International Terms and Condtions of WellCustom

1        Definitions

1.1     Agreement:

          shall mean the agreement between the Customer and WellCustom for the sale, purchase and delivery of Products.

1.2     Customer(s):

          shall mean any natural person or business entity with whom WellCustom and its employees deal in the course of its business, including representative(s), agent(s), successor(s) and including visitors of the WellCustom website.

1.3     Defect(s):

          shall mean any substantive defect of a Product in violation of any written specification by WellCustom, as a result of which the Product is not fit for its intended use, at WellCustom’s sole discretion.

1.4     Party or Parties:

          shall mean WellCustom and Customer, individually or collectively.

1.5     Product(s):

          shall mean the WellCustom products provided pursuant to the Agreement, including but not limited to customized jerseys, shorts, hoodies, hats & Tshirts

1.6     Terms:

          shall mean these International Terms and Conditions.


2        Applicability

2.1     These Terms apply to all offers of WellCustom and exclusively govern the relationship between WellCustom and Customers, and any Agreement or other agreements between WellCustom and Customers, and any subsequent amendment to any agreement or the Agreement.  These Terms shall be applicable even if WellCustom uses third parties to deliver Products.

2.2     No other Terms shall be binding upon WellCustom unless accepted by it in writing. WellCustom expressly rejects any general Terms used by Customer.  Customer may issue a purchase order for administrative purposes only.  Additional or different Terms contained in any such purchase order will be null and void and do not bind WellCustom.

2.3     WellCustom reserves the right to amend these Terms at any time.  New or amended general Terms shall be applicable upon thirty (30) days notice to Customer.

2.4     In case of inconsistencies between the terms of an Agreement and those contained in these Terms, those in the Agreement shall control.


3        Offers, Products, Prices and Taxes

3.1     All offers of WellCustom are non-binding and may be revoked at any time, unless WellCustom stated otherwise in writing.  Any amendments made by WellCustom in writing shall entail a new offer, automatically revoking the previous offer.  Any amendments by Customer of a WellCustom offer will be deemed a new offer by Customer, which WellCustom may accept or reject in its sole discretion.  Offers will only be deemed accepted by WellCustom if it does so in writing.

3.2     Customer hereby understands and accepts that all samples, colors, drawings, models, figures, dimensions, weights or any other specifications for Products are estimates only, although WellCustom will use best efforts to ensure their accuracy. Small deviations, especially in color tones, cannot be deemed a Defect of the Product.

3.3     Product configurations and prices are subject to change at any time, and WellCustom shall at all times be entitled to modify price lists, brochures, printed matter, quotations and other documents.

3.4     All prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on WellCustom or Customer by any taxing authority (other than taxes imposed on WellCustom’s income)  related to Customer’s order.  The prices or fees quoted are in U.S. Dollars  or in another currency if stated by WellCustom in writing.

3.5     All Agreements for the delivery of Products shall be treated as separate agreements.


4        Payment

4.1     Where payment is not made within the terms agreed upon by the parties, contractual interest shall be owed at a rate of 1.5% a month, or the highest rate allowed by law, if lower, with effect from the first day following expiration of the payment term referred to in this article; part of a month shall be considered a full month.

4.2     Payments made by Customer shall always be used first to meet all the interest and costs owed and subsequently for the settlement of claims under the Agreement which have remained outstanding for the longest period of time, even when Customer specifies that the payment relates to another claim.

4.3     Customer shall not be entitled to refuse to discharge or to suspend the discharge of its payment obligations on account of an alleged Defect in the Products, or on any other account whatsoever.

4.4     If WellCustom believes that Customer’s financial position and/or payment performance justifies such action, WellCustom has the right to demand that Customer immediately furnish security in a form to be determined by WellCustom and/or make an advance payment.  If Customer fails to furnish the desired security, WellCustom has the right without prejudice to its other rights, to immediately suspend the further execution of the Agreement, and that which Customer owes to WellCustom for whatever reason will become immediately due and payable.

4.5     Customer shall be liable for amounts which WellCustom incurs to collect payment, including without limitation, collection agency fees, reasonable attorneys’ fees and arbitration or court costs.


5        Images

5.1     Images and other content may only be submitted in digital       format and in JPG, GIF or PNG format.  The maximum file size for uploading content is 6MB. You are solely responsible for any content that you submit to WellCustom, and submit it at your own risk. You should only submit images and other content to be printed by WellCustom, if you are properly authorized by the intellectual property owner of such images and content, or if the content is in the public domain. You understand and agree that WellCustom may review, delete, or destroy any content that, in its sole judgment, might be offensive, illegal, inappropriate, or that might violate the rights of, harm, or threaten the safety of others.

5.2     Customer agrees to indemnify, defend, and hold WellCustom, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any intellectual property infringement claim or demand made by any third party in connection to the Products, provided the claim or demand specifically relates to the image or other content submitted by Customer.


6        Orders, Shipping, and Delivery

All orders are subject to Product availability and WellCustom is entitled to make partial deliveries. Customer is aware that Products may be shipped through third party carriers and that delivery times and dates are merely estimates. WellCustom CANNOT BE HELD LIABLE FOR ANY DAMAGES AS A RESULT OF DELAY IN DELIVERY OF PRODUCTS.


7        Inspection, Acceptance of Products, Returns


7.1     Claims in connection to shortages or errors in shipments, or obvious defects in Products, must be reported in writing to WellCustom within three (3) business days of receipt of such shipment.  If Customer fails to report timely, WellCustom will have no obligation to correct such shipments, unless Customer bears all the expenses thereof.

7.2     In the case of any alleged shortage or Defects, Customer shall allow WellCustom to inspect the Products subject to the alleged defect. 

7.3     Notwithstanding the above, WellCustom will have no obligation to replace or repair any Products if the Products have been improperly cleaned, handled, processed or stored by the Customer, or if the Customer has not fully met its obligations under these Terms.


7.5     Products that are not customized may be returned within fourteen (14) days of receipt after giving advance written notice to WellCustom, if: (i) it is in new condition, suitable for resale in its undamaged original packaging and with all its original parts and (ii) it has not been used, modified, rebuilt, reconditioned, repaired, altered or damaged. All returns shall be subject to the following deductions: (i) cost of putting items in saleable condition; (ii) transportation charges, if not prepaid; and (iii) handling and restocking charges. Discounted products may not be returned, unless agreed by WellCustom in writing. Custom made products may not be cancelled or returned, and no refund will be made.

7.6     You are solely responsible for submitting images and other content with sufficient resolution in connection to the size of the product, and you accept that next to resolution, variations in color, contrast, clarity, sharpness, and graphical display of your image and other content, or damage to the packaging of products, does not render a product defective, or cause any liability for WellCustom.


8        Intellectual Property Ownership and Right of Use

All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights and trade secret rights, tools, documentations, etc., in relation to the Products are owned by WellCustom or its licensor(s).  For the avoidance of doubt, WellCustom does not own the images submitted by Customer for use on a Product.  No transfer or other grant of rights is given to Customer, unless explicitly stated in writing.  This applies even if Products have been specifically designed, developed or complied for Customer.


9        Cancellation, Termination and Suspension of Performance

9.1     Once an order for a Product has been placed, Customer may not cancel the order.

9.2     If Customer believes that WellCustom has failed to perform under the Agreement, it must notify WellCustom in writing and allow two (2) weeks for WellCustom to cure if it has failed to perform.

9.3     If Customer fails to make payment of any amount due on the due date or Customer otherwise fails to perform its obligations under the Agreement or these Terms, or if WellCustom reasonably expects that Customer will not fulfill its obligations, WellCustom may in its sole and absolute discretion suspend performance under its Agreement with Customer and/or terminate the Agreement (in whole or part), with immediate effect, without being liable for any damages to Customer.

9.4     Notwithstanding the above and without any obligation to return any prepaid sums, WellCustom may terminate its relationship with Customer, or may terminate or suspend WellCustom’s delivery of Products at any time: (i) if Customer is in breach of these Terms and/or the Agreement; (ii) if WellCustom reasonably suspects that Customer is using Products to breach the law or infringe third party rights; (iii) if WellCustom reasonably suspects that Customer is trying to unfairly exploit or misuse the complaint policy, or any of WellCustom’s policies; (iv) if WellCustom reasonably suspects that Customer is using Products fraudulently, or that Products provided to Customer are being used by a third party fraudulently; (v) for a force majeure event that continues for more than ten (10) days upon notice; (vi) if Customer fails to pay any amounts due to WellCustom; (vii) if required due to change in laws/regulation by a regulator or authority with a lawful mandate, or by any of WellCustom’s partners; (viii) in respect to a particular WellCustom Product,  upon thirty (30) days’ notice if WellCustom decides to cease offering that Product; (ix) the bankruptcy of the Customer has been applied for; (x) an attachment is levied on the goods of Customer; (xi) Customer is liquidated or discontinued; and/or (xii) Customer is in violation of any applicable laws or regulations.


10      Warranty

10.1   WellCustom warrants its Products against material errors and defects in materials and workmanship for thirty days from the date of delivery.

10.2   The warranties hereunder do not cover faults or damages arising from faulty, careless, or improper treatment, improper storage, unauthorized use or misuse of Products, and improper cleaning or defective environmental circumstances, or a failure caused by a product for which WellCustom is not responsible. In addition, WellCustom does not provide any warranty that its Products will prevent damages to the gadgets and product(s) it is used for by Customer.

10.3   To the maximum extent permitted by applicable law, WellCustom, its licensors, third party suppliers, and affiliates hereby disclaim all warranties, conditions, claims or representations with respect to the WellCustom Products, whether express, implied or statutory or otherwise, including, but not limited to implied warranties or conditions of merchantability, quality, non-infringement, compatibility or of fitness for a particular purpose. No advice or information, whether oral or written, obtained from WellCustom or elsewhere will create any warranty or condition not expressly stated in these Terms. 


11      Liability, Limitation of Damages and Indemnification

11.1   WellCustom disclaims any and all responsibility or liability in relation to WellCustom’S Products, Neither WellCustom nor its officers or affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss, (and CUSTOMER hereby waives any and all such claims or causes of action), arising from or relating to all such Products.

11.2   CUSTOMER is solely responsible and liable for all activities RELATING TO WellCustom’S Products, used, distributed, or sold by CUSTOMER. Neither WellCustom nor its officers or employees or affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss, (and CUSTOMER hereby waives any and all such claims or causes of action), arising or relating to all acts and/or omissions relating to products used, distributed, or sold by customer.

11.3   In no event shall WellCustom, its affiliates or its licensors be liable, however caused and whether arising under contract, warranty, tort (including negligence), product liability or any other form of liability, for any indirect, incidental, special, punitive or consequential damages, or any loss of income, business, sales, profits (whether actual or anticipated), loss of or corruption to data, or interruption of business. WellCustom, its affiliates or its licensors will not be liable for any damages, failures or defects of the gadgets or third party products in connection to which the products are used.

11.4   Notwithstanding anything else in this agreement to the contrary, WellCustom’S aggregate liability for all claims of any kind shall not exceed the total paid by CUSTOMER to WellCustom for the Products IN CONNECTION TO WHICH THE DAMAGING event occurred.

11.5   The limitations on WellCustom’S liability above shall apply whether or not WellCustom, its employees, licensors or its affiliates have been advised of the possibility of such losses or damages arising.


12      Severability

          If any provision of these Terms, the Agreement or any other agreement between the Parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.


13      Force Majeure

          WellCustom will not be liable for any delay in performing or failure to perform any of its obligations under these Terms or the Agreement caused by events beyond its reasonable control. WellCustom will notify Customer promptly in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.


14      Assignment

          Customer is not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder.  Any such attempted assignment, delegation or transfer will be null and void.  WellCustom is permitted at its sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.


15      Entire Agreement

          The Agreement and these Terms contain the entire agreement between WellCustom and Customer regarding Customer’s purchase of the Products, and supersedes and replaces any previous communications, representations or agreements, or Customer’s additional or inconsistent terms, whether oral or written.


16      No Waiver

          The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or these Terms or by law shall not constitute a waiver of that right, power or remedy.  If WellCustom waives a breach of any provision of these Terms or the Agreement, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.


17      No Beneficiaries

          Any agreement between the Parties is for the sole benefit of the Parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the Parties thereto, any legal or equitable rights thereunder.


18      Governing Law and Arbitration

          Unless stated otherwise in writing, any and all agreements between the Parties shall be governed by and construed in accordance with the laws of the State of New York, notwithstanding conflict of law principles, and without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods.  All disputes and controversies arising out of or relating to these Terms or the relationship of the Parties shall be finally and bindingly resolved under the International Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST WellCustom, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN THREE (3) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.