TERMS & CONDITIONS

1. Acceptance of Terms & Conditions

By placing an order, the customer ("Customer") agrees to these Terms & Conditions, which apply to all services and goods provided by Production Embroidery ("Company").

2. Customer-Owned Goods

Garments or materials supplied by Customer ("Customer Goods") are accepted solely for decorating services and remain Customer’s property at all times. Customer acknowledges that a bailment for mutual benefit is created under California law.

3. Defective or Unsuitable Goods

Company is not responsible for defects, weaknesses, dye migration, bleeding, melting, scorching, shrinkage, or damage caused by the nature or condition of Customer Goods, including but not limited to pre-existing flaws or manufacturing defects.

4. Spoilage Allowance

Customer acknowledges that decorating services involve needles, tension, pressure, heat, and machinery and that a reasonable spoilage rate is inherent. Unless otherwise agreed in writing, spoilage of up to 2% is considered acceptable and non-compensable.

5. Overruns & Underruns

Due to the custom nature of decorating services, overruns, or underruns of up to ±5% of the ordered quantity are considered acceptable unless otherwise agreed in writing. Billing will reflect actual quantities produced.

6. Turnaround Times

Turnaround times are estimates only and are not guaranteed unless expressly agreed to in writing. Company is not liable for delays caused by equipment issues, supply-chain disruptions, shipping carriers, acts of God, or Customer delays in approvals or payments.

7. Color Matching

Exact color matching is not guaranteed. Thread colors are matched as closely as reasonably possible using available thread inventories. Variations between monitors, proofs, and finished decorating services are normal and not grounds for rejection.

8. Production Variations & Industry Tolerances

Customer acknowledges that decorating services are custom processes and that reasonable variations in placement, color, size, thread density, and registration may occur. Samples, proofs, or prior orders are representative only and not an exact guarantee.

9. Artwork Approval & Proofing

Customer is responsible for reviewing and approving all artwork, digitizing proofs, and placement mockups prior to production. Once approval is given, Company is not responsible for errors, omissions, or changes requested thereafter.

10. Order Changes & Cancellations

Order changes or cancellations must be submitted in writing and are subject to approval. Customer is responsible for all costs incurred prior to acceptance of a change or cancellation, including but not limited to digitizing, setup, and partial production.

11. Digitizing Fees & Ownership

Digitizing fees are non-refundable once work has begun. Unless otherwise agreed in writing, digitized embroidery files remain the property of Company, even if Customer paid a digitizing fee. Company may reuse generic techniques and settings.

12. Confidentiality

Company will exercise reasonable care to maintain the confidentiality of Customer-provided artwork and information but may reference Customer as a client and display finished work for portfolio or marketing purposes unless Customer objects in writing.

13. Payment Terms, Late Fees & Right to Retain Goods

These payment terms apply to business-to-business (B2B) transactions only. Payment terms are Prepayment or Due Upon Receipt of invoice, for orders with Customer Goods, unless otherwise agreed in writing. Invoices not paid when due may accrue a late payment charge of up to 1.5% per month (18% per annum) or the maximum rate permitted by California law, whichever is less.

Customer is responsible for all reasonable costs of collection incurred by Company, including attorneys’ fees, court costs, and collection agency fees, as permitted by law.

Company may retain possession of Customer Goods and finished products until payment is made in full, as permitted under California law.

Credit card payments will incur a 3% convenience fee.

14. Limitation on Chargebacks & Payment Disputes

Customer agrees not to initiate chargebacks for custom decorating services once production has begun. Payment disputes must be raised in writing and handled in good faith.

15. Collections, Credit Holds & Suspension of Services

If Customer fails to pay any invoice when due, Company may, without notice and without liability:

• Place Customer on credit hold.
• Suspend or delay production, shipment, or delivery of current and future orders.
• Require payment in advance for future work.
• Apply payments received to the oldest outstanding invoice.

Suspension of services shall not relieve Customer of its obligation to pay outstanding balances, late fees, or collection costs. Company shall not be liable for delays or damages resulting from exercising its collection or suspension rights.

16. Shipping, Delivery & Risk of Transit

Unless otherwise agreed in writing, all shipments are FOB Company’s facility. Risk of loss transfers to Customer upon tender to the carrier. Company is not responsible for carrier delays, loss, or damage.

Customer is responsible for all costs of shipments, including but not limited to handling fees, pickup charges, surcharges, and any taxes and/or tariffs incurred.

17. Storage & Abandonment of Goods

Company may charge reasonable storage fees for Customer Goods and finished products not picked up within 30 days of completion. Goods left unclaimed for 90 days after written notice may be deemed abandoned and disposed of as permitted by California law.

18. Claims & Notice

Any claim for loss or damage must be submitted in writing within 5 business days after Customer knows or should have known of the issue. Failure to provide timely notice constitutes a waiver of the claim.

19. Customer Representations & Indemnification

Customer represents that it owns or has the right to use all Customer Goods and that all artwork, logos, and designs provided do not infringe third-party rights. Customer agrees to hold harmless and fully indemnify and defend Company and its related entities, officers, executives, directors, and employees (“Indemnitees”) with respect to any and all claims asserted by third parties arising out of, or in any way related to, the use of Customer-supplied artwork, logos, designs, goods, or instructions. Customer obligations under this provision include, but are not limited to, the duty to defend and indemnify the Indemnitees with respect to claims based on copyright, trademark, or any other intellectual property rights.

20. Risk of Loss; Standard of Care

Customer Goods are received and held at Customer’s risk, subject only to Company’s duty to exercise reasonable care.

21. No Insurance on Customer Goods

Unless expressly agreed to in writing, Company does not provide insurance coverage for Customer Goods. Customer is responsible for maintaining any desired insurance.

22. Loss, Theft, or Damage Beyond Company Control

Company shall not be responsible for loss, theft, damage, or destruction of Customer Goods resulting from causes beyond Company’s reasonable control, including but not limited to theft or burglary, fire, flood, earthquake, power failure, equipment malfunction, vandalism, or civil disturbance.

23. Limitation of Liability

To the fullest extent permitted by California law:

• Company’s total liability, if any, for loss or damage to Customer Goods shall be limited to the lesser of (a) the embroidery charges paid for the affected items or (b) $35 per garment.
• Company shall not be liable for replacement cost of garments, loss of use, lost profits, or incidental, special, or consequential damages.
• Nothing in these Terms & Conditions limits liability for gross negligence or willful misconduct where such limitation is prohibited by law.

24. Force Majeure

Company shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, labor disputes, pandemics, government actions, utility failures, or supplier interruptions.

25. Changes to Terms & Conditions

Any modification must be in writing and Company reserves the right, at any time and without notice, to revise these Terms & Conditions.

26. Governing Law & Venue

These Terms & Conditions are governed by the laws of the State of California. Venue for any dispute shall lie exclusively in San Diego County, California.

27. Severability & Waiver

If any provision of these Terms & Conditions is held unenforceable, the remaining provisions shall remain in full force. Failure to enforce any provision shall not constitute a waiver.

28. Entire Agreement

These Terms & Conditions constitute the entire agreement regarding all services and goods provided by Company and supersede all prior communications.