Terms and Conditions of Purchase
TerraSlate Inc. Terms and Conditions of Sale
1. Applicability. ALL TRANSACTIONS FOR THE SALE OF GOODS AND/OR DESIGN SERVICES (collectively, “Products”) FROM TERRASLATE INC. (“Seller”) ARE GOVERNED BY THESE TERMS AND CONDITIONS OF SALE (“Terms”), regardless of whether these Terms are (a) attached to Seller’s invoice or quote, (b) posted on Seller’s website, or (c) delivered separately, and shall be deemed irrevocably accepted by Buyer upon the earliest of Buyer’s (i) issuance of a purchase order to Seller, (ii) receipt of THE Product, or (iii) payment for THE Product. ANY PROPOSAL CONTAINING DIFFERENT OR ADDITIONAL TERMS ARE HEREBY OBJECTED TO AND DISALLOWED. These Terms prevail over any of Buyer's general terms and conditions of purchase or purchase orders.
2. Consumers; Scope. In these Terms, “Consumer” means a Buyer who purchases Products primarily for personal, family, or household purposes, and “Business Buyer” means any other Buyer. These Terms apply to both, except that: (a) any provision that cannot lawfully be applied to a Consumer applies to a Consumer only to the maximum extent permitted by law; (b) nothing in these Terms waives, limits, or disclaims any right or remedy of a Consumer that cannot be waived, limited, or disclaimed under applicable law, including applicable consumer-protection, warranty, and privacy laws; and (c) provisions expressly stated to apply to Business Buyers do not apply to Consumers. Where these Terms conflict with a mandatory consumer-protection law, that law controls for Consumers. All orders are offers to buy that are subject to Seller’s acceptance; Seller may decline or cancel an order, including for pricing or availability errors, and will refund any amount charged for a cancelled order.
3. Price and Payment. Buyer shall (a) purchase the Products from Seller at the prices set forth on Seller’s website or in Seller’s invoice, if any. Buyer shall pay all prices prior to Seller’s shipment of the Products, (b) make all payments hereunder by wire transfer, check, or direct deposit and in US dollars, (c) pay interest on all late payments at the lesser of the rate of 3% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, and (d) reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval. In addition to all other remedies available at law or in equity, Seller shall be entitled to suspend the delivery of any Products until Buyer pays all prices to Seller. Acceptance of any order is subject to final credit approval by Seller. Seller reserves the right to cancel any sale if Seller deems Buyer unable to pay for any Products. Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Buyer, either generally or with respect to a particular purchase order, and may require cash payments in advance or security satisfactory to Seller. For Consumers, subsection (c) (late-payment interest) and the no-set-off and no-deduction provisions of this Section apply only to Business Buyers; any late-payment interest charged to a Consumer shall not exceed the maximum rate permitted by applicable law.
4. Shipping and Taxes. Buyer shall pay the costs of delivery of the Products. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall pay all such taxes and other charges to the applicable Government Authority when due.
5. Title and Risk of Loss. Title to the Products shall transfer to Buyer upon the later of (a) the date Seller is paid in full for the Products, and (b) the date Seller ships the Products. Risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the Products, transfers to Buyer F.O.B. Seller’s facility. For Consumer orders, notwithstanding the foregoing, title and risk of loss pass to the Buyer upon delivery of the Products to the Buyer, consistent with applicable consumer law.
6. Indemnification Generally. To the maximum extent provided by law, Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, and its and their respective officers, directors, shareholders, members, partners, and employees, and the successors and assigns of all of the foregoing (collectively, “Seller Group”) from and against any and all claims, demands, actions, losses, costs, expenses, liabilities, damages, fines, and penalties, including court costs, attorneys’ and professionals’ fees and expenses, and other litigation or settlement expenses (“Claims”) sustained or incurred by a member of Seller Group, arising out of or in connection with (a) a negligent or wrongful act or omission of, or a breach of the representations, warranties, or covenants of this Agreement by, Buyer or its personnel or subcontractors, (b) any content printed on the Product, including, but not limited to, logos, trademarks, photos, files, illustrations, and written content (“Works”), (c) any Works supplied by Buyer in connection with any design services (“Design Services”), or (d) any Works included in the Design Services (i) at Buyer’s direction or (ii) otherwise approved by Buyer. For Consumers, this Section applies only to third-party claims arising from Works or Materials the Consumer supplies or approves, only to the extent permitted by law, and in no event requires a Consumer to indemnify any member of Seller Group for its own negligence or willful misconduct.
7. Infringement. To the maximum extent provided by law, Buyer shall indemnify, defend, and hold harmless Seller Group from and against any and all Claims sustained or incurred by a member of Seller Group, arising out of, or in connection with, any allegation that the Materials, the Design Services, any content printed on the Product, or the printed Product infringes, misappropriates, or violates the Intellectual Property Rights of any third party. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright, trademarks, service marks, business names. domain names, rights in get-up and trade dress, goodwill, the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. As to Consumers, this Section applies only to the extent permitted by applicable law.
8. Design Services. Buyer acknowledges that Seller’s ability to provide the Design Services is dependent upon the full and timely cooperation of Buyer (which Buyer agrees to provide), as well as the accuracy and completeness of the design specifications provided by Buyer. Accordingly, Buyer shall provide Seller with access to, and use of, all designs, information, data and documentation (“Materials”) reasonably required by Seller for the performance of the Design Services. Buyer shall be responsible for the accuracy and completeness of such Materials. All Intellectual Property Rights in a Product that are not Materials shall be the property of Seller, and Seller hereby grants Buyer a non-exclusive license of such Intellectual Property Rights for the purpose of utilizing the Products.
9. License. Buyer hereby grants to Seller a non-exclusive, royalty-free, fully paid-up, transferable, irrevocable, worldwide license to the Product purchased by Buyer (including all content contained therein, such as the Works used in the content printed on the Product), the Materials, and the Works resulting from the Design Services for any and all purposes, including for the purposes of Seller performing its obligations under this Agreement, Seller’s online and print advertising and marketing, including within sample packets provided by Seller to prospective buyers. Notwithstanding the foregoing, Seller's license to the Products, Materials, and Works is limited to performing Seller's obligations for the Buyer's order and providing related support. Seller will not use the Buyer's content — including uploaded artwork, files, and any content identifying an individual — in its advertising or marketing without the Buyer's prior consent, which for Consumers and for individuals in the EEA or the UK must be affirmative (opt‑in). Seller may display physical samples of the finished Products it produces in sample packets and showrooms unless the Buyer requests otherwise.
10. DMCA. If Buyer believes any content on Seller’s website infringes Buyer’s copyright or trademark rights, Buyer may request such content be removed by following the notice and take-down procedures of the Digital Millennium Copyright Act. To follow those procedures, contact Seller’s copyright agent (identified below) and provide the following information: (a) a clear statement identifying the works or content believed to be infringed, (b) a statement from the copyright holder or authorized representative that the content are believed to be infringing, (c) sufficient information about the location of the allegedly infringing content so that Seller can find and verify its existence, (d) Buyer’s name, telephone number and email address, (e) a statement from Buyer under penalty of perjury that the information supplied is accurate, and that Buyer is authorized to act on the copyright owner's behalf, and (f) a signature or the electronic equivalent from the copyright holder or authorized representative. Seller’s agent for notice of copyright issues on the website can be reached as follows: TerraSlate Inc., Attn: Legal Department, 2795 S Broadway, Englewood, CO 80113.
11. DISCLAIMER OF WARRANTIES. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR THE DESIGN SERVICES, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PRODUCTS AND DESIGN SERVICES SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY SELLER IN WRITING. SELLER’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS AND DESIGN SERVICES. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS AND DESIGN SERVICES PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES. The foregoing disclaimer and the repair-or-replacement remedy apply to the maximum extent permitted by law. Nothing in this Section disclaims or limits any warranty or remedy that may not lawfully be disclaimed or limited as to a Consumer, and a Consumer’s non-waivable statutory rights are not affected. If Seller provides a written warranty to a Consumer, the implied-warranty disclaimer does not apply to that Consumer to the extent the Magnuson-Moss Warranty Act so requires.
12. Certification of Copyright Ownership, Authorization, and Indemnity. Buyer certifies to Seller that all prints, designs, logos, trademarks, photos, files, illustrations, and written content supplied by Buyer or Buyer’s representative (the “Buyer Works”) to Seller (a) do not infringe, misappropriate, or otherwise violate any IP Right, and (b) are owned by Buyer. “IP Right” means patent, utility model, rights to invention, copyright, trademark, service mark, business name, domain name, right in get-up and trade dress, goodwill, the right to sue for passing off or unfair competition, right in design, database right, right to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and any other intellectual property right, in each case whether registered or unregistered and including any application and right to apply for and be granted, renewal or extension of, and right to claim priority from, such right and all similar or equivalent right or form of protection which subsist or will subsist now or in the future in any part of the world. Buyer grants to Seller non-exclusive, royalty-free, fully paid-up, transferable, irrevocable, worldwide license to the Buyer Works (including all content related thereto) for the purposes of Seller performing the print and design services and its online and print advertising and marketing. Buyer will defend, indemnify, and hold harmless Seller Group from and against all losses, expenses, liabilities, damages, fines, and penalties, including court costs, attorneys’ and professionals’ fees and other litigation and settlement expenses, arising out of or relating to any claim that a Buyer Works and printed on Seller product or used in connection with any design services provided by Seller or marketing or advertising material of Seller infringes, misappropriates, or otherwise violates any IP Right of any other person or entity. The license granted in this Section is subject to the limitation on advertising and marketing use set forth in the License Section above.
13. LIMITATION OF LIABILITY. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of the applicable Product or Design Service, as applicable, shall be greater in amount than the purchase price paid by Buyer to Seller for the Products or Design Service, as applicable in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS OR DESIGN SERVICES SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS OR DESIGN SERVICES SOLD HEREUNDER. Nothing in this Section limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by Seller’s negligence, for fraud, or for any other liability that may not lawfully be limited; and as to Consumers this Section applies only to the extent permitted by law.
14. Inspection. Buyer shall inspect the Products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Buyer to provide Seller with written notice of a claim within 10 days from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such Products. This 10-day inspection-and-claim requirement applies only to Business Buyers and does not limit any non-waivable rights of a Consumer or any return rights under the Returns and Refunds Section.
15. Returns and Refunds. Except as required by applicable law and as set forth in Seller’s Refund Policy (https://www.terraslate.com/pages/return-policy?_pos=1&_sid=328501c36&_ss=r) (incorporated by reference): unused Products in original condition may be returned within 30 days of delivery; custom-printed items, made-to-order colored stock, sale items, gift cards, and downloadable items are not returnable; and Products that are misprinted or defective due to Seller’s error will be replaced or refunded. Return shipping is the Buyer’s responsibility except where the return results from Seller’s error or applicable law provides otherwise. Nothing in this Section limits a Consumer’s non-waivable statutory rights, and if this Section and the Refund Policy conflict, the Refund Policy governs.
16. Excusable Delays. If the delivery by Seller of any Products covered hereby is prevented, restricted, or interfered with by reason of any event beyond the reasonable control of Seller, Seller shall be excused from making deliveries hereunder to the extent of such prevention, restriction, or interference, and Seller shall not be liable to Buyer for default or delay in performing.
17. Cumulative Remedies. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller.
18. Governing Law and Venue. These Terms shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the State of Colorado, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Any legal suit, action or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of Colorado in each case located in the City of Denver and County of Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. For Business Buyers, any suit arising out of or relating to these Terms must be commenced within one year after the cause of action accrues, to the extent permitted by law. Nothing in this Section deprives a Consumer of the protection of any mandatory law of the Consumer’s home jurisdiction or of any forum that applicable law makes available to the Consumer.
19. No Assignment. This contract between Buyer and Seller is not transferable or assignable by Buyer without the prior written consent of Seller. Any transfer or assignment in contravention of this Section shall be null and void.
20. Compliance with Laws; Export Laws. Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this contract. Buyer agrees to adhere to all applicable export and import laws and regulations with respect to the Products.
21. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate a sale with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under these Terms; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
22. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, data, business operations, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with the sale is confidential, solely for the use of performing the sale and may not be disclosed or copied unless authorized in advance by Seller in writing. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
23. Independent Contractor. The relationship between the parties is that of independent contractors. Nothing contained in these Terms or any Seller invoice shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
24. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
25. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of Seller’s invoice or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
26. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms with respect to a sale including, but not limited to, the following provisions: Price; Payment Terms, Confidential Information, Indemnification, Governing Law and Venue, and Survival.
27. Changes to These Terms. Seller may update these Terms prospectively by posting the updated version with a new effective date; the version in effect when Seller accepts an order governs that order. For material changes affecting an ongoing account, Seller will provide notice to the account holder.
28. Privacy. Seller’s collection and use of personal information is described in Seller’s Privacy Policy (https://www.terraslate.com/pages/privacy-policy), which is incorporated by reference and which addresses Seller’s practices under applicable privacy laws, including the Colorado Privacy Act. For individuals located in the European Economic Area or the United Kingdom, the Privacy Policy describes Seller’s processing of personal data consistent with the EU General Data Protection Regulation (GDPR) and the UK GDPR — including the legal bases for processing, data-subject rights (such as access, rectification, erasure, restriction, portability, and objection) and how to exercise them, and the safeguards used for international transfers of personal data. Nothing in these Terms waives or limits any right a data subject has under the GDPR, the UK GDPR, or other applicable privacy law that cannot be waived or limited.
29. Miscellaneous. Seller’s invoice or quote and these Terms are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. These Terms can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver by Seller of any of these Terms or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Terms. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Terms.
