Terms & Conditions
Buyer(s) consent to the following Terms and
Conditions:
Buyer(s) consent to the following Terms and
Conditions: MotherFrunkers (USA), LLC's (herein after "MotherFrunkers"
and/or "Seller") acceptance of Buyer's orders is expressly made
conditional on Buyer's assent to these terms and conditions. Unless otherwise
agreed to in writing by all parties, the terms and conditions set forth on this
credit/buyer application, order confirmation and/or invoice supersede the terms
and conditions of the Buyer's purchase order(s) and will govern all transaction
between the Buyer and the Seller. These terms and conditions also apply to all
future transaction unless modified in writing signed by all parties. Seller
specifically rejects any terms or provisions which set any standards,
specifications or damages related to quality and time of delivery or which
contradict or purportedly claim to supersede these terms and conditions.
Buyer's acceptance of goods delivered by Seller in conjunction with this
invoice, credit/buyer application, or order confirmation is an acknowledgement
by Buyer of its acceptance of these terms and conditions.
Notice of Defects/Returns:
The Buyer must make any claims of defects,
including but not limited to those related to shortages, quality, or
specification, within the first 7 days after the receipt of merchandise. The
Seller cannot be responsible for shortages when shipments are directed to a
third party. It is the responsibility of Buyer to inspect upon receipt, that
all merchandise delivered matches its order.
Modification of Goods:
Garment dyers and printers beware: modify the
goods and you own them! Once merchandise is printed, garment dyed, washed or
altered in anyway, the Buyer cannot return or make a claim relating to such
merchandise. The Seller is not responsible for fallout or loss during the
garment dye process. Regularly test the merchandise for garment dyability.
Garments modified by the Buyer, or modified by seller at the request of Buyer,
may not be returned, Seller may agree, as an accommodation to Buyer, to
purchase these items. Should seller make this accommodation, Buyer authorizes
Seller to sell such garments and warrants that it has the right to sell such
goods to Seller and releases and indemnifies seller from any liability related
to labels, marks, designs or other intellectual property rights in anyway
related to the sale or distributions of these goods.
Returns:
It is the responsibility of Buyer to inspect
upon receipt, that all merchandise delivered matches its order. A written
authorization from the seller must be obtained by the Buyer for any returned
merchandise. All returns must be made within 7 days of receipt of goods. The
Seller will charge the Buyer a 25% restocking fee with a $ 5.00 minimum charge
for any returned merchandise. Buyer authorizes seller to sell any garments with
Buyer's label, mark, custom, design or print that have been returned, rejected,
or abandoned.
Acceptance of goods with Known Defects Waives
Claims for Damages:
Buyer must notify Seller in writing of all
claims for damages resulting from late delivery or any other defect that is
known to Buyer at the time Buyer accepts the merchandise. Buyer hereby waives
any claim for damages resulting from any defect Buyer is aware of, including
late delivery, at the time Buyer accepts the merchandise.
Defaults:
It is understood that should the Buyer become
Delinquent in payment, no further credit will be Extended and the Seller will
charge the Buyer a past due service charge at the rate of 1 ½% per month (18%
per annum), collection agency fees in the amount of 30%, and/or reasonable
attorney's fees, and all other costs and expenses which may be incurred by the
Seller in the enforcement of the terms and conditions set forth on this
invoice, credit application, and/order confirmation. Any returned checks will
be charged back to the Buyer, and a $50 handling fee will be charged to the
Buyer. If the Buyer's account is insured and the Buyer's account is turned over
to a receivable insurance company for a claim, Seller can also charge the
client an additional 30% of the principal amount due which is in default. It is
understood that these charges are a reasonable estimation of the damages Seller
will incur upon Buyer's default. default.
Jurisdiction:
Any transactions between the Buyer and the
Seller are governed by the laws of California. To the extent that any court
proceedings are commenced, the Buyer and any Guarantor hereby consent to the
jurisdiction of the courts of Los Angeles County, California, for any claims or
controversies arising in the sale of garments by the Seller to the Buyer. The
Seller also reserves the right to sue the Buyer or its Guarantor in the
province or state of its domicile. However, the foregoing shall not in any way
diminish or limit the arbitration provisions set forth below.
EXCLUSION OF IMPLIED WARRANTIES:
THE BUYER RECOGNIZES THAT IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL OTHER WARRANTIES
IMPLIED ARE EXCLUDED FROM ANY TRANSACTION BETWEEN BUYER AND SELLER AND SHALL
NOT APPLY TO THE GOODS SOLD BY SELLER. SELLER SHALL ALSO NOT BE LIABLE FOR ANY
CONSEQUENTIAL DAMAGES.
No Responsibility:
Buyer acknowledges that Seller has no
responsibility for any work performed by any vendor referred by Buyer and
hereby waives any right to assert any claim against Seller for work performed
by any other firm, including but not limited to claims for negligent referral,
agency, or respondent superior.
Deterioration of Buyer's Credit:
The Seller has the right, in addition to other
Remedies provided by law, to terminate any delivery or suspend further
deliveries of other shipments in the event the Buyer fails to pay for anyone
shipment when the same becomes due. Should the Buyer's financial condition
become unsatisfactory to the Seller, the Seller may require cash payments or
satisfactory securities for delivery of goods.
Personal Guaranty:
In consideration of such credit extended
and/or to be extended by MotherFrunkers in its discretion to Buyer, or the
release of goods paid by credit card or check, the individual(s) signing this
invoice, credit/buyer application, other confirmation, or delivery receipt or
check or credit slip (who, if more than one, shall be jointly and severally
bound) hereby unconditionally guarantee(s) to MotherFrunkers and its
successors, endorsees, and assigns the punctual payment when due, with such
interest as may accrue thereon either before or after any maturity(ies)
thereof, of all debts and obligations of Buyer and any other party or parties,
now existing or hereafter arising, as well as the performance and observance by
Buyer of the terms, conditions, stipulations, and agreements of Buyer contained
in this invoice, credit application, and/or order confirmation of MotherFrunkers.
This Guaranty will be continuing and irrevocable guaranty and indemnity for
such indebtedness of Buyer. The undersigned do(es) hereby waive notice of
acceptance of this Guaranty, notice of the occurrence of any default,
presentments, demands, protests, and notices of any and all action at any time
taken or omitted by Buyer regarding its indebtedness to MotherFrunkers. The
signer consent(s) to any modification or renewal of the credit hereby
guaranteed. This guaranty shall bind the executors, administrators, and assigns
of the undersigned and shall remain in force and effect unless and until
canceled by written notice sent to Seller by registered mail, in which case it
shall then be binding as to any balances still owing and outstanding as of the
date of Seller receipt of such registered notice. This Guaranty also gives MotherFrunkers
the right to investigate credit from time to time of both Buyer and the
Personal Guarantor(s), if deemed necessary by Seller.
Re-Selling Policies:
You may not resell or re-convey, or offer to
sell or re-convey, any MotherFrunkers products to any person or entity, under
any circumstances or through any means, unless you first substantially modify
those products by printing, embellishing, or decorating them so as to clearly
distinguish them from MotherFrunkers's product line. MotherFrunkers shall have
sole discretion to determine whether you have adequately distinguished the
products. As a condition of buying MotherFrunkers products from us now, you
agree that these terms apply to ALL MotherFrunkers products you now have or
later acquire, whether or not obtained from us and whether or not such products
were previously or would otherwise be subject to these terms.
ARBITRATION:
1. AGREEMENT TO
BINDING ARBITRATION
MOTHERFRUNKERS and Buyer agree that upon the demand of either party, any claim
or dispute between MOTHERFRUNKERS and Buyer and/or any of either parties'
parent corporations, successor entities, present and/or former subsidiaries,
divisions, and affiliated entities, as well as each of their present and/or
form\er shareholders, directors, officers, employees, attorneys, agents,
contractors and representatives ("Agents"), shall be determined by
binding arbitration as set forth in this Agreement. MOTHERFRUNKERS and Buyer
hereby covenant not to file a lawsuit against each other in contravention of
this Agreement. The parties shall be entitled to all of the same remedies as
those available for comparable actions in courts. The parties shall be entitled
to be represented by independent counsel of their choosing. Claims shall be
submitted to and determined exclusively by binding arbitration as provided for
by Sections 1 and 2 of the Federal Arbitration Act, in conformity with the
California Code of Civil Procedure. Once a party exercises its right to
Arbitration as set forth below, Arbitration shall be the exclusive method for
resolving any dispute; provided, however, that either party may request
provisional relief from a court of competent jurisdiction, as provided in
California Code of Civil Procedure section 1281.8.
2. KNOWING AND VOLUNTARY CONSENT TO BINDING
ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL
MOTHERFRUNKERS and Buyer hereby acknowledge that they have read and understand
the terms of this Arbitration Agreement, and are voluntarily agreeing to its
terms. MOTHERFRUNKERS and Buyer also understand that by using binding
arbitration to resolve disputes, they will be giving up any right they may have
to a judge or jury trial.
3. COSTS OF ARBITRATION
The Parties shall each bear their own costs and attorneys' fees in any
arbitration proceeding, provided however, that the arbitrator shall have the
authority to require either party to pay the costs and attorneys' fees of the
other party during the arbitration, as is permitted under federal or state law,
as a part of any remedy that may be ordered.
Agreement and Acknowledgement:
Buyer(s) have carefully read and agree to
these Terms and Conditions. Buyer authorizes MotherFrunkers to verify the
credit of the Company and/or the individual(s) whose signature(s) appears on
this or the other documents specified above. Buyer and Guarantor(s) authorize
its bank(s) and/or business references to release credit information of Buyer
and for Guarantor(s) as requested by MotherFrunkers. If any term, provision,
covenant or condition of this agreement is held by a court of competent
jurisdiction or an arbitrator to be invalid, void, or unenforceable, the
remaining terms and provisions of this agreement will remain in full force and
effect and shall in no way be affected, impaired, or invalidated.