Terms and Conditions


1.  General.  These terms and conditions of sale (the "Terms") govern any sale by Pro Athletics LLC (the "Seller") of any products or services by the Seller (the "Products") to any person or entity (the "Buyer").  Any pre-printed terms contained or referenced on the Buyer's purchase order or similar instrument, whether contradictory to the terms appearing herein or otherwise, are rejected by the Seller.  All orders shall be subject to the Terms and the Terms may not be added to, modified, superseded, waived or otherwise altered except by a written instrument signed by an authorized officer of the Seller. 


2.  Prices.  Unless otherwise specified in an invoice issued by the Seller (the "Invoice"), prices do not include shipping and any applicable sales tax, which are the sole responsibility of and shall be paid by the Buyer.


 3.  Terms of Payment.  Unless otherwise agreed to in writing by the parties, all orders shall be paid in full upon the Buyer's receipt of the Invoice and prior to delivery of the Products.  The Seller will not begin production of any Custom Products until it has received a deposit from the Buyer equal to 70% of the total purchase price of the Products ordered by the Buyer.  Additionally, the Seller routinely requires the Buyer to make additional advance deposits and payments during the course of design and manufacture.  No refunds of any deposits or other payments made to the Seller will be provided after the Seller has commenced production of the Custom Products to the fullest extent permitted by applicable law, except if the Seller is unable to provide the Products for reasons not caused by the Buyer. 


 4.  Ownership.  Except for the Buyer Materials (as defined below), the Seller shall own all worldwide right, title and interest in and to the designs, patterns, logos, artwork, proofs, and vector files for the Products (collectively, "Designs"), including all worldwide intellectual property rights to the same, including without limitation, all United States and worldwide patents, patent applications, copyrights, trademarks, service marks, trade secrets, rights of publicity and other proprietary rights.  No Products or Designs shall be considered in any respect a "work made for hire" under the U.S. Copyright Act.


5.  Limited Warranty.  The Seller warrants that the Products shall be free from defects in material and workmanship regarding design and numbering.  The Seller's sole obligation under the warranty shall be to replace any defective Products provided that (a) Buyer delivers written notice of defectiveness hereunder to Seller within 10 days after the date of shipment of the Products to the Buyer, (b) Buyer returns the Products to the Seller's facility, and (c)  after examination the Products are determined by the Seller to be defective.  The Seller assumes no liability for damages to the Products resulting from use, negligence, abuse, maintenance or alteration.  The Seller also assumes no liability for delays resulting from third party shipping carriers and will not be held responsible for any such delay.


We do not warrant exact color matching. We will do our best to match colors per the Buyers request and across products but we cannot be held responsible for inherent variations that occur during the manufacturing process which are out of our control.  
     


6.  Disclaimer.  EXCEPT FOR THE LIMITED WARRANTY IN SECTION 5, ALL PRODUCTS ARE PROVIDED "AS-IS" AND THE SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PRODUCTS OR TO ANY DELIVERY SCHEDULES, NONE OF WHICH ARE GUARANTEED. THE SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  

   

7.  Limitations of Liability & Damages. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT OR OTHERWISE, REGARDLESS OF WHETHER THE SELLER HAD NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.  The Buyer's sole and exclusive remedy for any claim or damage arising from or otherwise related to this Agreement, whether in contract or in tort, shall be limited to the Seller, in its sole discretion,either replacing any defective Products pursuant to Section 5 above or returning to the Buyer the amount paid to the Seller for the defective Products.


8.  Indemnification.  The Buyer shall indemnify, defend and hold the Seller and its officers, directors, employees and shareholders harmless from and against any and all claims, liabilities, damages, debts, settlements, costs, attorneys' fees, and expenses of any kind or nature relating to or arising from (a) the use of the Products, (b) claims made by third parties relating to the Products, (c) injuries (including death) to any person or damage to any property however caused arising from or related to the Products, or (d) claims relating to infringement of trademark, copyright or other intellectual property rights arising out of or related to graphics, images and logos provided by the Buyer (collectively, the "Buyer Materials").


 9. No Cancellation nor Refunds.  Custom orders may not be cancelled after being submitted to the Seller except upon the written consent of the Seller which may be withheld or conditioned in the Seller's sole discretion.  There will be no refunds of deposits once production has started.


 10. General. This Agreement shall be governed by the laws of the State of California, without regard to the conflict-of-laws provisions of such state.  The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of California and any United States District Court situated in the State of California for the purpose of construing and enforcing this Agreement.  Failure by a party to require performance by the other party or to claim a breach shall not be construed as a waiver of any right.