Terms of service

MERCH HUB STUDIOS — TERMS & CONDITIONS

Index

  • Article 1 – DEFINITIONS

  • Article 2 – GENERAL

  • Article 3 – OFFERS AND QUOTATIONS

  • Article 4 – CONTRACT DURATION, DELIVERY, EXECUTION & AGREEMENT CHANGES

  • Article 5 – SUSPENSION, DISSOLUTION & TERMINATION

  • Article 6 – FORCE MAJEURE

  • Article 7 – PAYMENT & COLLECTION

  • Article 8 – RETENTION OF OWNERSHIP

  • Article 9 – GUARANTEE, INSPECTION & CLAIMS

  • Article 10 – LIABILITY

  • Article 11 – ONWARD DELIVERY & TERRITORY RESTRICTIONS

  • Article 12 – DISCLAIMER

  • Article 13 – INTELLECTUAL PROPERTY

  • Article 14 – SAMPLES & MODELS

  • Article 15 – CONFIDENTIALITY

  • Article 16 – APPLICABLE LAW & DISPUTES

  • Article 17 – CHANGE POLICY

Article 1 — DEFINITIONS

1.1
These terms and conditions apply to all offers, quotations, orders, and agreements between Merch Hub Studios (“User”) and any business entity (“Purchaser”), unless explicitly agreed otherwise in writing.

1.2
In these terms, the following definitions apply:

  • User: Merch Hub Studios as the provider of goods/services.

  • Purchaser: Any business customer, retailer, or distributor contracting with User.

  • Agreement: Any binding contract between User and Purchaser.

  • Products: All goods, merchandise, or items provided under an Agreement.

  • Parties: User and Purchaser jointly.

Article 2 — GENERAL

2.1
These terms apply to all business offers, orders, and agreements unless expressly modified in writing.

2.2
These terms also apply where User engages third parties in executing agreements.

2.3
Employees, agents, and management of User are also protected under these terms.

2.4
Any purchasing terms or conditions provided by Purchaser are expressly rejected.

2.5
If any provision becomes invalid, the remaining provisions stay in force. Parties will replace invalid clauses in a way that reflects the original intent.

2.6
Unclear provisions must be interpreted in the spirit and intent of these terms.

2.7
Situations not addressed by these terms must be evaluated within the same intent and principles.

2.8
Failure to enforce strict compliance in isolated cases does not waive User’s rights.

Article 3 — OFFERS AND QUOTATIONS

3.1
All price lists, brochures, quotes, and offers by User are non-binding unless a specific acceptance deadline is stated.

3.2
Unless otherwise specified, offers are valid for 30 days and only become binding when Purchaser confirms acceptance in writing.

3.3
Delivery times stated in offers are estimates only and cannot be used to claim damages unless agreed in writing.

3.4
User is not bound by offers containing obvious errors or mistakes.

3.5
All prices are exclusive of taxes, duties, freight, and packaging unless otherwise stated.

3.6
If Purchaser accepts an offer but deviates in any way, the acceptance is not binding unless User agrees in writing.

3.7
Combined price indications do not obligate User to partial delivery at proportional pricing.

3.8
Orders cannot be canceled without User’s written consent. User may reject any order without providing a reason.

3.9
Minimum order value: $250 USD (or equivalent). No minimum item quantity required.

3.10
Verbal agreements are only binding if confirmed in writing.

Article 4 — DELIVERY, EXECUTION & AGREEMENT CHANGES

4.1
Agreements run until terminated or fully executed unless otherwise specified.

4.2
Delivery dates are estimates. If deadlines are missed, Purchaser must issue written notice and allow reasonable time to cure.

4.3
Delivery timelines begin only after Purchaser provides all required information.

4.4
Delivery occurs EX-WORKS (User’s warehouse) unless otherwise agreed. Risk transfers to Purchaser when goods are made available.

4.5
If using Incoterms, the current Incoterms version applies.

4.6
User may subcontract parts of the work.

4.7
User may execute Agreements in phases and invoice accordingly.

4.8
Subsequent phases may be delayed until Purchaser approves prior stages in writing.

4.9
Any requested changes affecting the Agreement may result in revised pricing and extended timelines.

4.10
User may refuse modifications that compromise quality or quantity.

4.11
Purchaser is liable for additional costs resulting from failure to fulfill obligations.

4.12
Even fixed pricing may be increased due to taxes, raw-material price changes, logistics costs, or unforeseen circumstances.

Article 5 — SUSPENSION & TERMINATION

5.1 User may suspend or dissolve the Agreement if Purchaser:

  • Fails to fulfill obligations;

  • Provides grounds for reasonable doubt of future performance;

  • Fails to provide agreed security or assurances.

5.2
User may terminate the Agreement if fulfillment becomes impossible or unreasonable.

5.3
Upon dissolution, all User’s claims become immediately due.

5.4
User is never liable for damages resulting from suspension or termination.

5.5
If Purchaser is responsible for the dissolution, Purchaser owes full compensation.

5.6
If Purchaser is in default, User may terminate immediately without compensation.

5.7
If terminated early by User (not Purchaser’s fault), Purchaser must cooperate in transferring ongoing work.

5.8
In cases of bankruptcy, liquidation, or inability to manage assets, User may cancel immediately.

5.9
If Purchaser cancels an order, all prepared goods, labor, and related costs will be charged in full.

Article 6 — FORCE MAJEURE

6.1
Neither Party is liable for failure to perform due to uncontrollable circumstances.

6.2
Force majeure includes but is not limited to: supply-chain delays, factory shutdowns, strikes, logistics disruptions, or global emergencies.

6.3
If force majeure lasts longer than 60 days, either party may terminate without compensation.

6.4
User may invoice for partially delivered or partially completed work.

Article 7 — PAYMENT & COLLECTION

7.1
Invoices must be paid within 14 days unless otherwise agreed.

7.2
Late payments incur 1% interest per month or the statutory maximum.

7.3
Payments are applied first to costs, then interest, then principal.

7.4
User may refuse partial payments that do not cover all owed charges.

7.5
Purchaser may not offset payments.

7.6
Disputing an invoice does not suspend the payment obligation.

7.7
Debt collection costs will be charged to Purchaser.

Article 8 — RETENTION OF OWNERSHIP

8.1
All delivered goods remain property of User until fully paid.

8.2
Ownership extends to all outstanding claims between Parties.

8.3
Purchaser may resell goods in normal business operations but assigns claims from resale to User.

8.4
Goods under retention of title may not be pledged or used as collateral.

8.5
Risk transfers to Purchaser upon delivery, not upon payment.

8.6–8.9
Purchaser must safeguard User’s property, insure goods, and allow retrieval in case of default.

Article 9 — GUARANTEE, INSPECTION & CLAIMS

9.1
User guarantees Products meet general industry standards and will be free from defects at delivery.

9.2
Standard warranty period: 30 days from delivery.

9.3
Warranty is void if goods are misused, altered, improperly stored, or used outside instructions.

9.4
Visible defects must be reported within 7 days; hidden defects within 14 days of discovery.

9.5
Complaints do not suspend payment obligations.

9.6
Late claims are void.

9.7
If a defect is confirmed, User may repair, replace, or credit the item.

9.8
Unfounded claims will result in research costs billed to Purchaser.

9.9
After the warranty period, all repair costs are charged to Purchaser.

9.10
Limitation period for claims: 1 year.

Article 10 — LIABILITY

10.1–10.4
Liability is limited to the invoice amount or available insurance coverage.

10.5–10.7
User is only liable for direct damages, not indirect or consequential losses.

10.8
Liability exclusions do not apply to intentional misconduct by User.

Article 11 — ONWARD DELIVERY & TERRITORIES

11.1
Purchaser may resell goods only in original packaging unless agreed otherwise.

11.2
Certain brands or licenses may have restricted territories. Purchaser must comply with User restrictions.

Article 12 — DISCLAIMER

12.1
Purchaser indemnifies User from third-party claims arising from Purchaser’s misuse or resale.

12.2
If Purchaser fails to defend User in a claim, User may act independently at Purchaser’s cost.

Article 13 — INTELLECTUAL PROPERTY

13.1
User retains all copyrights, trademarks, designs, artwork, and other IP.

13.2
Products may not be altered without written approval.

13.3
Logos, photos, or brand assets may only be used with written permission, which User may withdraw at any time.

Article 14 — SAMPLES & MODELS

14.1
Samples are indicative only. Final products may vary unless explicitly agreed otherwise.

Article 15 — CONFIDENTIALITY

15.1–15.2
Purchaser must keep all User-provided confidential information secret and may use it only for the purpose for which it was provided.

Article 16 — APPLICABLE LAW & DISPUTES

16.1
These terms are governed by the laws of the State of California, USA, unless otherwise agreed.

16.2
Exclusive jurisdiction: Los Angeles County, CA, unless law requires otherwise.

16.3
Parties must attempt to resolve disputes through mutual discussion before litigation.

Article 17 — CHANGE POLICY

17.1
These Terms & Conditions are maintained by Merch Hub Studios.

17.2
The latest published version applies.

17.3
In the event of translation, the English version controls.