HAFFNER PROMOTIONS DBA FULLY PROMOTED
GENERAL TERMS AND CONDITIONS
1. Fully Promoted of Sioux Falls has the right to refuse service to anyone.
2. Written quotes will be honored for thirty days from the date sent. Quotes are subject to change based on current rates and final specifications.
3. Quotation will not be made into a work order until final art approval. Upon final art approval, CLIENT must have at least a 50% deposit for us to proceed with your order. That includes ordering items, file creation or modifications, and production. If any changes are made after final art approval you may be subject to restocking fees, additional shipping fees, art fees, etc.
4. All payments are due upon product delivery.
5. For promotional items, our vendors impose to us a 5% over or under variance which is considered complete. If under we do not get billed. If over, we get billed accordingly. While we always require the “exact quantity” to our vendors, our industry has not yet reached the necessary benchmark of providing these exact quantities all the time. Fully Promoted-Cleveland continues to push for better accuracy and will make every effort to fill orders accurately. EXACT QUANTITY requests are available at approximately $50/order. Please consult your sales representative to include this as part of your order.
6. Turnaround times are an estimate, not a guarantee. Turnaround begins after final art approval and deposit is paid. Your order will be complete in 5-10 business days. If you need your product by a specific earlier date you will be charged a rush fee. Rush fee structure: Same/next day 40% of order. Third day 30% of order. Fourth day 20% of order. Time starts after final art approval.
7. SHIPPING. Product does not include shipping and handling costs. Shipping is determined by product weight, shipping priority and destination. Shipping costs, if applicable, will be added when we place order for your items. Larger orders have free shipping and we will pass that savings onto you.
8. It is a generally accepted practice in the apparel and promotional materials industry supplier over & under runs. Fully Promoted reserves the right to bill and ship up to 5% over-runs and under-runs. If exact quantity is required, the purchase order must state "Exact Quantity." There is a $50 charge for exact quantity requests, except for apparel.
9. BYOP Policy – The Company is not liable for customer products (Bring Your Own Product). From time to time, problems occur with imprinting, embroidery, Heat Press. If the apparel is not purchased through our vendors, we cannot replace nor refund these items.
10. Orders for Fully Promoted of Sioux Falls 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 Fully Promoted of Sioux Falls ("Fully Promoted of Sioux Falls") to you and/or the company you are authorized to represent ("you"). Fully Promoted of Sioux Falls's 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 Fully Promoted of Sioux Falls.
11. Warranties, Disclaimer, Limitations on Liability. Fully Promoted of Sioux Falls 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 Fully Promoted of Sioux Falls. You must provide Fully Promoted of Sioux Falls with written notice of any warranty claims no later than ten (10) days after receipt of the applicable order of Goods. Failure to provide written notice within such 10-day period shall void Fully Promoted of Sioux Falls's warranties in their entirety. As Fully Promoted of Sioux Falls's sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, Fully Promoted of Sioux Falls shall, upon written notice from you, either (at Fully Promoted of Sioux Falls's 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 purposes of returning defective products or packages hereunder to Fully Promoted of Sioux Falls, and all risk of loss or damage during shipment shall be borne by you. Fully Promoted of Sioux Falls will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
12. You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within Fully Promoted of Sioux Falls's control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY'S OR ITS CUSTOMERS' NEEDS, AND FULLY PROMOTED OF SIOUX FALLS 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 FULLY PROMOTED OF SIOUX FALLS. FULLY PROMOTED OF SIOUX FALLS EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
13. IN NO EVENT WILL FULLY PROMOTED OF SIOUX FALLS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL 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 FULLY PROMOTED OF SIOUX FALLS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FULLY PROMOTED OF SIOUX FALLS. You agree that, regardless of the form of action, whether in contract or tort, including negligence, Fully Promoted of Sioux Falls's liability for damages claimed by you with respect to the Goods shall not exceed fees received by Fully Promoted of Sioux Falls from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, Fully Promoted of Sioux Falls's liability for damages claimed by third parties with respect to the Goods, as between Fully Promoted of Sioux Falls and you shall not exceed fees paid to Fully Promoted of Sioux Falls 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 Fully Promoted of Sioux Falls), may be brought by either party more than one (1) year after the date of the alleged breach. Fully Promoted of Sioux Falls shall not be liable for any failure to perform under this policy where such failure is due to any cause beyond Fully Promoted of Sioux Falls's control.
14. You hereby release and shall defend and hold Fully Promoted of Sioux Falls 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 Fully Promoted of Sioux Falls is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
15. General. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for Fully Promoted of Sioux Falls, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of Fully Promoted of Sioux Falls or to pledge the credit of Fully Promoted of Sioux Falls. This Agreement shall be governed by and construed under the laws of the State of Washington, without regard to any conflicts of law principles to the contrary.
16. This Agreement shall be construed under the laws of the State of South Dakota, excluding any conflict of laws principles, hereof. All parties, their successors and assigns, consent to the jurisdiction of any court of competent jurisdiction in Cuyahoga County, Ohio, for purposes of any actions or proceedings arising out of or relating to this Agreement or the subject matter hereof; provided that the parties may also utilize other courts for purposes of execution of judgments. The parties waive and agree not to assert by way of an affirmative defense or motion, as a defense or otherwise, in any such action or proceedings any claim that he/she is not personally subject to the jurisdiction of such court for the action or that the proceeding is brought in an inconvenient forum. The Employee also waives any right to trial by jury of any action seeking to enforce or for breach of the covenants and restrictions arising hereunder.
17. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or telecopier, for Fully Promoted of Sioux Falls, to the current contact information on our website at www.FULLYPROMOTED.COM/LOCATIONS/SIOUX-FALLS-SD, and, for you, to the address Fully Promoted of Sioux Falls has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of Fully Promoted of Sioux Falls, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties' fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.
7407 E. Arrowhead Parkway
Sioux Falls, SD 57110
Call us: 605-274-0105