Terms & Conditions
Terms and Conditions of Sale
Delivery: Buyer shall pay all shipping, handling and freight charges. Terms shall be F.O.B. Seller's premises. Method and route of shipment are at Seller's sole discretion, although "Shipping Speed" is determined by customer on sale through the options provided by the online shipping speed method as well as carrier type. Payment: Terms of payment are within Seller's sole discretion and, unless otherwise agreed by Seller in writing, payment must be received by Seller prior to Seller's acceptance of an order.
Taxes: Prices on the specified products are exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes may be added as a separate charge to be paid by the Buyer.
Delays: Seller will not be liable for any delay in the performance of orders, or in the delivery or shipment of goods, or for any damages suffered by Buyer by reason of such delay. All orders are accepted with the express understanding that they are subject to Seller's ability to obtain all necessary materials, and all orders as well as shipments applicable thereto are subject to Seller's current manufacturing schedules, and government regulations, orders, directives, and restrictions that may be in effect from time to time.
Nonconformity: Costumes furnished by Seller are to be of the sizes published by Seller and subject to Seller's standard tolerances for variations. Any claims for defective merchandise, shortages, delays, or failures in shipment or delivery, or for any other cause or nonconformity, shall be deemed waived and released by Buyer, unless made in writing within ten days after arrival of the merchandise. If any materials made by Seller prove defective due to faults in manufacture, or fail to meet the written specifications accepted by Seller, Buyer shall not return the goods, but shall notify Seller immediately, stating full particulars in support of its claim, and Seller, at its sole discretion, will either replace costumes upon return of the defective or unsatisfactory material or provide an adjustment to the price, but under no circumstances shall Seller be liable for consequential or other damages, losses, or expenses for any reason, including but not limited to, in connection with or by reason of the use of or inability to use materials purchased for any purpose. Seller's acceptance of any goods so returned shall not be deemed an admission that the goods are nonconforming, and, if Seller finds that any goods returned are not defective or otherwise nonconforming, such goods will be reshipped to Buyer at Buyer's expense, and Buyer will be charged for the shipping charges incurred by Seller. If either party is in default or breach with respect to any of the other terms of this agreement, the aggrieved party shall be entitled to any applicable remedy provided by law, except as otherwise provided in this Purchase Order. It is acknowledged that the costumes sold are not so unique or the circumstances such that either party shall be entitled to the remedy of specific performance. Buyer expressly acknowledges that it waives its rights to consequential or incidental damages.
Warranties: NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR OTHERWISE (EXCEPT AS TO TITLE), OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, SHALL APPLY TO PRODUCTS SOLD BY US, AND NO WAIVER, ALTERATION, OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF OUR CORPORATION.
Acceptance: This is not a firm offer and may be changed or revoked at any time. These terms and conditions shall supersede any provisions, terms, and conditions contained on any confirmation order, or other writing Buyer may give or receive. Acceptance of this offer is expressly limited to the exact terms contained herein and any attempt to alter or omit any of such terms shall be deemed a rejection and a counteroffer. It is expressly understood and agreed that the terms and conditions herein set forth shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in Buyer's order form, and the issuance of such order by Buyer shall be deemed to note Buyer's assent to the foregoing.
Cancellation: This order can be cancelled only with Seller's written consent and upon terms that will indemnify Seller against loss.
Entire Agreement: This instrument constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms set forth herein. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make objection. No representations, understandings, or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein. This agreement can only be modified in a writing signed by the parties or their duly authorized agents.
Intellectual Property Claims: Buyer shall hold Seller harmless from, and release and not make claim or suit against Seller because of, any suits, claims, losses, or other liability made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law, or claim of unfair trade or of unfair competition, resulting from, or occasioned by, Buyer's use, possession, sale, or delivery of the merchandise sold to Buyer by Seller.
Indemnification by Buyer: In addition to intellectual property claims, Buyer will indemnify, hold harmless, and defend Seller from all liability for loss, damage, or injury to person or property in any manner arising out of or incident to the performance of the contract.
Enforceability of Agreement: If any of the provisions of this Agreement, or portions thereof, are found to be invalid by any court of competent jurisdiction, the remainder or this Agreement shall nevertheless remain in full force and effect.
Consent to Jurisdiction and Venue: Seller and Buyer agree that any legal action for claims, debts or obligations arising out of, or to enforce the terms of, this Agreement may be brought by Seller in the United States District Court for the Central District of California or in the Superior Court of California, Los Angeles County, and that either court shall have personal jurisdiction over the parties and venue of the action shall be appropriate in each court.
Governing Law: This Purchase Order and the acceptance of it shall be a contract made in the state of California and governed by the laws thereof.