PLEASE READ THESE TERMS OF SALE CAREFULLY BEFORE PAYING FOR YOUR ORDER (deposit or in full) FROM RIVEL ATHLETICS. PLEASE NOTE THAT THESE TERMS OF SALE INCLUDE THE ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. BY SUBMITTING YOUR PAYMENT (deposit or in full) YOUR AGREE TO ALL TERMS INCORPORATED HEREIN.
PROMOTIONAL PRODUCT MANUFACTURING AGREEMENT, TERMS AND CONDITIONS
WHEREAS, Rivel Athletics is in the business of manufacturing customized, tangible
goods featuring logos, trademarks or any other personalized artwork provided by a customer (the
WHEREAS, Rivel Athletics and Client desire to enter into an agreement for the
manufacture of personalized products whereby Rivel Athletics will manufacture products bearing
the Artwork provided by Client.
NOW THEREFORE, in consideration of the premises and mutual promises, covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
1. Products & Services
Rivel Athletics shall manufacture promotional and/or personalized products and items
containing Client’s Artwork (“the Product”). The Product will be personalized and is intended
purely as promotional items; therefore, Product that may have minor visual imperfections should
not be considered as defective or flawed items. Due to the nature of the production process, slight
variations and imperfections are not considered flaws. Variations in raw materials and production
equipment may also result in immaterial variations of size, shape, glaze, color, pock marks, etc.
These conditions are within acceptable industry standards. From time to time, some products may
differ in color, size, weight, or height, as the Product may come from different production facilities.
Client shall send Rivel Athletics purchase orders for the Product, including all Artwork, at
least 14 days prior to the In-Hand delivery date, if any is requested. Rivel Athletics shall send
Client an invoice confirming the quantities, pricing and In-Hand delivery date, if any, for the
Product. If no In-Hand delivery date is requested, Rivel Athletics shall fulfill orders as soon as
reasonably possible after receipt. No order is confirmed until issuance of an invoice by Rivel
Athletics. Rivel Athletics, in its sole discretion, may refuse to accept any Client order for any
reason or no reason at all.
Rivel Athletics shall provide the Client with a digital mockup (“e-proof”) of the requested
product featuring the artwork and product specifications for the item selected. Once an approval
is received, together with a payment (if applicable) the production process will take place, and no
amendments shall be accepted from that point forward. An approval means the Client has
thoroughly checked all information on the proof and agrees to it.
Rivel Athletics shall not be held responsible for an approved e-proof that contain errors
whether the error is the cause of Rivel Athletics or of the Client. Once a Client approves the eproof
they are effectively validating the e-proof to be correct in all respects. Rivel Athletics
strongly advises Client to carefully verify the e-proof and confirm with any other end-buyer (if
Rivel Athletics highly recommends Client order a physical sample of the requested product
(“pre-production sample”) prior to starting mass production. E-proofs are only a representation of
the Product and are designed for giving an idea of the placement, size and position of the Artwork
only. Actual colors may appear different on the final Product due to printing process. Colors may
vary based on monitor resolution, environmental factors, variations in manufacturers and should
be used for reference only. Pantone Marching System (“PMS”) color match of Product colors
cannot be guaranteed, and especially on dark colored items. If a PMS color was not provided to
Rivel Athletics, it will use a similar color from its “list of standard colors”.
Client is responsible for obtaining any needed licenses, permissions, authorizations for use
of any and all Artwork and shall, if requested by Rivel Athletics, provide proof of license,
ownership or any such permission for the use of the Artwork. Client agrees to hold harmless and
indemnify Rivel Athletics from and against any and all claims, lawsuits, costs, expenses (including
attorneys fees) and damages that arise from alleged improper use of a trademark, tradename, logo,
artwork, copyright, etc. on the Product, including but not limited to, claims relating to or arising
from misuse, infringement, dilution, misappropriation, unfair business practices, invasion of
privacy, violation of rights of right of publicity or other similar claims.
2. Shipment and Delivery
Unless otherwise specified in the invoice, Rivel Athletics shall pack, mark and ship the
Product in compliance with all standard applicable transportation regulations, good commercial
practice, and in a manner adequate to insure the safe arrival of the Product at the chosen
Under the terms of “FOB shipping point,” title of the Product passes to the Client at the
shipping point. Rivel Athletics’ responsibility over cargo or shipping issues end once Client or
their end-buyer accepts the shipment originated by Rivel Athletics, its shipping agent or its
Once the order is ready to ship out, Client shall receive an email with a “tracking number”
and the courier details used to ship the order. Choice of courier, number of airway bills, and
preparation of the cargo shall be determined by Rivel Athletics or its authorized shipping agents.
Rivel Athletics uses premium express courier such as UPS, FedEx and DHL; these couriers
provide customs clearance services for most overseas deliveries, should Client request a 3rd party
to do the customs clearance instead of the courier chosen by Rivel Athletics, Client shall relieve
Rivel Athletics for any liability related to (a) Delivery In-Hand date (b) duties, fees and payment
to a 3rd party service provider.
2.1 Delivery Time
Delivery time is the production time, plus the shipping time. For example, if a production
time is 7 days and shipping time is 4 days, then the delivery time is 11 days.
If the Client has a specific delivery time (“In-Hand date”), this information shall be stated on any
purchase order and must be confirmed by Rivel Athletics prior to placing the order.
If the In-Hand date was confirmed, then Rivel Athletics is responsible to meet such date,
excluding delays caused by delays in payment or force majeure circumstances that make
performance commercially unreasonable, inadvisable, commercially impracticable, illegal, or
impossible. If an In-Hand date was not requested, Rivel Athletics will fulfill the order consistent
with its order processing procedures.
2.2 Incomplete and/or Incorrect Shipping Address
Any extra charges due to an incomplete / incorrect shipping address shall be paid by the
Client. Rivel Athletics shall use the shipping address as shown on the purchase order provided by
client. It is Client’s responsibility to provide an accurate and complete shipping
address (including: full receiver’s company, name and contact number; street address, unit address
(if applicable), city, state and any other information applicable for a smooth delivery of the cargo).
2.3 Partial Shipments
In the event only a part of an order can meet the In-Hand date, Rivel Athletics shall divide
up the order and shipments. Rivel Athletics shall ship an initial batch with the number of units that
can meet the In-Hand date and ship the rest as soon as possible. Rivel Athletics shall be responsible
for the additional shipping charges.
2.4 Shipping Insurance
Although great precaution is taken during the packaging of each order, breakage does
sometimes occur during the shipping process. If a package arrives visually damaged, Client
shall send Rivel Athletics photographs of the damaged package and/or product immediately upon
receipt to email@example.com. Rivel Athletics shall file a complaint with the shipping
company for any resulting damage. Client acknowledges that the shipping company
responsibility ends once the cargo arrives at the delivery address; any damages caused thereafter
are not the responsibility of Rivel Athletics or the shipping company.
2.5 Import Duties and Taxes
In the event an import or duty tax is applied to an “overseas” shipment (a shipment
originated overseas and shipped to USA or Canada only), Rivel Athletics shall pay the duty/tax
within 7 working days of receipt of bill/invoice. Client shall forward such any such bill/invoice
via email or fax to their assigned account manager within 7 days of receipt. Client may also pay
the bill and request for reimbursement from Rivel Athletics. Rivel Athletics shall not be held
responsible for penalties or added expense caused by unpaid or late paid bills due to the failure of
the Client to present such bills on timely basis.
2.6 International Deliveries
For non-mainland United States delivery locations, Client must advise Rivel Athletics prior
to placing a purchase order and Rivel Athletics reserves the right to decline delivery to certain
2.7 International Customs
Rivel Athletics is not responsible for customs clearance, duties or any other aspect related
to the international delivery other than delivering the Product to the courier. Rivel Athletics is not
liable for any expenses caused due to customs procedures, including taxes and duties in a country
outside the United States.
3. Order Modifications
Once Client has approved the e-proof, no changes or amendments to the order will be
accepted, except as follows:
A) Amendments to quantity: If Client would like to increase the quantity of the Product for
the same order, a separate purchase order must be generated. Rivel Athletics cannot reduce the
quantity of the Product ordered once production has started.
B) Amendments to shipping instructions: Changes to the delivery address, after the order
was finalized, shall be submitted in writing and are subject to approval by Rivel Athletics. Any
approved revisions will require issuance of a revised purchase order including any additional
Rivel Athletics is not responsible for increased costs or expenses caused by shipping
amendments or instructions not provided by client in writing and on time.
All sales are FINAL. No cancellation shall be accepted after order processing has
4. Billing and Payment
Client shall submit payment in accordance with the payment terms specified on the invoice
issued by Rivel Athletics (e.g credit card, Net-30, check, etc.).
Client shall make payment in full and on time for the amount stated in the invoice. Rivel
Athletics reserves the right to cancel, hold or delay orders for late payment. Rivel Athletics will
not be responsible for any damages caused due to delays caused by late payment. Past due balances
will accrue interest at the rate of 1.5% per month (18% annually).
5. Returns and Refunds
Due to the nature of customized products, all sales are FINAL and no returns or refunds shall
be offered unless:
• 10% or more of the products in the order were received defective;
• Customization is substantially different from the one approved in the e-proof;
• Wrong products (either SKU or product attribute such as color, size, etc.) were received;
All claims for a return/refund must be reported promptly to Rivel Athletics and under no
circumstances after two calendar days after receipt of Product. Claims must be submitted in
writing by sending an email to Rivel Athletics. The email should specify the issue encountered
(e.g., wrong product, incorrect Artwork, incomplete order, defective items, etc) and digital
image(s) showing the problem. Multiple images must be sent if the problem exists on more than
one item. Rivel Athletics reserves the right to determine if the Product is defective due to any
error on its part.
If an order has been confirmed defective in compliance with Section 5, Rivel Athletics
shall give the Client the option of a refund or to replace the defective portion of the order. When
an error has been confirmed in compliance with Section 5, Rivel Athletics will process the
replacement order in compliance with the terms of the original order. Rivel Athletics will not
change the Product, the logo or Artwork when processing the replacement order.
If the quantity to be replaced is less than 10% of the entire order, Rivel Athletics reserves
the right to process a credit for that amount rather than redoing that portion. Similarly, Rivel
Athletics will only redo the affected Product over 10% when the order consists of more than 250
pieces. If the order consists of less than 250 pieces, Rivel Athletics reserves the right to issue a
credit for the affected Product. Replacement Product will ship via original shipment method. If
Client requires expedited shipping, Client will be responsible for those additional charges.
7. Limitation of Liability
Neither party will be liable to the other or to any third party for any consequential,
exemplary, punitive, incidental or indirect damages arising from a breach of this Agreement,
including, without limitation, lost profits or lost revenues. Company does not give any type of
warranty, express or implied, and to the fullest extent of the law DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Neither this Agreement, nor any of the rights or obligations under this Agreement, may be
assigned by either party without the prior written consent of the other. Notwithstanding anything
to the contrary in this Agreement, Rivel Athletics, may assign this Agreement in whole or in part
or any of its rights or obligations hereunder, upon written notice to customer, to an affiliate of
Rivel Athletics or a successor in interest, provided that any such assignment shall not release Rivel
Athletics from its obligations under this Agreement.
All provisions hereof relating to billing and payment, remedies, returns, refunds,
indemnification, limitation of liability and applicable law shall survive the completion of the
services or any earlier termination this Agreement.
If a court of competent jurisdiction determines that any provision of this Agreement is
invalid, illegal or unenforceable under any applicable statute or rule of law, such provision is to
that extent deemed omitted, and the balance of this Agreement remains in full force if the essential
terms and conditions of this Agreement for each party remain valid, binding and enforceable.
11. Force Majeure
Neither party shall be liable for failure or delay in performance of its obligations hereunder
(other than customer’s obligation to pay the fees for services provided) when such failures or delay
is caused by events or causes beyond the control of such party, including, without limitation, any
of the following events, acts of god, extreme weather, natural calamities, labor strikes or unrest,
terrorist attacks, government actions, power outages, pandemics, and disruptions in
communication lines and/or supply of raw materials. The party affected by the event of force
majeure shall immediately notify the other party in writing, providing all details regarding said
12. Applicable Law
This Agreement shall be governed by the laws of the state of California without giving
effect to any law or statutory provision which would require or permit the application of the laws
of another jurisdiction. Each party knowingly, voluntarily and intentionally submits to personal
jurisdiction in the State of California. The exclusive venue for any and all legal proceedings arising
from or relating to this Agreement shall be San Luis Obispo County Superior Court. All parties
waive their right to a trial by jury. Each party acknowledges that it has received the advice of
competent counsel. In the event of any dispute under this Agreement, the prevailing party in any
litigation shall be entitled to recover its attorneys’ fees and court costs from the other party.
In Witness Whereof, the undersigned have entered into this Agreement as of the date and
year of any said paid invoices.
PRODUCT WARNINGS AND DISCLAIMER OF WARRANTIES
Masks are not designed or intended to prevent, mitigate, treat, diagnose or cure any disease or health condition, including COVID-19/Coronavirus. Masks are intended for general public use only. They are non-sterile and are not intended for use in any clinical or surgical setting or where exposure to bodily or hazardous fluids may be expected, where the risk of exposure through inhalation is high, or near intense heat or flammable gas. Masks are not surgical masks, personal protective equipment, or filtering respirators (such as N95 masks). Masks are intended for adult use only. They should not be used by anyone with skin sensitivities or anyone who has trouble breathing or who is unconscious, incapacitated, or otherwise unable to remove the mask without assistance.
MASKS ARE SOLD “AS-IS” WITH ALL FAULTS, AND RIVEL ATHLETICS SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RIVEL ATHLETICS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION THAT MASKS WILL PREVENT INFECTION OR THE TRANSMISSION OF VIRUSES OR DISEASES. MASKS ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND ANY MEDICAL QUESTIONS SHOULD BE DIRECTED TO YOUR HEALTHCARE PROVIDER. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH THE BUYER. RIVEL ATHLETICS ASSUMES NO LIABILITY FOR INACCURACIES OR MISSTATEMENTS MADE BY THIRD-PARTY SELLERS.