Terms and Conditions of Sale - ePromos Education Center

Welcome to ePromos!

Please note that use of our site constitutes your unconditional agreement to our General Terms of Sale and Service which govern the provision by ePromos Promotional Products LLC (“EPROMOS”) of items which may or may not be decorated.

The placing of an order with EPROMOS implies, on one hand, acceptance of these General Terms of Sale and Service and, on the other, the waiver by the CUSTOMER of any contrary terms in their legal and commercial documents.

Any variation hereof shall be subject to the express written agreement of EPROMOS.

In consequence, the reciprocal undertakings of the parties shall result only from the following documents constituting each sales agreement:

these General Terms of Sale and Service
the CUSTOMER’S order accepted by EPROMOS
each sales agreement shall take effect from the tacit or express acceptance by EPROMOS of the order sent by the CUSTOMER.

Definitions
Order Placement
Product Color and Appearance
Site Images
Availability of Products
Delivery
Shipping
Returns, Claims and Cancellations
Personal Protective Equipment (PPE)
Obligations of the Customer – Compliance with Intellectual Property Rights
Warranty
Limitations of Liability
Prices – Payments – Late Payment Penalties
Sales Tax
Check Returns
Net 30 Terms
Confidentiality
Referencing
Indemnification
Force Majeure
Protection of Personal Data
Entire Agreement – Partial Invalidity – Proof
Miscellaneous
Special Offers

1. DEFINITIONS

For the understanding and interpretation hereof, each term shall have the following precise meaning:

Products: Items offered for sale by EPROMOS. These products are either featured in the EPROMOS site which can be consulted online at www.epromos.com; part of a creative item presentation of Products offered by EPROMOS; or from part of a non-catalog offer made up of custom Products which are created by EPROMOS, using instructions provided by the CUSTOMER, which may be formalized in contractual specification documents and which should be provided to EPROMOS at the time of requesting a quotation.

CUSTOMER: Entity visiting the EPROMOS site or who EPROMOS is selling a Promotional Product and Service to.

Products: Blank or decorated promotional Products upon which the distinctive brand/logo of the CUSTOMER are added, most often, but not limited to, their logo, contact details, visual art specific to their company or a slogan, irrespective of the technical process chosen.

Manufacturer: The manufacturer is the person and/or factory which assumes the responsibility for the design and manufacture of a promotional Product.

Proof: The proof is a digital or paper proof (reproduction of the Product or of just the decoration to be used on the Product, or an example of the Product by itself). A CUSTOMER executed Proof formalizes the CUSTOMER’s agreement for the launch of the production.

Creations: Items and/or models in paper or digital format designed by EPROMOS, whether using instructions provided by the CUSTOMER or not.

2. ORDER PLACEMENT

Product Orders

Product orders may be entered online using the EPROMOS site at www.epromos.com or CUSTOMER may send a complete purchase order to EPROMOS electronically to the address provided by EPROMOS.

Where applicable, at the same time as sending the purchase order, the CUSTOMER shall also send by email the desired decoration details such as: brand name; logo; company name; event artwork; which the CUSTOMER wishes to use to decorate the Products ordered.

Orders sent by the CUSTOMER shall only become binding on EPROMOS after the tacit or express acceptance thereof by the latter. Purchase orders including delivery dates or decorated Products which cannot be accommodated, or payments terms not accepted by EPROMOS or incorrect prices, may be refused by EPROMOS.

EPROMOS shall only commence production of decorated Products and/or Products created by EPROMOS after written acceptance of the order proof by the CUSTOMER. The CUSTOMER may in writing to EPROMOS waive the formalities of approving and sending the proof and its acceptance. In this case, the production of the decorated Products and/or Products to be created by EPROMOS shall only be commenced when EPROMOS has received a document signed and dated by the CUSTOMER valid for agreement for the launch of production without approval of the proof and cancelling any claims or damages against EPROMOS which may have been made. Where applicable, the proof shall be either a virtual, paper and/or actual sample of the decorated Product and/or the Product to be created, or an example of the decorated Product/Products to be created.

Online Orders

By placing an order with EPROMOS on the Site (including a telephone order placed with our e-commerce sales and brand consultant team), you acknowledge and agree that your purchase is expressly subject to all of the additional terms and conditions set forth within and below. Please note that EPROMOS is not bound by any terms or conditions written, printed, or otherwise included in any correspondence or documentation provided by you, unless we expressly and affirmatively accept such terms or conditions in writing.

EPROMOS may create an online site for users to place orders on. Users will view available Product and will be prompted to provide details pending the CUSTOMER’s desired ordering parameters, such as: color selection; apparel sizing preference; ship to address. Each order will be sent an automatic order acknowledgement. Fees may be associated with the development and listing of a CUSTOMER branded online store specific to CUSTOMER needs.

3. PRODUCT COLOR AND APPEARANCE

Every effort has been made to ensure that the products displayed on this site appear as accurately as possible. Product colors and images may appear distorted, or colors may not appear as they do due to configurations with your computer system. Please request a sample for best results.

4. SITE IMAGES

We make best efforts to provide clear and color-correct product images on our site that best reflect the true nature of the products. However, web site images are inherently limited in their ability to communicate color, scale, and detail. We want to remind CUSTOMERS to be careful about making assumptions about products from the site image alone. We strongly urge our CUSTOMERS to order actual samples. If you choose not to evaluate a physical sample, we cannot be held responsible for the difference between the image as it appears on your monitor and the final product.

5. AVAILABILITY OF PRODUCTS

Offers of Products are valid subject to stock availability. We try to produce your order in the exact quantity ordered, but this is not always possible due to quality control efforts and fast running machines. We reserve the right to ship and subsequently bill or credit, your charge card or account, for up to 10% over or under the desired quantity. In the case of stock shortages, EPROMOS shall advise the CUSTOMER of this if we are made aware.

The CUSTOMER shall have the option to request cancellation of the order or replacement of the Products ordered by other Products.

In the case of a request for replacement of Products which are out of stock by other Products, a new quotation shall be provided. There shall then be two options:

either the replacement Products are less expensive than the out-of-stock Products; in which case EPROMOS shall then send a credit memo to the CUSTOMER for the difference if the Product has already invoiced
or the replacement Products are more expensive than the out-of-stock Products; in which case the CUSTOMER shall validate and approve the price difference in writing prior to EPROMOS commencement of production of the order.

6. DELIVERY

All merchandise is shipped FOB origin and pricing for shipping and handling are not included in the pricing. We are happy to provide shipping quotes. We typically ship UPS, FEDEX or Truck pending the shipment origin, shipment size and desired in-hands date.

Place of delivery

Deliveries shall be made to the address indicated on the purchase order or in the case of the order placement on www.epromos.com, the delivery address will be captured in the shipping field online. If no address is noted or provided or if there is a perceived problem with the shipping details provided by CUSTOMER, the delivery will not be processed, and the CUSTOMER contacted.

Transport: The Products are sold ‘ex-factory’ or ex-warehouse, the costs and risks of transport are at the sole expense of the CUSTOMER.

Delivery dates: Delivery dates are given as a guide only due to the uncertainties of transport. EPROMOS undertakes to use its best endeavors to comply with the desired delivery dates indicated, except in circumstances beyond its control and in situations under force majeure.

Quantities delivered: Given the uncertainties of manufacturing and decorating, the CUSTOMER is advised that the quantities delivered, in the case of blank and decorated Products created by EPROMOS, may vary by plus or minus 5% compared to the quantities ordered by CUSTOMER. Invoicing shall then be based on the quantities actually delivered to CUSTOMER.

7. SHIPPING

While we guarantee to ship your merchandise on or before a specific date, you should be aware that we cannot be held responsible for delays on the part of the carrier who is delivering your merchandise even if you are reimbursing us for shipping costs. All merchandise is shipped FOB which means that you own the merchandise when it leaves our factory.

We make every effort to accurately estimate shipping charges. From time to time, we may underestimate the shipping charges on your order. In such event we may make reasonable adjustments to your shipping charges. You always have the option to provide us with a shipping account number (a small handling charge may apply). If there are additional carrier charges which occur at any point which are associated to your order such as residential shipping fees and product re-directs, we reserve the right to charge you as those carrier expenses become known.

8. RETURNS, CLAIMS AND CANCELLATIONS

EPROMOS is focused on service excellence. Please contact your EPROMOS Sales contact immediately with any questions you have regarding your order.

Damage due to transport: In the case of damage due to transport (theft of Products, disappearance or destruction of Products, damaged Products, etc.), the person or entity responsible for receipt of the promotional Products shall precisely note their name in capital letters and reiterate these to the transporter in writing by recommended letter within three (3) days of delivery (not including public holidays) pursuant to the provisions of local Commercial Codes, and inform EPROMOS in writing within eight (8) days following delivery.

General provisions: In the case of claims, these shall be brought to the attention of your Sales contact at EPROMOS in writing, with acknowledgement of receipt or by any other equivalent method. The claim shall be sent to EPROMOS within two business days (48 hours) following the date of delivery of the Products. No claim shall be accepted in the case of non- compliance with these formalities and deadlines. Claims to EPROMOS can only be made on Product, which is unused, unspoiled, and remain in the same original packaging as Product was shipped.

Due to health and safety concerns, Personal Protection Equipment (PPE) products cannot be returned. This includes disinfectant spray, masks, sanitizer, and sanitizing wipes.

Exceeding delivery deadlines: Since delivery deadlines are provided as a guideline only, even when these delivery dates are related to an event, seminar, demonstration, Product launch, etc. if these delivery deadlines are exceeded this shall not give rise to any compensation in favor of the CUSTOMER of any kind or be grounds for refusal of the Product ordered or an extension of the payment deadlines. The cancellation of the sale shall only be requested in exceptional circumstances in which the delivery deadlines are excessively exceeded or do not comply with general practice in the profession.

Order Cancellation: Orders may only be cancelled prior the start of production and may incur costs leading up to the date of cancellation for services or work already performed. Please be sure to carefully proof your order to ensure the promotional product produced meets and exceeds your expectations.

9. Personal Protective Equipment (PPE)

We want you to be completely satisfied with your order, but for reasons of health and safety, PPE Products cannot be returned.

Does Personal Protective Equipment (PPE) have an expiration Date? Yes. Disposable face masks and sanitizers will have an expiration date on their packaging.

10. OBLIGATIONS OF THE CUSTOMER- COMPLIANCE WITH INTELLECTUAL PROPERTY RIGHTS

Documents and products provided by the CUSTOMER for or during the manufacture of decorated Products: For the purposes of the manufacture of decorated Products, the CUSTOMER shall provide EPROMOS with documents or products which it shall itself have created in full or in part or which shall have been produced by a known or unknown third party, which maybe in the form of a model, a drawing, an image, a logo, a product medium, a request sufficiently detailed and precise to produce the Products, a sample or a template (hereafter referred to as the “Elements Provided”), this list is not exhaustive.

The CUSTOMER warrants that the brand marks, logos, designs, elements provided to EPROMOS, irrespective of their form, do not contain any reproduction, resemblance or counterfeiting which may adversely affect the rights of a third party (copyright, brand, patents, design and template, etc.) and it shall hold EPROMOS harmless against any action in this respect. Consequently, any damages suffered by a third party due to its rights being adversely affected shall be the exclusive liability of the CUSTOMER.

The CUSTOMER undertakes to comply with the intellectual property rights of EPROMOS in respect of these Creations, as well as those which may belong to manufacturers of the Products. The CUSTOMER may not, consequently, reproduce the Creations in whole or in part. It may only do this for information purposes after having obtained the written agreement of EPROMOS.

To use any logo a customer MUST have written permission from the registered owner of the logo or trademark or be an authorized agent or affiliate of the registered owner of the logo. A customer may NOT use any logo in a manner that may infringe copyright laws. A customer also may NOT use any logo in a vulgar, illegal, and/or unlawful manner. EPROMOS assumes no responsibility for damages or any wrongdoing that the purchaser may cause using a logo. EPROMOS shall not be held liable for the unauthorized, improper, or illegal use of any logo or trademark that is applied to promotional merchandise purchased through EPROMOS. EPROMOS will also not accept responsibility or liability for the actions of CUSTOMER who have misrepresented their ownership of licenses or trademarks. EPROMOS will reserve the right to refuse orders from any customer who has violated or otherwise infringed upon the intellectual rights of others. We reserve the right to refuse to print or process an order without reason.

Creations by EPROMOS: EPROMOS, is hereby expressly authorized by the CUSTOMER to create derivative or composite works using the brand marks, logos, designs, elements provided by the CUSTOMER. It shall also be likely to create any part of the decoration of the Products and/or templates of the Products. EPROMOS shall be the sole owner of the intellectual property rights which may result, occur or arise from these Creations, these rights are recognized by international conventions.

The designs, trademarks, artwork, and logos shown on products on the Site are for illustration purposes only and do not represent endorsements by – or production for – the owners of such marks, designs, artwork, or logos. Such illustrations are not meant to be advertisements. Items as pictured with third-party designs, trademarks and logos are not for sale to anyone other than those expressly authorized by the owners of such designs, artwork, trademarks and logos.

Obligation to return samples: EPROMOS shall be likely to provide random and/or custom decorated samples to the CUSTOMER which may or may not be charged upfront to CUSTOMER. The CUSTOMER undertakes to return blank damage-free and unspoiled Product samples which EPROMOS provided, within thirty (30) days of Product sample shipment arrival, on the date indicated by EPROMOS and should EPROMOS make the request to do so. Decorated samples created specifically for CUSTOMER are not returnable for credit under any circumstances. If EPROMOS charges for a sample, it is at the discretion of EPROMOS to provide a credit to the CUSTOMER when an actual order for the same Product sample is realized.

11. WARRANTY

The Products are sold at the CUSTOMER’S risk. The only warranty from which the CUSTOMER may benefit is the warranty that may have been granted by the manufacturer or the supplier. The manufacturer’s warranty is set out either on the order confirmation sent to the CUSTOMER or on, or in, the promotional Product packaging.

The benefit of this warranty is subject to the presentation of the purchase order by the CUSTOMER.

The delivery and transport costs for defective or exchanged Products shall be paid for by the party dispatching them and agreed in advance by EPROMOS in writing.

Generally, the warranty shall be excluded in circumstances where the defect is caused by: damage related to transport, improper handling or use of the Product, an accident, a modification or adaptation of the Product, of any kind, use of the Product which does not comply with the instructions and conditions for use in its associated documentation.

12. LIMITATION OF LIABILITY

BY USING THE SITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE EPROMOS SHALL NOT HAVE ANY LIABILITY TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, LOSS OF PROFITS, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE, BUSINESS INTERRUPTION OR LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EPROMO’S LIABILITY TO CUSTOMER FOR ANY CLAIM RELATED TO THIS ORDER EXCEED THE TOTAL AMOUNT DUE TO EPROMOS PURSUANT TO THE ORDER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

EPROMOS reserves the right to discontinue or change specifications and prices on blank or decorated merchandise and services offered without prior notice and without incurring any obligation to the CUSTOMER. Promotional products displayed on this site are available only while supplies last. EPROMOS is not responsible for any typographical errors.

Once the blank or decorated promotional Products have been supplied, the CUSTOMER shall be liable for any damage they may incur or caused. CUSTOMER shall insure them against the risks of theft or deterioration. Generally, EPROMOS shall not be liable for material or immaterial damage, whether consequential or not, related to the use or immobilization of the Products.

Insurance: EPROMOS and the CUSTOMER reciprocally undertake to take out and maintain in force professional liability insurance specific to their business providing satisfactory cover in relation to the volume of their activities and to provide supporting evidence thereof by the production of a receipt and the special and general terms on the first request by EPROMOS or the CUSTOMER.

13. PRICES – PAYMENTS – LATE PAYMENT PENALTIES

Prices and terms of payment for the Product by the CUSTOMER:

Amount – Costs – Taxes – Price reviews: Unless stated otherwise, the prices indicated are unit prices, exclusive of any taxes, shipping and import fees, if applicable. The ancillary costs of transport, packaging and additional insurance shall be invoiced to the CUSTOMER as supplements, unless the parties agree otherwise. In the case of a modification of price between the quotation being drafted or the sending of the order and the processing thereof, EPROMOS shall advise the CUSTOMER of this. The CUSTOMER shall then have the option either to confirm its order, having been informed of the new applicable pricing or to request cancellation of its order.

Payment terms: All payments to be in US dollars. The CUSTOMER undertakes to settle the invoice for the order in full on the date of sending the purchase order unless other exceptional terms of payment have been accepted in writing by EPROMOS. Every CUSTOMER acknowledges that it is aware of the fact that its future orders shall only be registered and processed after receipt of any past due amount payables on the date of sending of the purchase order. EPROMOS reserves the right to modify or change CUSTOMER credit terms and permissible form of payment.

Late payment penalties and fixed compensation for recovery costs: In the case of payment after the due date, late payment penalties at the statutory interest rate may be applied, as well as fixed compensation for any debt recovery costs of shall be payable. The late payment penalties and fixed compensation of recovery costs shall be payable automatically, without reminder or legal or extrajudicial formalities being necessary.

14. SALES TAX

EPROMOS is required by law to collect all applicable state, territory, and local taxes for services and goods shipped to Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, West Virginia, and Wisconsin. Customers in other states may be required to remit use taxes. Please consult your tax advisor. Companies, individuals, and organizations who are exempt from sales tax should provide us with a copy of their resale certificate by sending to the EPROMOS sales contact you are working with.

15. CHECK RETURNS

In all cases where we have a check returned for insufficient funds we will assess a $50.00 fee.

16. NET 30 TERMS

If you are granted payment terms, you agree that if you are late paying your invoice, a 1.5% finance charge or the maximum charge permitted by law may be assessed against all accounts with past due balances. You agree to pay all the company’s reasonable attorney’s fees and all collection agency fees incurred in the collection of any amount owed thereunder and not paid when due.

17. CONFIDENTIALITY

The CUSTOMER undertakes to comply with and ensure that its members of staff and company representatives comply with the confidentiality of information relating to the conditions of manufacture and use of the promotional Products proposed for sale by EPROMOS, which it may become aware of within the framework of placing an order.

However, the CUSTOMER shall not be held liable for any disclosure if the disclosed elements were in the public domain or if it was aware of or obtained these from third parties by lawful means.

You are solely responsible for the confidentiality of your account and password when using this site. You accept responsibility for all activities that occur when using your account or password.

18. REFERENCING

The Parties authorize each other to mention the company name of the other party in their commercial documents as a reference should they wish to do so, unless either CUSTOMER or EPROMOS states in writing otherwise.

19. INDEMNIFICATION

Indemnification by You: BY USING THE SITE, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD EPROMOS AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ACCOUNT EXECUTIVES, SALES REPRESENTATIVES, SUPPLIERS, AND FULFILLMENT PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, PROCEEDINGS, JUDGMENTS, ORDERS, DAMAGES, LIABILITIES, PENALTIES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES AND COURT COSTS) (COLLECTIVELY “CLAIMS”) ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OR MISUSE OF THE SITE OR ANY SITE CONTENT; (II) ANY USER MATERIAL FURNISHED BY YOU; (III) YOUR USE, MISUSE, RESALE OR FURTHER DISTRIBUTION OF ANY PRODUCTS YOU PURCHASE FROM US; OR (III) YOUR BREACH OR VIOLATION OF ANY OF THESE TERMS OF USE OR ANY APPLICABLE LAW.

20. FORCE MAJEURE

EPROMOS shall be freed of its obligations in the case of force majeure, in other words due to any event which occurs through no fault of its own or is partially outside of its control. As a guide, but not limited to this list, the following shall be considered to be cases of force majeure: a prohibition on export or import issued by a government authority, employment conflicts leading to a general or sectoral strike, demonstrations blocking methods of transportation and supply, fires, floods, earthquakes, storms, insurgency, pandemics, suspension of external telecommunications networks, parcel referral errors by a transporter.

21. PROTECTION OF PERSONAL DATA

Personal information and data are provided by the CUSTOMER enabling EPROMOS to process orders, to better know its CUSTOMER and to continuously optimize the choice of communications and services offered to it. They may be communicated to partner, manufacturer, subcontractor companies of EPROMOS involved in the fulfilment of orders and in particular, to transport companies.

In the absence of opposition by the CUSTOMER, EPROMOS may communicate by letter and/or by email and/or by telephone, offers of imprinted promotional Products and services and information on its promotional Products and services.

22. ENTIRE AGREEMENT – PARTIAL INVALIDITY – PROOF

These General Terms of Sale and Service represent the entire agreement entered into by the parties and replace any agreements or correspondence entered into or exchanged by the parties prior to the drafting of these General Terms of Sale and Service. If one or more provisions of the General Terms of Sale and Service are deemed to be invalid or declared invalid under a law, a regulatory provision or following a final court decision, the other provisions shall retain their force and their scope.

The files, data, messages and computerized directories stored in the computer systems of each party are accepted as proof of communications and agreements which have taken place between the Parties, provided that the party sending them may be identified and that they are drafted and stored in conditions able to guarantee their integrity. Their storage shall be presumed, unless proven otherwise, to have taken place in reasonable conditions of security if the files, messages, data and documents are automatically registered on a durable and unalterable medium.

23. MISCELLANEOUS

These Terms of Sale and Service, together with our Privacy Policy (click here), constitute the entire agreement between you and us concerning your use of the Site, including any purchase you make on the Site. If any provision of these Terms of Sale and Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Sale and Service, all of which shall remain in full force and effect. No waiver of any provision of these Terms of Sale and Service shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and our failure to assert any right or provision under these Terms of Sale and Service shall not constitute a waiver of such right or provision. These Terms of Sale and Service and the order shall be governed by the laws of Minnesota.

24. SPECIAL OFFERS

We enjoy providing valuable special offers to our CUSTOMERS. Unless stated otherwise, all special offers are subject to the following standard terms and conditions:

Each offer may only be used one time per CUSTOMER.
Special offers may not be combined on a single order.
Each product purchased is considered a separate order, even when multiple orders are placed at the same time.
When qualifying for special offers, order size does not include shipping, tax, or golf ball orders.
Special offers and valid coupons are only valid on orders purchased at website pricing.
Special offers may not be valid on certain items.
To redeem any special offer, a valid offer code must be given at the time of ordering.