Sales Terms & Conditions

1. Formation of Contract

• 1.1. These Sales Terms and Conditions ("Terms") shall govern all sales of goods and related services ("Goods") by Corporate Couture, LLC ("Seller") to the buyer ("Buyer"). These Terms, together with any purchase order, sales order, or other written agreement signed by the parties, constitute the entire agreement between Seller and Buyer (the "Agreement").
• 1.2. Buyer's acceptance of Seller's offer to sell Goods, whether by purchase order or otherwise, constitutes Buyer's acceptance of these Terms. Any additional or different terms proposed by Buyer are hereby expressly rejected.

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2. Credit & Payment Terms

• 2.1. Seller may, in its sole discretion, grant credit terms to Buyer. If credit terms are granted, Buyer shall pay all invoices in full within thirty (30) days of the invoice date, unless otherwise specified in writing by Seller.
• 2.2. If Buyer fails to make any payment when due, Seller reserves the right to (i) suspend further deliveries of Goods to Buyer, (ii) charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, and (iii) recover all costs of collection, including reasonable attorneys' fees.

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3. Delivery, Risk of Loss, & Title Transfer

• 3.1. Delivery of the Goods shall be made FCA (Incoterms 2020) Seller's facility, unless otherwise agreed in writing by the parties.
• 3.2. Title to the Goods and risk of loss shall pass to Buyer upon delivery of the Goods to the carrier at the point of shipment.

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4. Warranties & Limitations of Liability

• 4.1. Seller warrants that the Goods shall reasonably conform to the specifications of Buyer.
• 4.2. Except as expressly provided in section 4.1, seller makes no other warranties, express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.
• 4.3. Seller's total liability arising out of or related to the agreement, whether based on contract, tort (including negligence), or any other legal or equitable theory, shall not exceed the purchase price of the goods giving rise to the claim.
• 4.4. In no event shall seller be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or use, even if advised of the possibility of such damages.

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5. Inspection & Rejection

• 5.1. Buyer shall inspect the Goods promptly upon receipt and shall notify Seller in writing of any non-conformity within five (5) business days of delivery.
• 5.2. Failure to provide such notice shall constitute irrevocable acceptance of the Goods. Buyer shall have no right to reject the Goods after the expiration of the five (5) business day period.

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6. Returns & Exchanges

• 6.1. If Buyer is not satisfied with the Goods, Buyer may return the Goods to Seller within thirty (30) days of delivery for a full refund or exchange, subject to the following conditions:
  • a) The Goods must be in their original, unused condition, with all original packaging and tags intact; Personalized logo work, etc., can only be returned if defective.
  • b) The Goods must not have been damaged, altered, or modified in any way.
  • c) The Goods must be accompanied by the original proof of purchase.
• 6.2. Buyer shall be responsible for all shipping costs associated with the return or exchange of the Goods, unless the return is due to a defect in the Goods or an error made by Seller.
• 6.3. Seller reserves the right to charge a restocking fee of up to 15% of the purchase price for returned Goods that are not defective or incorrectly shipped.
• 6.4. Customized or specially manufactured Goods are not eligible for return or exchange unless they are defective or incorrectly manufactured.

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7. Excuses for Non-Performance

• 7.1. Seller shall not be liable for any delay or failure to perform its obligations under the Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, or shortages of raw materials or transportation ("Force Majeure Event").
• 7.2. In the event of a Force Majeure Event, Seller's time for performance shall be extended for a period equal to the duration of the Force Majeure Event. Seller shall promptly notify Buyer of any such delay and its expected duration.

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8. Governing Law & Dispute Resolution

• 8.1. The Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
• 8.2. Any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be resolved by binding arbitration, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be San Francisco, California. The language of the arbitration shall be English.
• 8.3. Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies from any court of competent jurisdiction.

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9. Compliance with Laws

• 9.1. Each party shall comply with all applicable laws, regulations, and ordinances relating to the performance of its obligations under this Agreement, including but not limited to:
  • a) Export control laws and regulations;
  • b) Anti-corruption and anti-bribery laws;
  • c) Data protection and privacy laws;
  • d) Environmental protection laws;
  • e) Consumer protection laws.
• 9.2. Buyer shall be responsible for obtaining any necessary licenses, permits, or approvals required for the import, use, or resale of the Goods in Buyer's jurisdiction.

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10. Intellectual Property

• 10.1. All intellectual property rights in the Goods, including but not limited to patents, trademarks, copyrights, and trade secrets, shall remain the sole and exclusive property of Seller or its licensors.
• 10.2. Buyer shall not reverse engineer, decompile, or disassemble the Goods, or create derivative works based on the Goods, without Seller's prior written consent.

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11. Confidentiality

• 11.1. Each party shall maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with this Agreement, and shall use such information only for the purposes of performing its obligations under this Agreement.
• 11.2. This confidentiality obligation shall survive the termination or expiration of this Agreement for a period of five (5) years.

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12. Miscellaneous

• 12.1. Buyer may not assign or transfer the Agreement, in whole or in part, without the prior written consent of Seller. Any attempted assignment in violation of this provision shall be null and void.
• 12.2. The failure of either party to enforce any provision of the Agreement shall not be construed as a waiver of such provision or the right of such party to enforce each and every provision.
• 12.3. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely approximates the intent of the original provision.
• 12.4. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by email (with confirmation of receipt), or by certified mail, return receipt requested, to the address specified by the receiving party.
• 12.5. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures for all purposes.
• 12.6. The headings in this Agreement are for convenience only and shall not affect its interpretation.