1. Applicability of Terms

These Purchase Terms and Conditions (these "Terms") apply to all quotes, proposals, purchase orders, invoices, online orders, order confirmations, and sales of custom or standard products by GreenGear® Supply Company Inc. ("Seller") to the purchaser or customer identified in the applicable order document ("Buyer"). Buyer agrees to these Terms by signing or accepting a quote, issuing a purchase order, submitting payment, approving artwork or mockups, accepting delivery, or otherwise proceeding with an order.
 

2. Order Documents; Conflict

The applicable quote, proposal, invoice, order confirmation, or statement of work will describe the products, quantities, pricing, taxes, shipping estimates, payment schedule, and any special order details. If there is a conflict between these Terms and an applicable quote or order document, the quote or order document will control as to product description, quantity, price, taxes, shipping estimate, and payment schedule. These Terms will control as to all general legal and commercial terms unless expressly modified in a writing signed by Seller.

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3. Product Specifications

Seller agrees to provide the products described in the applicable quote or order document. Any changes to product specifications, artwork, quantity, packaging, delivery location, timing, or other order requirements must be approved by Seller in writing and may result in changes to pricing, timing, shipping, taxes, duties, or other charges.

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4. Custom Orders; Standard Orders Over $2,000; Final Sale; Non-Cancellable and Non-Refundable

Because custom products are made specifically for Buyer, all custom orders are non-cancellable and non-refundable once Buyer has approved mockups, artwork, specifications, packaging, production details, or once Seller has incurred costs for materials, production, customization, logistics, or related order preparation. In addition, unless Seller expressly agrees otherwise in writing or applicable law requires otherwise, all sales of standard or stock products in an order totaling more than $2,000 are final, non-cancellable, and non-refundable. Products purchased for event, seasonal, weather-related, promotional, contingency, or "just in case" use may not be returned or refunded due to non-use, changed circumstances, weather conditions, event cancellation, over-ordering, or Buyer no longer needing the products. Seller's sole obligation for products that are timely reported and verified as materially defective or materially nonconforming is limited to the remedies expressly stated in these Terms.

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5. Mockups, Artwork, Branding, and Buyer Approval

Buyer is responsible for carefully reviewing and approving all mockups, proofs, artwork, logos, trademarks, branding materials, spelling, grammar, sizing, placement, colors, packaging, product details, and specifications before production. Once approved by Buyer, the approved mockups, proofs, artwork, packaging, and specifications will be used for production. Seller is not responsible for errors, omissions, design choices, placement issues, color selections, trademark issues, or other matters that were approved by Buyer or included in Buyer-provided materials.

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6. Manufacturing and Commercial Tolerances

Buyer acknowledges that minor variations in color, shade, size, material, texture, packaging, imprint placement, finish, or other manufacturing characteristics may occur in custom manufacturing and will not constitute defects or nonconformities, provided the products are commercially reasonable and substantially conform to the approved specifications. Buyer further acknowledges that screen displays, digital proofs, and physical production runs may vary.

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7. Pricing and Payment Terms

a) Price: The agreed-upon price for the products is stated in the applicable quote, invoice, or order document and is in U.S. dollars unless otherwise expressly stated. Buyer is responsible for all applicable sales, use, value-added, excise, GST/HST/QST, import, customs, duties, tariffs, governmental charges, bank fees, wire fees, currency conversion fees, and similar amounts, except to the extent expressly included in the applicable quote.

b) Payment: Unless otherwise stated in the applicable quote or order document, Buyer shall pay 50% upon order confirmation and 50% net-30 after each delivery. An invoice will be issued after each delivery, and Buyer will have thirty (30) days to pay.

c) Late Payment: Any late payment is subject to a 1.5% late fee, applied to the outstanding balance per month and prorated per day. Upon a default by Buyer, it may become necessary for Seller to refer Buyer's account to a collection agency and/or attorney for collections. If Buyer's account is referred to a collection agency and/or collection attorney for collections, Buyer agrees to be liable for collection or attorney fees in the amount of 25% of the balance placed for collections plus late fees, to the extent permitted by applicable law. Seller may also suspend performance, withhold delivery, and/or require payment in advance for future orders while amounts remain overdue.

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8. Shipping, Delivery, Receipt of Shipment, and Logistics Charges

Shipping charges stated in a quote are estimates unless expressly stated as fixed. Buyer is responsible for shipping, freight, customs, duties, tariffs, taxes, remote delivery charges, warehousing or holding charges, loading dock issues, wait-time fees, address changes, failed delivery attempts, special handling, and other logistics charges to the extent not included in the applicable quote. Additional shipping or logistics charges may be billed separately at cost or at the applicable carrier/provider rate. Seller is not responsible for carrier delays, customs delays, port delays, or delivery issues outside Seller's reasonable control.

For palletized, freight, warehouse, loading dock, third-party logistics, or other bulk deliveries, signature or acknowledgement by Buyer, Buyer's warehouse manager, loading dock personnel, employee, agent, representative, freight forwarder, third-party logistics provider, mailroom, building staff, or other receiving party at the delivery location constitutes receipt by Buyer. Buyer is responsible for ensuring that receiving personnel inspect deliveries upon arrival, confirm carton/pallet counts, note visible damage, shortages, or discrepancies on the bill of lading, proof of delivery, or carrier receipt, and promptly secure delivered products. Failure of Buyer's receiving personnel to inspect at the time of delivery does not delay receipt, transfer risk back to Seller, or extend the inspection period stated in these Terms. Products signed for or acknowledged at delivery will be presumed delivered in the quantity and condition stated by the carrier unless Buyer provides written notice with supporting photographs and documentation within forty-eight (48) hours for visible shipping damage, pallet/carton shortages, or delivery discrepancies. Seller is not responsible for products lost, misplaced, damaged, or mishandled after receipt at Buyer's delivery location or by Buyer's receiving party.

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9. Delivery Timing; Lead Times

Production, shipping, and delivery dates are estimates unless expressly stated in writing as firm deadlines. Seller will use commercially reasonable efforts to meet agreed timelines, but Seller will not be liable for delays caused by suppliers, manufacturers, carriers, customs, ports, labor issues, raw material shortages, Buyer delays, changes requested by Buyer, force majeure events, or other circumstances outside Seller's reasonable control.

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10. Risk of Loss; Title

Risk of loss or damage to products passes to Buyer upon delivery to Buyer, Buyer's designee, the delivery location, or the carrier, as applicable under the order terms. Title passes to Buyer upon Seller's receipt of full payment for the products, unless otherwise stated in the applicable order document.

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11. Quantity Variances

For custom orders, Buyer acknowledges that final production quantities may vary by up to +/- 10% from the ordered quantity unless otherwise stated in the applicable quote. The final invoice may be adjusted based on the final delivered quantity, and Buyer shall pay for the final delivered quantity within the permitted variance.

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12. Inspection and Acceptance

Buyer shall inspect the products within seven (7) days after receipt and shall notify Seller in writing of any claimed material defect, shortage, or discrepancy within that period. Buyer's notice must include reasonable detail and supporting photographs or documentation. Visible shipping damage, pallet/carton shortages, or delivery discrepancies must be reported within forty-eight (48) hours as stated above. If Buyer does not provide timely written notice, the products will be deemed accepted. Seller's sole obligation for timely reported and verified material defects or material nonconformities will be, at Seller's option, repair, replacement, credit, or refund for the affected products only.

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13. Intellectual Property

Seller retains all rights, title, and interest in and to its products, designs, concepts, materials, know-how, templates, processes, supplier relationships, trademarks, trade names, and other intellectual property, except to the extent expressly agreed in writing. Buyer retains ownership of trademarks, logos, artwork, and branding materials supplied by Buyer. Buyer grants Seller a limited, non-exclusive license to use Buyer-provided materials solely to fulfill the order and, unless Buyer objects in writing, to photograph or reference completed products for Seller's portfolio, marketing, or promotional purposes.

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14. Buyer-Provided Materials; Rights Clearance

Buyer represents and warrants that Buyer has all rights, licenses, and permissions necessary for Seller to use any artwork, trademarks, logos, names, slogans, images, copy, designs, or other materials provided by Buyer. Buyer shall indemnify, defend, and hold Seller harmless from any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from Buyer-provided materials or alleged infringement, misappropriation, or violation of third-party rights.

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15. Confidentiality

Each party shall maintain the confidentiality of the other party's non-public, proprietary, or sensitive information disclosed in connection with an order, including pricing, financial terms, product specifications, trade secrets, business strategies, customer information, supplier information, and other confidential business information. Pricing and financial terms may not be disclosed to third parties without Seller's prior written consent, except to professional advisors, affiliates, financing sources, or as required by law, provided such recipients are informed of the confidential nature of the information. These confidentiality obligations survive completion or termination of the order.

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16. Limited Warranty Disclaimer

Except as expressly stated in these Terms, Seller disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing or usage of trade. Buyer acknowledges that custom products are produced based on approved specifications and Buyer-provided or Buyer-approved materials.

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17. Limitation of Liability

Seller's total liability arising out of or relating to any quote, order, product, delivery, delay, defect, or dispute will not exceed the amounts actually paid by Buyer for the affected products. In no event will Seller be liable for indirect, incidental, consequential, special, punitive, exemplary, or lost-profit damages, including lost revenue, business interruption, loss of goodwill, reputational harm, or Buyer's downstream obligations to third parties.

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18. Buyer Indemnity

Buyer shall indemnify, defend, and hold Seller harmless from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Buyer-provided materials, Buyer's resale or distribution of products, Buyer's instructions or specifications, or Buyer's misuse or modification of products.

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19. Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, epidemics, labor disruptions, strikes, war, terrorism, civil unrest, governmental actions, embargoes, customs delays, supplier delays, manufacturer delays, raw material shortages, transportation delays, carrier failures, port delays, cyber incidents, power outages, or other supply chain disruptions. The affected party's performance will be excused for the duration of the event and for a reasonable recovery period.

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20. Taxes; Use Tax; Compliance; Export/Import

Buyer is responsible for complying with laws, regulations, import requirements, product use requirements, resale requirements, and labeling or distribution obligations applicable to Buyer's receipt, use, resale, or distribution of the products, except to the extent expressly assumed by Seller in writing. Buyer shall provide accurate delivery, tax, customs, exemption, resale certificate, and import information as reasonably requested by Seller. If Seller does not collect sales tax, use tax, or similar taxes on an order, Buyer remains responsible for determining, self-assessing, reporting, and remitting any applicable use tax, sales tax, or similar tax directly to the appropriate taxing authority, unless Buyer provides a valid exemption or resale certificate. Seller's failure to collect tax does not relieve Buyer of any tax obligations imposed by applicable law.

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21. Governing Law; Venue

These Terms and any related quote, order, invoice, or dispute will be governed by the laws of the State of New York, without regard to conflict-of-law rules. Any dispute shall be brought exclusively in the state or federal courts located in New York County or Nassau County, New York, and each party consents to such jurisdiction and venue.

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22. Entire Agreement; Amendments

These Terms, together with the applicable quote, order document, invoice, and any written amendments signed by Seller, constitute the entire agreement between the parties regarding the applicable order and supersede prior or contemporaneous discussions, proposals, emails, and understandings regarding that order. Any amendment or waiver must be in writing and signed by Seller. Seller may update these standard Terms from time to time for future orders.

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23. Website Terms; Acceptance by Link; Separate Online Store Terms

Seller may post these Terms on its website or on a non-public or unlisted webpage that is accessible through a link provided in a quote, proposal, invoice, order confirmation, checkout page, email, or other order document. A linked version of these Terms will apply if the link is reasonably available to Buyer before or at the time Buyer accepts the quote, issues a purchase order, pays an invoice, approves artwork, or otherwise proceeds with the order. Buyer's acceptance of a quote, issuance of a purchase order, payment of an invoice, approval of artwork, or acceptance of products constitutes acceptance of the Terms linked or incorporated into that order, unless Seller expressly agrees in writing to different terms.

Seller may maintain separate website terms, checkout terms, return policies, privacy policies, or other online terms for direct website orders. Unless expressly stated otherwise, these Purchase Terms apply to quote-based, invoice-based, wholesale, custom, bulk, B2B, and other non-standard orders, and any separate website or checkout terms apply only to direct website orders placed through Seller's online store. If both sets of terms could apply to the same order, the terms expressly incorporated into the applicable quote, invoice, order confirmation, or checkout process will control.

Version 1.0; effective July 15, 2026