Terms of Sale
Last reviewed and updated: June 1, 2020
No Warranties; Exclusion of Liability
All goods sold by 3-Sheep and a Mill, LLC( 3-Sheep) are PROVIDED “AS-IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3-Sheep assumes no liability for results of the use of goods purchased from 3-Sheep, including, without limitation, their use in combination with other components, assemblies or products, or their suitability or unsuitability for a particular use or a particular environment. 3-Sheep neither undertakes to independently test nor makes any representation or warranty with respect to any manufacturer’s claims for performance for its products. Any warranty given by any other manufacturer or supplier of goods sold or of component parts thereof is assigned by 3-Sheep to the Buyer to the extent permissible under law and the terms of such warranty. WITHOUT LIMITING THE FOREGOING, 3-Sheep SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR PROFIT, OR FOR OTHER COLLATERAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.
Orders – Acceptance, Modification and Cancellation
All orders are subject to acceptance by 3-Sheep, and when so accepted shall constitute a contract. All orders are accepted subject to these Terms of Sale and, if Buyer is approved for purchasing on credit, subject to approval by 3-Sheep of the Buyer’s credit at the time of shipment. 3-Sheep’s acceptance of an order is conditioned upon the waiver by Buyer of any terms and conditions which differ from, vary from, or add to, these Terms of Sale, which shall constitute the entire agreement of the parties as to the subject matter hereof. The specifications applicable to goods sold by 3-Sheep shall be manufacturer’s specifications, unless Buyer shall have furnished different specifications and 3-Sheep shall have agreed in writing to such specifications. 3-Sheep reserves the right to make changes or substitutions in the items ordered without the prior approval of or notification to the Buyer, as long as such changes do not adversely affect form, fit or function requirements. Orders may not be altered or modified by the Buyer except with the written consent of 3-Sheep.
“3-Sheep” and the 3-Sheep logo, company name, service name, and any slogans that may appear on the 3-Sheep website are trademarks or registered trademarks of 3-Sheep and may not be copied, imitated or used, in whole or in part, without the prior written permission of 3-Sheep. All other trademarks, registered trademarks, product names and company names or logos not owned by 3-Sheep that may appear on the 3-Sheep website are the property of their respective owners.
ALL QUOTED PRICES ARE BASED ON THE CURRENT NET WHOLESALE PRICES IN U.S. FUNDS PREVAILING AT THE TIME OF QUOTATION. ALL PRICES ARE SUBJECT
TO CHANGE WITHOUT NOTICE AND THE PRICE CHARGED WILL BE THAT IN EFFECT AT THE TIME OF SHIPMENT. A minimum order charge may apply.
Customers without established credit approval from the 3-Sheep credit department should remit payment with the order. For Buyers approved by the 3-Sheep credit department, Buyer must pay within thirty (30) days of the invoice date. A service charge of 1-1/2% per month (18% per annum) or the maximum amount allowed by applicable law will be added to all past due invoices. Buyer is responsible for payment of all applicable sales, use or other taxes, whether local, state or federal, with respect to the goods purchased, or returning to 3-Sheep the properly completed and signed sales tax exemption form. Buyer is responsible for any import or export charges.
Shipping and Delivery
3-Sheep shall not be liable for delays in production or delivery due to causes beyond its control, including but not limited to acts of God, acts of Buyer, acts of civil or military authorities, priorities, fires, strikes, floods, epidemics, quarantines, war, delays in transportation and inability due to causes beyond 3-Sheep’s control to obtain necessary labor, materials or manufacturing facilities. A shipping date given by 3-Sheep is an estimated date. In no event shall 3-Sheep be liable to the Buyer for loss of use or profit or any other collateral, incidental, punitive, special or consequential damages resulting from delays in production or delivery, whether or not due to causes beyond 3-Sheep’s control.
3-Sheep will use its best judgment in packaging, packing, shipping and routing unless Buyer gives specific instructions with its order. In the event of shortage or damage incurred enroute, Buyer must make its complaint to the delivering transportation agency and file a claim against such agency. In the event of a shortage in packing, any claim against 3-Sheep must be made in writing within ten (10) days of receipt of the merchandise. All shipments are made F.O.B. shipping point, unless otherwise agreed to in writing by 3-Sheep. 3-Sheep’s responsibility for delivery ends with a signed bill of lading from the carrier. All risk of loss after 3-Sheep’s delivery to the carrier shall be borne by the Buyer.
Returns of Goods from Non-Special Purchase Orders
3-Sheep will accept returns of goods from non-Special Purchase Orders purchased from 3-Sheep for up to 30 days from the date of invoice, subject to the following conditions:
1. Buyer must obtain an authorization from 3-Sheep prior to the return of any goods;
2. All returns are subject to a restocking fee of 15% plus applicable freight
3. No returns on fabric will be allowed if the goods have been altered, cut or combined with any other goods
4. Goods must be returned in original packaging and be in the original condition
5. Buyer is responsible for the cost of return shipping to 3-Sheep, and for arranging the return shipment. 3-Sheep does not take title to returned items until the item arrives at a 3-Sheep facility. In no event shall the Buyer be entitled to any right of set-off against 3-Sheep.
3-SHEEP DOES NOT ACCEPT RETURNS OF GOODS FROM SPECIAL PURCHASE ORDERS. A Special Purchase Order is any order that requires 3-Sheep to obtain a quote from a manufacturer, or any order that requires 3-Sheep to place a custom order with a manufacturer.
If any goods or services ordered by Buyer are supplied by 3-Sheep in accordance with designs or specifications of the Buyer, and such goods are not 3-Sheep’s standard items or supplied in accordance with 3-Sheep’s standard processes, Buyer shall indemnify 3-Sheep from any expense, loss, damage or liability which may be incurred by 3-Sheep on account of any infringement or alleged infringement of any U.S. or foreign patent rights with respect to such goods or processes.
THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES HEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY BETWEEN 3-SHEEP AND BUYER ARISING FROM OR RELATING TO THIS AGREEMENT, SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
Buyer irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of Delaware for the resolution of any legal action arising out of this Agreement.
Any provision hereunder that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.