1. Buyer’s Acceptance of Terms

By placing an order with Seller through the Purchase Order, Buyer explicitly acknowledges and agrees to the terms and conditions set forth herein, which take precedence over any general terms and conditions of purchase that may be put forth by Buyer at any stage, be it with the submission of a purchase order or any other documentation containing such terms. It is expressly clarified that the fulfillment of Buyer's Purchase Order by Seller in no way implies acceptance of any terms and conditions stipulated in the Purchase Order or any other document, nor does it serve to alter or amend the terms and conditions outlined herein. In the event of any discrepancy between these T&Cs and the terms and conditions contained in any other document provided by Buyer or exchanged by Seller, including but not limited to purchase orders, acknowledgments, requests for proposals, or invoices, these T&Cs shall take precedence, even in situations where Buyer's documents expressly limit acceptance to the use of Buyer's terms and conditions. These T&Cs, along with the fundamental Purchase Order terms (such as the list of Products, quantity, UPC or item number, requested delivery date, price, billing address, and delivery location), collectively represent the entire agreement between the parties concerning each specific purchase of Products by Buyer.

2. Returns/Exchanges

The seller has a strict no-exchange policy for all orders, regardless of customization. Items labeled as "Pre-Order" cannot be returned since they are tailor-made for the specific size quantities received at the ordering deadline. However, non-"Pre-Order" items are eligible for returns. To initiate a refund, buyers should contact the Customer Service team at design@goatkits.com. The seller is willing to address any quality or fit issues within reason and may provide a store credit discount code if a refund is not feasible.

3. Team Orders

Prior to commencing the manufacturing of any Products, Seller agrees to provide Buyer with a two-dimensional proof of the design. Upon written approval from Buyer, Seller will proceed with the manufacturing process. Post-approval, no modifications to the design or any other aspect of the Purchase Order are allowed, except for an increase in the quantity at the Buyer's discretion. Buyer confirms and guarantees that it holds the rights to any provided logo or design element and ensures that they do not violate any copyright or trademark. Regardless, Seller maintains ownership of the final Product design and all other design options presented to Buyer. Buyer must obtain Seller's prior written consent before using these designs in any other products or manner, at Seller's sole and absolute discretion. Please note that a Purchase Order is only deemed accepted by Seller upon shipment of the Products or when Seller issues an acknowledgment.

4. Price

Prices for the Products are set forth in the Purchase Order. The Seller reserves the right to modify any prices at its discretion after providing the Buyer with a 30-day advance written notice of the changes. This flexibility allows the Seller to adapt to market conditions while providing the Buyer with a reasonable time frame to adjust to the amended prices.

5. Payment

Seller’s payment terms are clearly indicated on the Purchase Order, providing a transparent understanding for both parties. Additionally, Buyer is obligated to reimburse Seller for all expenses and costs accrued in enforcing any of its rights hereunder and collecting any past due sums, regardless of whether a lawsuit is initiated. It is essential that Buyer obtains Seller's prior written consent before deducting any alleged discounts or other deductions from the payment. Moreover, Buyer holds the responsibility of settling all relevant local, state, federal, use, sales, and excise taxes associated with the purchase of the Products.

6. Delivery

Manufacturing of Products will not commence until all outstanding payments, if any, are paid in full. Unless an accepted Purchase Order indicates otherwise, all Products are delivered FOB to Buyer’s address set forth above. The mode of delivery will be at the discretion of Seller. Although Seller estimates that delivery will occur within 4-7 weeks after production commences, Buyer acknowledges and agrees that this time period is an estimate and not a guarantee. Risk of loss and title for Products will pass to Buyer upon delivery to Buyer or its designee at the FOB location. Where permitted by law, Buyer hereby grants to Seller a security interest in Products sold until full payment is received. Buyer authorizes Seller to file a UCC financing statement to perfect this security interest at any time. Ensuring that all payments, if any, are settled in full before the commencement of manufacturing is crucial to our operational process. This policy not only safeguards our business interests but also establishes clear terms for our clients. We want to emphasize that while we aim for a delivery window of 4-7 weeks after production begins, this is an estimate and not a guaranteed timeline. It's essential for us to maintain flexibility in our delivery schedule to adapt to various production factors and unforeseen circumstances. Additionally, we appreciate the trust our clients place in our products, and the security interest granted by the buyer underscores the mutual commitment to a successful transaction. This provision allows us to protect our rights while advancing a seamless and secure transaction process for all parties involved.

7. Inspection

Buyer is responsible for promptly inspecting all Products and shipping documents upon their delivery. To enforce any claim for non-conformity, defect, shortage, or damage against the Seller, Buyer must provide written notice detailing the issue within 48 hours of receiving the Products. Buyer must also supply reasonable documentation of any loss as requested by the Seller. Any Products not rejected in accordance with these conditions will be conclusively accepted by the Buyer. In the event of non-conforming Products and proper notice provided by the Buyer, and if the non-conformity is not caused by Buyer's actions or mishandling after delivery, the Seller will replace the non-conforming Products at no extra cost to the Buyer. Furthermore, the Buyer acknowledges and agrees that the Products are custom orders, therefore, no refunds or returns will be accepted in the event of non-conformity.

8. Disclaimer of Warranties 

The seller warrants that upon delivery, the Products shall be (i) free and unencumbered by any liens, security interests, or encumbrances and (ii) manufactured in compliance with all relevant laws. The warranties outlined in this section serve as the exclusive warranty obligation of the seller to the buyer, as well as the buyer's customers and assigns regarding the Products. The seller renounces all other warranties, whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

9. Limit of Liability

Seller will in no event be liable for any incidental, contingent, special, consequential, or other damages, including, but not limited to, loss of profits, revenue or usage, cost of substitute products, additional costs incurred by buyer, or claims of third parties. It is important to note that seller’s total liability to buyer for damage or loss arising out of, or in any way related to, the sale of products, whether based in contract, tort (including negligence and/or gross negligence), strict liability, breach of warranty, or any other cause shall in no event exceed the price of products to which such claim relates. This provision aims to protect both parties and clarify the extent of liability in the event of any unforeseen circumstances.The seller's exemption from liability encompasses a wide array of potential damages, including those related to lost profits and third-party claims. Any claim related to the sale of products is subject to a maximum liability equivalent to the price of the implicated products, regardless of the cause underlying the claims.

10. Indemnification

The Buyer agrees to defend, indemnify, and hold harmless the Seller and its affiliates, or their respective officers, directors, employees, shareholders, agents, successors, or assigns from all liabilities, claims, and expenses, including attorney's fees, that arise from (i) any breach of the Purchase Order or the T&Cs, including Buyer’s representations and warranties set forth in Section 2 above; (ii) any negligent or more culpable act or omission of Buyer or its employees or agents; and (iii) any failure by the Buyer to comply with any applicable laws, thereby ensuring the protection of the Seller and its affiliates from any potential legal disputes or liabilities.

11. Governing Law; Venue; Attorney’s Fees

These Terms and Conditions shall be governed by the laws of the United States of America without regard to its conflict of law principles. Any disputes arising out of or related to these Terms shall be resolved exclusively in the state or federal courts located within the USA, without giving effect to conflict of laws principles. Both the Buyer and Seller irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts sitting exclusively in the USA. Furthermore, in addition to other remedies, it is agreed that the prevailing party shall be entitled to recover such amount as the court may adjudge reasonable as attorney's fees and expenses in the enforcement action or any appeal. Finally, the parties explicitly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement, ensuring that the terms are clear and legally binding within the United States' jurisdiction.

12. Miscellaneous

Neither party will be held responsible for any delays or failures in performance that are beyond their control, except for payment obligations. The agreement does not establish a partnership, joint venture, employment, franchise, or agency relationship between the parties, and the buyer cannot bind the seller or take on obligations on the seller's behalf without prior written consent. If any provision of these terms and conditions is found to be illegal, inoperative, or unenforceable, it will not affect the validity of the remaining provisions. Any waiver of these terms must be made in writing and signed by the seller, and no modification or waiver can occur through performance, dealing, or trade usage.

Unauthorized copying or use of these terms and conditions, in whole or in part, without proper attribution or modification is prohibited and subject to legal consequences. Property of GoatKits LLC.