Terms and Conditions

Kinstitch LLC (“Kinstitch”), is an Oregon limited liability company, that provides digital textile printing services and products. Subject to the terms of any other written agreement you (“you” or “Buyer”) have with Kinstitch, Kinstitch’s sale of products and services (“Goods”) are governed by these terms and conditions of sale (“Terms”).

 

  • 1. Quotes and Orders.

    If Kinstitch provided you a quote prior to your order, the quote is only an estimate and is not binding on Kinstitch. Orders are accepted as valid and binding only when confirmed by us in writing. Orders cannot be canceled for any reason without our prior written consent.

  • 2. Order Terms.

    All orders must include the following information: (i) the Goods ordered and quantities, (ii) pricing, (iii) all needed design files in the form and format specified by Kinstitch, (iv) valid payment method and, if requested, a deposit, and (v) delivery instructions. The Order Terms become final when Kinstitch accepts your order.

  • 3. Payment.

    Payment for Goods is due at time of order and is invoiced in U.S. dollars. If, for any reason, a balance or other charge is due after your order is shipped, payment is due immediately upon invoice. If not paid when due, Kinstitch may charge you a late fee of the lesser of 1.5% per month or the highest amount permitted by law. If we have to collect from you, you agree to reimburse Kinstitch for all collection costs, including court costs and attorneys’ fees.

  • 4. Shipping and Delivery.

    Kinstitch will deliver the Goods within a reasonable time after Kinstitch accepts your order. Title and risk of loss for all Goods ordered by you shall pass to you when we deliver to the shipping carrier. You shall be responsible for payment of all shipping, insurance, customs charges and other transportation costs for shipment of Goods ordered by you.

  • 5. Acceptance and Rejection.

    Your acceptance of ordered Goods is deemed to occur upon delivery to the shipping carrier. You are responsible for giving prompt written notice of identified damage or nonconforming Goods. You must inspect the condition of Goods upon receipt and provide evidence to Kinstitch within three (3) days of receipt of the damaged or non-conforming Goods. If you keep the Goods without giving us the required notice, you will be deemed to have waived your right to reject the Goods.

  • 6. Price.

    Our quoted prices are exclusive of all sales, Value Added, use and excise taxes, and any other similar taxes, duties and charges of any kind, all of which are your responsibility to pay.

  • 7. Intellectual Property.

    YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE DESIGN WHICH YOU SUBMIT TO US AND THAT THE DESIGN DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO CLAIMS, PENDING OR THREATENED, WITH RESPECT TO YOUR INTELLECTUAL PROPERTY RIGHTS IN THE DESIGN.

  • 8. Kinstitch Intellectual Property.

    If you elect to use any Kinstitch artwork, designs, sketches, digital media, drawings, graphics, trademarks and any enhancement, improvement, or derivation of such items (“KS Work Product”), you acknowledge that Kinstitch retains all its rights in any and all of its KS work product, whether or not applied to any Goods.

  • 9. Third-Party Intellectual Property.

    Buyer shall specifically identify to Kinstitch any third-party designs, trademarks or other intellectual property contained in any designs or other materials delivered to Kinstitch for application to Goods (“Third-Party Intellectual Property”). Buyer shall obtain, and deliver to Kinstitch, any and all permissions and licenses necessary for the lawful and non-infringing use of Third-Party Intellectual Property in the manufacture, sale and delivery of the Goods pursuant to this Agreement, the use of the Goods as contemplated by Buyer, and the inclusion of images of the Goods in Kinstitch’s portfolio and other advertising and promotional materials.

    Buyer will defend, indemnify and hold Kinstitch and its successors, assigns, officers, directors, shareholders, employees, agents and independent contractors from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal expenses and reasonable attorneys’ fees, arising out of a breach of any representation or warranty made by Buyer in this Agreement.

  • 10. DISCLAIMER OF WARRANTY.

    YOU UNDERSTAND AND AGREE THAT THE GOODS YOU PURCHASE FROM KINSTITCH ARE SOLD ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KINSTITCH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ANDALLWARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

  • 11. LIMITATION OF LIABILITY.

    IN NO EVENT SHALL KINSTITCH BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT KINSTITCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL KINSTITCH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO KINSTITCH FOR THE GOODS SOLD HEREUNDER.

  • 12. Severability.

    These Terms may be severable and the invalidity, illegality or unenforceability in whole or in part of any provision does not affect the validity of other provisions.

  • 13. Governing Law and Venue.

    All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with laws of the State of Oregon, without giving effect to any choice or conflict of law provision or rule (whether of the Oregon or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Oregon. Any suit, action or proceeding arising out of or relating to this Agreement shall be instituted in United States federal court or the court of the State of Oregon, in each case located in the City of Portland and County of Multnomah. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding