TERMS AND CONDITIONS OF SALE
Read these terms and conditions of sale carefully. By ordering products and/or installation services from StretchShapes.net LLC, you accept and agree to be bound by these terms and conditions of sale.
TABLE OF CONTENTS
1. PARTIES
The terms “we”, “us”, and “Seller” as used herein refer to Stretchshapes.net LLC. The terms “you” and “Purchaser” refer to the persons or entities whose names appear on the applicable invoice or purchase order to which these Terms and Conditions of Sale apply. Seller and Purchaser are sometimes referred to collectively herein as the “Parties” and each as a “Party.”
2. PAYMENT TERMS
Production does not begin until payment is made in full or an invoice or purchase order containing specific payment terms is issued for Net Terms clients. For Net terms clients, unless a specific payment due date is specified on the applicable invoice or purchase order, the period for payment begins on the day your order is placed, regardless of the production time. For example, if a purchase order specifying net 30 as the payment terms is submitted on January 1st, the balance will be due on January 30th.
We accept MasterCard, Visa, and Discover through Stripe, Apple Pay, and ACH bank transfers through our Intuit payment processors. We also accept Pay Pal, Amazon Pay checks, money orders, cashier’s checks, and wire transfers.
Late payments are subject to a late fee of .5 percent (½%) for every 30 days late. In addition, rush fees may need to be applied if payment is past due and the product(s) are needed on a specific date, which does not allow our production team the required time to complete the project. In addition, if you fail to make any payment as and when due, you agree to pay any collection costs, including reasonable attorney fees, which we may incur. We may recover those amounts by any means permitted by law.
Suppose an order is canceled after production has commenced. In that case, you agree to pay a percentage of the purchase price proportionate to where the order has progressed in the production process, as determined by Seller in the exercise of its good-faith discretion and professional judgment. Buyer will not be refunded any portion related to restocking (15%). Orders over $15k paying with a credit card will be assessed a 3% credit card processing fee, except for orders from California, Connecticut, Maine, Massachusetts and Puerto Rico.
3. RETURN POLICY
All sales are final. By placing an order, the customer acknowledges and agrees that no cancellations, returns, or refunds will be permitted once the order is confirmed. Due to the custom nature of the products, it is the sole responsibility of the customer to ensure that all specifications, measurements, designs, and other relevant details are accurate and complete prior to submitting the order. The company shall not be liable for any errors or discrepancies in customer-provided information, and no modifications or corrections will be accepted once production has begun.
4. INSTALLATION
If your order includes installation services, we will send you a questionnaire before the installation so you can provide us with all of the relevant details about the installation. You must provide complete answers to the questionnaire. If any information is inaccurate or incomplete and results in additional installation time or work, you may be required to pay a change order fee. All inquiries about installation services that are separate and apart from product orders must go through your Stretch Shapes Relationship Manager. Our installation teams are insured and bonded as part of a separate organization.
5. SHIPPING; RISK OF LOSS
Unless otherwise provided in the applicable invoice or purchase order, or agreed in writing by the Parties, delivery is FOB Seller’s place of business (FOB the seller’s location means that as soon as the shipment of goods leaves the seller’s warehouse, the seller records the sale as complete. The buyer owns the product en route to its warehouse and must pay any delivery charges). A tracking number will be sent to the email associated with the applicable invoice or purchase order on the day the goods are due to ship. The seller will not be responsible or liable for any shipping delays or damage to the product(s) that occurs while being shipped. If damage occurs en route, you agree to pursue redress only through the carrier or carriers charged with delivery. The purchaser will pay shipping charges as part of the purchase price to the seller, who will pay the carrier charged for the delivery.
6. FEDEX & UPS GROUND SHIPPING; DISCLAIMER
We recommend clients forgo FedEx Ground for time-critical orders. Ground does not technically have a guarantee. We recommend UPS Overnight or 2 Day services when a delivery guarantee is required. Unless otherwise provided in the applicable invoice or purchase order, or agreed in writing by the Parties, delivery is FOB Seller’s place of business (FOB the seller’s location means that as soon as the shipment of goods leaves the seller’s warehouse, the seller records the sale as complete. The buyer owns the product en route to its warehouse and must pay any delivery charges).
7. DISPATCH AND LEAD TIMES
If an item is listed as in stock and the order is received by noon PST (3 p.m. EST), it will usually ship the same day (orders may ship the following business day due to processing and packing). If an item is listed with a manufacturing lead time, it will ship according to the lead time. For expedited shipping, please see our Rush Dispatch Page for details or ask your Relationship Manager.
Custom items requiring artwork approval will be produced once you have approved the artwork proof in writing. If payment is made and the artwork is approved by 10 a.m. PST (1 p.m. EST), production will commence on the same day.
ORDERS ARE SHIPPED COMPLETE: If an item with a lead time is ordered with an in-stock item, the entire order will be delayed to dispatch according to the timetable of the item with lead time.
We will not be liable for any failure or delay in performance to the extent that it is proximately caused by forces beyond our reasonable control, including, without limitation, natural disasters, war, the imposition of government restrictions, and the failure of suppliers, subcontractors, and carriers.
8. INTERNATIONAL ORDERS
Orders shipped outside of the United States may be subject to import taxes, customs duties, and fees levied by the destination country. The recipient of an international shipment may be subject to import taxes, customs duties and fees, which are levied once a shipment reaches the recipient’s country. The recipient must fulfill additional charges for customs clearance.
Customs policies vary widely; you should contact your local customs office for more information. When customs clearance procedures are required, it can cause delays beyond our original delivery estimates.
9. FLAME RETARDANT TERMS
Most of Stretch Shapes’ products are made from IFR Stretch Fabric. IFR Stretch Fabric is inherently flame retardant (IFR) and passes NFPA 701 Small Scale, CSFM Title 19, and ASTM E84 standards, which cover nearly all states, including CA and NY.
10. PANTONE MATCHING
Although most Stretch Shapes Pantone matches are accurate, slight variance may occur due to the stretch fabric’s nature. Stretch Shapes does our best to provide exceptional matching. However, we cannot be held responsible for such variance.
11. CHANGE ORDERS
Suppose you wish to change the delivery schedule, features, scope, or any other material term of sale (including without limitation the terms or schedule for any installation). In that case, you must contact us via phone or email to request a change order (“Change Order”) referencing the applicable invoice(s) or purchase order(s) and setting forth the specific changes requested. The Change Order will amend the terms of the applicable invoice(s) or purchase order(s) under its terms on execution by both Parties. The Parties may informally agree to changes or modifications. Still, the Parties agree that such changes will not be enforceable unless they are recorded in a written Change Order signed by both Parties. You acknowledge and agree that any changes will be subject to additional costs. Any sale canceled prior to beginning production will be refunded in total, less a 3% credit card processing fee (if paid by credit card or Paypal)
12. WARRANTY TERMS
Standardized and custom products are warranted against manufacturer defects for up to one (1) year from the date of delivery, provided that only standardized products are returnable in accordance with our return policy. Notwithstanding the foregoing, our products are not covered under any warranty if any of the following occurs:
Punctures introduced to the material through installation, handling, or other use
Overstretching
Any damage caused by not following cleaning instructions, including overdrying
Any damage caused by improper storage or storing damp
Use as a rain, wind, or other weather barrier
Other unsuitable use or application
High winds or other acts of nature
Prolonged exposure to exterior conditions, especially UV exposure
Any damage caused by improper installation of the product
Other than as set forth above, our products are not subject to any other warranty unless otherwise agreed in writing.
SELLER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
In no event shall Seller be liable for incidental or consequential damages of any kind, including, but not limited to, personal injury, property loss, or lost profit
13. ASSUMPTION OF RISK; WAIVER OF CLAIMS
Purchaser acknowledges that certain risks are associated with the use, installation, ownership, and possession of our product(s), which cannot be entirely mitigated or avoided despite the exercise of caution, including, without limitation, the risks of personal injury, death, and property damage. The purchaser expressly and voluntarily assumes all such risks and liabilities. Further, the Purchaser assigns on its own and on behalf of its heirs. Successors in interest now and forever waive, release. Discharge Seller and its members, officers, employees, agents, successors, and assigns from any claims, losses, expenses, damages, liabilities, injuries, and causes of action of any nature, including, but not limited to, personal injury, wrongful death, and property damage, that may in any manner arise from or be related to the use, installation, ownership, and possession of any product(s) purchased from Seller.
14. INDEMNIFICATION AND LIABILITY
Purchaser shall indemnify, defend, and hold harmless Seller and its members, officers, employees, agents, successors, and assigns from and against any claim, demand, cause of action, loss, or liability (including attorney’s fees and expenses of litigation) arising from or occurring as a result of (a) Purchaser’s breach of any representation, warranty, covenant or obligation set forth herein or (b) the use, installation, or possession by Purchaser of any product(s) sold by Seller, including without limitation to the extent any property damage, personal injury or death results therefrom, except to the extent caused by Seller’s gross negligence or willful misconduct. The provisions of this paragraph shall survive the termination of this Agreement concerning any claims or liability accruing before such termination. In no event shall Seller be liable for any indirect, special, or consequential loss or damages arising from Purchaser’s use of the Product, including, but not limited to, loss of profits and loss of revenue, even if informed of the possibility of such damages.
15. INTELLECTUAL PROPERTY
Seller shall retain ownership of all Intellectual Property Rights associated with any and all products it sells to Purchaser, including but not limited to all design and engineering work. “Intellectual Property Rights” means any and all design, engineering, inventions, materials, know-how, trade secrets, technology, formulas, processes, ideas, or other discoveries conceived or reduced to practices, whether patentable or not, also including without limitation patent, copyright, trademark, service mark, trade secret, moral, and contract rights in any country or jurisdiction in the world and all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues of them now or hereafter in force.
The purchaser represents and warrants to Seller that it owns or has a valid license and right to use and reproduce any trademarks, service marks, logos, and copyrighted material that are incorporated into the product(s) at Seller’s direction or request, and that the incorporation of any such trademarks, service marks, logos, and copyrighted material does not infringe upon the Intellectual Property Rights of any other entity or person.
16. INDEPENDENT CONTRACTORS
Nothing contained herein shall be construed as creating a joint venture, partnership, or employment relationship between the Parties; the Parties shall always be independent contractors with one another.
17. MISCELLANEOUS
We reserve the right to refuse service to anyone. No failure of Seller to exercise or enforce any of its rights hereunder shall act as a waiver of subsequent breaches by Purchaser, and the waiver of any breach shall not act as a waiver of subsequent breaches. Seller’s acceptance of payment with knowledge of a default by Purchaser shall not constitute a waiver of any breach. The invalidity of any term or provision of these Terms and Conditions of Sale shall not affect the validity of any other provision. These Terms and Conditions of Sale, together with all applicable invoices and purchaser orders, constitute the entire understanding relating to the subject matter hereof and prevails over any prior or contemporaneous, conflicting, or additional communications; provided, however, that to the extent any provision of these Terms and Conditions of Sale conflicts with any term outlined in an applicable invoice or purchase order, the terms outlined in the applicable invoice or purchase order shall control. These Terms and Conditions of Sale can only be modified by a written amendment signed by the Party against whom enforcement of such modification is sought. No modification of these Terms and Conditions of Sale shall be valid unless it is in writing and signed by all Parties. These Terms and Conditions of Sale shall be interpreted and enforced according to the laws of the State of Oregon. Should any action be filed to enforce or interpret any provision hereof, it is agreed that the venue of such action shall lie exclusively in any court in Lane County, Oregon, having jurisdiction of the subject matter and that the parties are subject to personal jurisdiction in Lane County, Oregon. Purchaser agrees to pay any costs of collection incurred by Seller, including reasonable attorney fees, regardless of whether an action is filed. In any proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover from the losing Party reasonable attorney fees, costs, and expenses incurred by the prevailing Party before and at any trial, arbitration, bankruptcy, or other proceeding, and in any appeal or review.
