Sales Terms
Effective Date: 01/26/2023
Company Name: Merchwell LLC
Address: 104 Lake Ave S, Unit 5, Nesconset, NY 11767
Contact: hello@merchwell.com | www.merchwell.com
These Terms & Conditions (“Agreement”) apply to all sales, services, and transactions between Merchwell LLC (“Merchwell”) and the client (“Client”). By placing an order with Merchwell, Client agrees to be bound by these Terms.
1. Quotations & Pricing
• All quotes provided by Merchwell are valid for 30 calendar days, unless otherwise stated in writing.
• Pricing is based on quantity, decoration method, garment or product type, fulfillment method, and current vendor costs.
• Quoted prices may be subject to change based on material cost increases, artwork revisions, size breakdowns, or other factors that materially affect production.
• Sales tax will be added to all taxable orders unless a valid resale or exemption certificate is provided prior to invoicing.
2. Artwork & Proof Approval
• Merchwell provides digital mockups for all decorated products prior to production.
• Client is responsible for reviewing and approving all proofs, including product type, colors, imprint location, and final artwork.
• Production will not begin until written approval is received.
• Merchwell is not responsible for errors overlooked during the proof approval process.
3. Production Timeline
• Standard production time is 20 business days from the date of final proof approval and receipt of full payment.
• Production timelines do not include weekends, holidays, or shipping time.
• Rush orders may be accommodated based on production availability and are subject to a surcharge.
• Production time may be extended in cases of supplier delays, natural disasters, shipping disruptions, or other force majeure events. Merchwell will notify the client of any delays.
4. Shipping & Delivery
• All orders are shipped FOB (Freight On Board) from the final fulfillment location unless otherwise stated.
• Shipping costs will be calculated and invoiced separately unless explicitly included in the quote.
• Merchwell is not responsible for carrier delays, lost or stolen packages, or incorrect shipping addresses provided by the client.
• International shipments may be subject to duties, taxes, and customs clearance fees for which the client is solely responsible.
5. Payment Terms
• 100% payment is due in full prior to the start of production unless otherwise stated in a formal written agreement.
• Orders will not proceed into production without receipt of full payment and final proof approval.
• Merchwell accepts payments via ACH, wire transfer, and credit card (credit card payments may be subject to a processing fee).
• Late or returned payments may result in production delays and/or cancellation of the order.
6. Returns, Claims, & Order Issues
• Due to the custom nature of our products, all sales are final. No returns or exchanges are accepted except in the case of manufacturing defects or fulfillment errors.
• Any claims for damaged or defective merchandise must be submitted in writing within 5 business days of delivery.
• If a claim is approved, Merchwell may elect to repair, replace, or issue a credit at its sole discretion.
• Products that are used, washed, worn, or otherwise altered after delivery are not eligible for return or refund under any circumstances.
7. Cancellations & Changes
• Orders cancelled after proof approval and payment may be subject to restocking fees, vendor cancellation penalties, and/or labor charges for work already performed.
• Custom orders (those involving printing, embroidery, engraving, or other modifications) cannot be cancelled once production begins.
• Merchwell reserves the right to refuse any requested changes that materially impact delivery timelines or product feasibility.
8. Intellectual Property & Artwork Ownership
• Client affirms they have full rights, licenses, or authorization to use all logos, trademarks, designs, and brand assets submitted to Merchwell.
• Merchwell assumes no liability for intellectual property disputes arising from client-submitted content.
• All custom artwork created by Merchwell (excluding client logos or brand IP) remains the property of Merchwell unless otherwise agreed in writing.
9. Merch Pack Fulfillment & Warehousing (If Applicable)
• For clients utilizing our Merch Pack or inventory fulfillment services, Merchwell offers warehousing of approved SKUs for a limited period.
• Storage, pick & pack, and fulfillment rates are billed separately and detailed in the client’s service agreement or SOW.
• Unused inventory left beyond 6 months may incur storage fees or be subject to disposal with prior notice.
10. Limitation of Liability
• In no event shall Merchwell’s liability exceed the total value of the order in question.
• Merchwell is not liable for indirect, incidental, or consequential damages including, but not limited to, loss of revenue, missed event deadlines, or reputational harm.
11. Governing Law & Dispute Resolution
• This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
• Any disputes arising out of this Agreement shall be resolved in the state or federal courts located in Suffolk County, NY.
12. Acceptance of Terms
Placement of an order with Merchwell constitutes acceptance of these Terms & Conditions in full.
