.
Orders for Common Threads Corporation goods (the “Goods”) are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Common Threads Corporation (“Common Threads”) to you and/or the company you are authorized to represent (“you”). Common Threads’ performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon Common Threads.
Ordering. Common Threads shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by Common Threads (i.e., they are non-refundable), except upon the consent of
Common Threads in each instance. You may pay for your first order by wire transfer. Payments by company check, credit card or other terms may be available following credit approval by Common Threads. Common Threads shall deliver Goods F.O.B. Common Threads’ shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at Common Threads’ facility. Common Threads shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and COMMON THREADS EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. Common Threads shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. A $3.95 handling charge will be added to each order. You may order samples from Common Threads and receive a full refund if you return them within thirty (30) days and pay for all related shipping charges. Common Threads may periodically offer other free freight promotions and free freight is subject to change. You may also pick up your orders at Common Threads.
Payment. You shall purchase Goods in accordance with Common Threads’ price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which Common Threads pays), duties and other governmental charges. You shall pay or reimburse Common Threads for any and all such charges. Late payment of any amount will be grounds for Common Threads to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $50.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number. Common Threads accepts American Express, Visa and MasterCard (please ask your sales representative for details). Common Threads does not accept third party credit cards.
Pricing. All prices are subject to change without notice. Common Threads assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the costs of products or items, Common Threads reserves the right to increase prices as it deems appropriate or necessary. Merchandise is subject to change or withdrawal or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies.
Orders for Common Threads Corporation goods (the “Goods”) are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Common Threads Corporation (“Common Threads”) to you and/or the company you are authorized to represent (“you”). Common Threads’ performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon Common Threads.
Common Threads warrants only that the Goods shall be free from material defects on the delivery date, provided you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by Common Threads.
You must provide Common Threads with written notice of any warranty claims no later than thirty (30) days after receipt of the applicable order of Goods. Failure to provide written notice within such 30-day period shall void Common Threads’ warranties in their entirety. As Common Threads’ sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, Common Threads shall, upon written notice from you, either (at Common Threads’ option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for the purpose of returning defective products or packages hereunder to Common Threads, and all risk of loss or damage during shipment shall be borne by you. Common Threads will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
You agree and acknowledge that any benefits derived from the use or resale of the Goods will depend on factors which vary from business to business, and which are not within Common Threads’ control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY’S OR ITS CUSTOMERS’ NEEDS, AND COMMON THREADS MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR
BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY COMMON THREADS. COMMON THREADS EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL COMMON THREADS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEǪUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF COMMON THREADS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF COMMON THREADS. You agree that, regardless of the form of action, whether in contract or tort, including negligence, Common Threads’ liability for damages claimed by you with respect to the Goods shall not exceed the fees received by Common Threads from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, Common Threads’ liability for damages claimed by third parties with respect to the Goods, as between Common Threads and you shall not exceed fees paid to Common Threads hereunder. No action, regardless of form, arising under this Agreement (other than an action for non- payment of any purchase prices or other amounts owed by you to Common Threads), may be brought by either party more than one (1) year after the date of the alleged breach. Common Threads shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond Common Threads’ control.
You hereby release and shall defend and hold Common Threads and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys’ fees) related to third party actions (a) in which it is determined that Common Threads is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.