Terms and Conditions of Sale

Last Updated: January 28, 2026

1. Acceptance of Terms

These Terms and Conditions apply to all quotations, offers, and sales of products by BrandedItems, Inc. (“Seller”) to its business customers (“Buyer”), including orders placed through vinglace.brandeditems.com. By placing an order, the Buyer agrees to be bound by these terms. Any attempt by the Buyer to insert additional or conflicting terms in a Purchase Order or other document is hereby rejected.

2. Artwork, Trademarks, and Intellectual Property

Warranty of Ownership: Buyer represents and warrants that it owns or has the legal right to use all logos, trademarks, and designs (“Artwork”) submitted for customization.
Indemnification: Buyer shall indemnify, defend, and hold BrandedItems, Inc. harmless from any and all claims, suits, or expenses (including attorney fees) arising from allegations of trademark or copyright infringement related to the Artwork provided by the Buyer.
Proof Approval: Seller will provide a digital mockup or “e-proof.” Production will not begin until the Buyer provides written approval. Seller is not responsible for errors (spelling, color, or layout) once a proof has been approved.
Promotional Rights: Unless otherwise specified in writing at the time of order, Buyer grants Seller a non-exclusive license to use images of the finished products for Seller’s marketing, website, and portfolio.

3. Production and Quantity Variances

Overruns and Underruns: Due to the nature of custom manufacturing, Seller reserves the right to ship and bill plus or minus 5% (+/- 5%) of the quantity ordered. Buyer will be invoiced for the actual quantity shipped.
Color Matching: Seller will attempt to match Pantone (PMS) colors as closely as possible. However, due to variations in substrates (plastic vs. fabric) and printing methods, an exact match cannot be guaranteed and minor variations are not considered defects.

4. Pricing and Payment

Currency: All prices are in U.S. Dollars.
Payment Terms: All orders require 100% prepayment. Production will not commence, and shipment will not be released, until full payment has been received and cleared.
Late Fees: Past due balances are subject to a late fee of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.
Taxes: Buyer is responsible for all applicable sales, use, or excise taxes unless a valid resale certificate is provided prior to billing.

5. Shipping and Risk of Loss

F.O.B. Shipping Point: All shipments are made F.O.B. Shipping Point. This means title and risk of loss pass to the Buyer once the goods are handed to the carrier.
Delivery Dates: While Seller makes every effort to meet “in-hand” dates, Seller is not liable for delays caused by carriers, customs, or Force Majeure events (weather, strikes, or supply chain interruptions).

6. Cancellations and Returns

Non-Cancelable: Once Artwork has been approved and production has commenced, orders for custom-branded products cannot be canceled.
Returns: Custom products may not be returned unless they are materially defective or differ significantly from the approved proof. Claims for defects must be made in writing to info@brandeditems.com within 5 business days of receipt.

7. Limitation of Liability

To the maximum extent permitted by law, BrandedItems, Inc. shall not be liable for any indirect, special, incidental, or consequential damages (including loss of profits). Seller’s total liability for any claim shall not exceed the purchase price paid for the specific goods giving rise to the claim.

8. Governing Law and Dispute Resolution

These terms are governed by the laws of the State of California. Any legal action related to these terms shall be brought exclusively in the state or federal courts located in Orange County, CA.