Production Embroidery – Terms & Conditions
1. Acceptance & Scope
These Terms & Conditions (“Terms”) apply to business-to-business transactions only. By placing an order, the customer (“Customer”) agrees to these Terms, which govern all decorating services and goods provided by Production Embroidery (“Company”).
2. Quotes, Orders & Custom Work
All decorating services are custom. Orders are binding once accepted by Company. Quotes are valid for 30 days unless otherwise stated and may change due to material costs, quantity changes, or Customer delays.
3. Customer-Owned Goods
Garments or materials supplied by Customer (“Customer Goods”) are accepted solely for decorating services and remain the property of Customer at all times.
4. Standard of Care; No Insurance
Customer Goods are received and held at Customer’s risk, subject only to Company’s duty to exercise reasonable care under applicable California law. Company shall not be liable for loss or damage absent a failure to exercise reasonable care and shall not be subject to strict liability. Company is not an insurer of Customer Goods.
Unless expressly agreed in writing, Company does not provide insurance coverage for Customer Goods. Customer is responsible for maintaining any desired insurance.
5. 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 pre-existing flaws, weak seams, irregular sizing, or manufacturing defects.
6. Artwork, Proofs & Approvals
Customer is solely 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.
7. Digitizing Fees & File 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.
8. Production Variations & Industry Tolerances
Decorating services are custom processes. 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.
Industry-standard variations in fabric dye lots, sizing, shading, and placement are not defects. Exact placement dimensions are not guaranteed unless expressly agreed in writing.
9. Color Matching
Exact color matching is not guaranteed. Thread colors are matched as closely as reasonably possible using available thread inventories. Differences between on-screen representations, proofs, and finished goods are normal and not grounds for rejection.
10. Spoilage Allowance
Unless otherwise agreed in writing, spoilage of up to 2% is considered acceptable and non-compensable.
Any spoilage in excess of this allowance must be reported immediately upon discovery to be considered for adjustment.
11. Overruns & Underruns
Due to the custom nature of decorating services, overruns or underruns of up to ±5% of the ordered quantity are acceptable unless otherwise agreed in writing. Billing reflects actual quantities produced.
12. Turnaround Times
Turnaround times are estimates only unless expressly agreed in writing. Company is not liable for delays caused by equipment issues, supply-chain disruptions, carrier delays, acts of God, or Customer delays in approvals, artwork revisions, or payments. Customer-caused delays automatically extend turnaround times.
13. Payment Terms, Late Fees & Processing Fees
For orders involving Customer Goods, payment is due upon receipt of invoice. For all other orders, payment is required in advance unless otherwise agreed in writing.
Past-due balances may accrue a late charge of up to 1.5% per month (18% per annum) or the maximum rate permitted by California law (including Civil Code §1671 and applicable Finance Code provisions), whichever is less. Customer is responsible for reasonable collection costs, including attorneys’ fees and collection agency costs, as permitted by law.
Credit card payments may include a processing fee not to exceed Company’s actual processing costs as permitted by California law.
Company may retain possession of Customer Goods and Company-supplied goods until payment is made in full. Partial payments may be applied at Company’s discretion.
14. Sales Tax
Customer is responsible for all applicable sales and use taxes unless a valid resale certificate is provided.
15. Chargebacks & Payment Disputes
Customer agrees not to initiate chargebacks for custom decorating services once production has begun. This does not restrict Customer’s right to dispute unauthorized or fraudulent charges. Payment disputes must be raised in writing and handled in good faith.
16. Collections, Credit Holds & Suspension of Services
If any invoice is past due, Company may, without notice and without liability:
• Place Customer on credit hold
• Suspend or delay production, shipment, or delivery
• Require payment in advance for future work
• Apply payments to the oldest outstanding invoice
Suspension does not relieve Customer of payment obligations. Company is not liable for delays resulting from enforcement of these rights.
17. 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 shall package goods in a commercially reasonable manner but is not responsible for carrier mishandling. Customer is responsible for requesting or purchasing shipping insurance. Partial shipments may be made unless otherwise agreed.
18. Company-Supplied Goods
A. Title & Risk of Loss
Unless otherwise agreed in writing, title to Company-supplied goods transfers to Customer upon delivery to the carrier (FOB Company’s facility). Risk of loss transfers at the same time.
B. Availability & Substitutions
Company-supplied goods are subject to availability. Company may substitute comparable goods of similar quality, size, color, or style if original items become unavailable.
C. Warranties; Disclaimer
To the fullest extent permitted by California law, Company makes no warranties, express or implied, regarding Company-supplied goods, including implied warranties of merchantability or fitness for a particular purpose (UCC §2313(c), §2314). Manufacturer warranties, if any, are passed through to Customer without extension or modification.
D. Decoration Risks
Decorating involves inherent risks, including spoilage. Reasonable spoilage of up to 2% of Company-supplied goods is acceptable and non-compensable unless otherwise agreed in writing. Any spoilage or defects must be reported immediately to be considered for adjustment.
E. Returns & Rejections
Decorated Company-supplied goods are custom and non-returnable unless defective due to Company’s failure to exercise reasonable care. Claims must comply with Section 20.
F. Limitation of Liability
Liability for Company-supplied goods is subject to the same exclusions and caps as Customer Goods, including the $1,000 per-occurrence liability cap. Company is not liable for replacement cost, lost profits, loss of use, incidental, special, or consequential damages.
G. Inventory Loss Before Decoration
Company is not liable for loss of Company-supplied goods prior to decoration unless caused by Company’s failure to exercise reasonable care. Theft or carrier loss alone does not establish negligence.
19. Storage & Abandonment
Storage fees may apply to goods not picked up within 30 days of completion. Goods left unclaimed for 90 days after written notice may be deemed abandoned and disposed of according to California law.
20. Claims & Notice
Claims must be submitted in writing within 5 business days after Customer knows or reasonably should know of the issue, or such longer period as required by law for latent defects. Failure to provide timely notice may result in waiver of the claim to the extent Company is prejudiced. This applies to both Customer- and Company-supplied goods.
21. Indemnification
Customer represents that it owns or has rights to all Customer Goods and artwork. Customer agrees to indemnify and defend Company from claims arising from Customer-supplied goods, artwork, designs, instructions, specifications, or approvals, including intellectual property claims.
22. Loss Beyond Company Control
Company is not responsible for loss, theft, damage, or destruction caused by events beyond its reasonable control, including theft, fire, flood, earthquake, vandalism, civil disturbance, power failure, labor shortages, or carrier strikes, subject to the limitations set forth in Section 23. The occurrence of theft or loss alone does not establish negligence. Company shall not be subject to strict liability.
23. Limitation of Liability
To the fullest extent permitted by California law, Company’s maximum liability for loss or damage to Customer Goods is the lesser of:
• The decorating charges paid for the affected items, or
• $1,000 per occurrence
Company is not liable for replacement cost, lost profits, loss of use, incidental, special, or consequential damages. This limitation does not apply to gross negligence or willful misconduct.
24. Force Majeure
Company is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, pandemics, labor disputes, government actions, or utility failures, to the extent such events prevent or materially hinder performance.
25. Changes to Terms
Company may revise these Terms for future transactions only. The Terms in effect when an order is accepted govern that order. Any modification to an accepted order must be in writing and agreed to by Company.
26. Governing Law & Venue
To the extent permitted by applicable California law, these Terms are governed by the laws of the State of California. Venue lies exclusively in San Diego County, California.
27. Severability & Entire Agreement
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. These Terms constitute the entire agreement between the parties regarding decorating services and supersede all prior discussions or understandings.
28. Consumer Transactions
If Customer is not acting as a business, the following modifications apply:
• No late fees exceed amounts permitted for consumer transactions.
• No attorneys’ fees or collection costs are recoverable unless awarded by a court or permitted by applicable consumer law.
• Venue and remedies apply only as permitted under California consumer law.
• Liability limitations apply only to the extent allowed by law.
All other Terms remain applicable to the extent they do not conflict with mandatory consumer protection laws.
