TERMS AND CONDITIONS OF VSTITCH

Welcome to VSTITCH! These terms and conditions (“Terms”) govern your use of the VSTITCH website and any products or services provided by VSTITCH. By using our website or any of our products or services, you agree to be bound by these Terms.

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GENERAL TERMS

  • Eligibility: To use VSTITCH services, you must be at least 18 years old, or the legal age of majority in your jurisdiction (if different), and have the legal capacity to enter into a binding contract with VSTITCH.
  • Acceptance of Terms: By using VSTITCH services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.
  • Changes to Terms: VSTITCH may modify these Terms at any time, in its sole discretion. Your continued use of VSTITCH services following any such modification constitutes your agreement to be bound by the modified Terms.
  • Termination: VSTITCH may terminate your use of our services at any time, without notice or liability, for any reason or no reason, in our sole discretion.

PRODUCTS AND SERVICES

  • Product Information: VSTITCH strives to provide accurate product descriptions, prices, and availability information. However, we cannot guarantee that all information is accurate, complete, or current. In the event of an error, we reserve the right to correct the error and revise your order accordingly.
  • Orders: When you place an order with VSTITCH, you agree to pay the full amount of the order, including any shipping fees, taxes, or other charges. VSTITCH reserves the right to cancel any order for any reason or no reason.
  • Shipping and Delivery: VSTITCH will use reasonable efforts to ship your order promptly. However, we are not responsible for any delays or other problems that may arise during shipping or delivery.
  • Returns and Refunds: VSTITCH offers a 3-day return policy for most products. Please refer to our Return Policy for more information.

PROTOTYPES AND SAMPLES

  • The Supplier may provide or allow a customer to order one unit of a new design, defined by a single style/colour/size of a product, at a maximum order quantity of one unit, for the purposes of clarification of new designs to be in conformance with the design specification supplied by you (Prototype).
  • Prototypes are non refundable in any circumstance, regardless of quantity ordered or design variation.
  • The Supplier gives no warranties or guarantees as to the fit, form, function, quality or design of any Prototype.
  • No warranty or guarantee as to the fit, form, function, quality or design of any Goods, in respect of an Order, shall be given if a Prototype has not been ordered and agreed in respect of the new design against the Specification provided by the customer.
  • Complimentary or pre production samples (Samples), may be provided by the Supplier whilst the Goods are in pre production or development.
  • The Supplier shall not commence manufacture of the Goods until the Customer has:
    • Communicated its approval of the Samples to the Supplier in writing (such approval not to be unreasonably withheld or delayed);
    • Provided the Supplier with all information, including, but not limited to, sizing, designs and references, relating to the Goods to enable the Supplier to complete the Order.
  • The Customer’s approval of the Samples constitutes irrevocable confirmation that the Goods manufactured in conformity with the Samples (or differing only within normal industrial limits/tolerance) will comply with the Specification.
  • The Customer may request additional Samples be produced, the Supplier shall advise the Customer of any costs associated with producing additional Samples.
  • Any physical items sent to vstitch by the Customer for use in the production process are sent at the sole risk of the Customer, and no warranties or guarantees can be provided that physical items can be returned.
  • Any physical items sent to vstitch by the Customer which are able to be returned, are to be returned at the expense of the Customer.

DELIVERY

  • The Supplier shall ensure that:
    • Each delivery of the Goods is accompanied by a delivery note that shows the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any);
    • if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
  • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
  • Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
  • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods, provided that, the Supplier’s liability shall never be greater than the limit contained within clause 9.3. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
    • The Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
  • If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
  • If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall, at its sole discretion, if a shortfall of Goods was delivered, either (i) provide such additional number of Goods to the Customer to make up any shortfall, or, (ii) make a pro rata adjustment to the invoice for the Goods, and in the case of an excess the Supplier shall make a pro rata adjustment to the invoice for the Goods.
  • The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

PRICE AND PAYMENT

  • The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
  • The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
    • Any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
    • Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;
    • Any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
  • The price of the Goods:
    • Excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;
    • Excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer;
    • Excludes the costs of any such import or export duties and taxes which will be the responsibility of the Customer.
  • The Supplier shall invoice the Customer for the Goods on or at any time after its acceptance of the Order, the Supplier shall not dispatch any Goods until it has received payment if full for the Goods.
  • The Customer shall pay each invoice submitted by the Supplier:
    • In accordance with the terms agreed in the sales order, or, any credit terms agreed by the Supplier and confirmed in writing to the Customer;
    • In full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract, the Supplier shall not manufacture, produce or dispatch any Goods until payment has been received in full.
  • All amounts due under the Contract shall be paid in full without any set-off, counterclaim or deduction.

INTELLECTUAL PROPERTY

  • Ownership: VSTITCH retains all rights, title, and interest in and to our website, products, and services, including all intellectual property rights.
  • Trademarks: The VSTITCH name and logo are trademarks of VSTITCH. You may not use these trademarks without our prior written permission.
  • Copyrights: All content on our website, including text, graphics, logos, images, and software, is the property of VSTITCH or its licensors and is protected by copyright law. You may not reproduce, modify, distribute, or display any content on our website without our prior written permission.

LIMITATION OF LIABILITY

  • No Liability for Consequential Damages: VSTITCH will not be liable for any indirect, special, or consequential damages arising out of or in connection with your use of our website, products, or services, including but not limited to lost profits, loss of data, or loss of use.
  • Limitation of Liability: VSTITCH’s total liability arising out of or in connection with your use of our website, products, or services will not exceed the amount paid by you for the applicable product or service.

INDEMNIFICATION

  • You agree to indemnify, defend, and hold harmless VSTITCH and its officers, directors, employees, agents, and affiliates from and against any claims, actions, demands, damages, or other liabilities, including reasonable attorneys’ fees, arising out of or in connection with your use of our website, products, or services.

PRIVACY

  • Information Collection: VSTITCH collects certain information about you when you use our website, products, or services. Please refer to our Privacy Policy for more information about how we collect, use, and protect your information.
  • Marketing Communications: By using VSTITCH services, you agree to receive marketing communications from us. You may opt-out of these communications at any time by following the unsubscribe instructions provided in the communication.

GOVERNING LAW

  • These Terms will be governed by and construed in accordance with the laws of [insert country or state]. Any legal action or proceeding arising out of or in connection with these Terms will be brought exclusively in the courts.

MISCELLANEOUS

  • These Terms constitute the entire agreement between you and VSTITCH regarding your use of our website, products, and services.
  • VSTITCH’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
  • If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
  • You may not assign or transfer these Terms, in whole or in part, without VSTITCH’s prior written consent. VSTITCH may freely assign or transfer these Terms, in whole or in part, without your consent or notice to you.
  • If you have any questions or concerns about these Terms, please contact us at [email protected].