Terms of Use
Welcome to the Merchpro website (the “Website”), which is owned and operated by Merchpro, a distributor at ASI (“Merchpro,” “we,” “us,” or “our”). These Terms of Use (“Terms”) govern your use of the Website, so please read them carefully before accessing or using any part of the Website. By accessing or using the Website, you agree to be bound by these Terms. If you do not agree with these Terms, you should not access or use the Website.
- Acceptance of Terms
By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Website on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and in such case, the terms “you” and “your” refer to that organization.
- Modification of Terms
We reserve the right to modify these Terms at any time without prior notice. The modified Terms will be effective upon posting on the Website, and your continued use of the Website after the posting of any modifications constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically for any changes.
- Use of the Website
(a) Eligibility: You must be at least 18 years old to use the Website. By using the Website, you represent and warrant that you are 18 years of age or older.
(b) Compliance: You agree to use the Website in compliance with all applicable laws, rules, and regulations. You also agree not to use the Website for any illegal or unauthorized purpose or in any manner that violates these Terms.
(c) User Accounts: Certain features of the Website may require you to create a user account. If you choose to create an account, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
- Intellectual Property
(a) Ownership: The Website and its content, including but not limited to text, graphics, logos, images, videos, software, and other materials, are protected by copyright, trademark, and other intellectual property laws. Except as expressly provided in these Terms, no license or right to use any intellectual property displayed on the Website is granted to you.
(b) Restrictions: You may not reproduce, modify, distribute, transmit, display, perform, or otherwise use any part of the Website or its content without our prior written consent. You may not remove or alter any copyright, trademark, or other proprietary notices displayed on the Website.
- Disclaimer of Warranties
(a) The Website is provided on an “as is” and “as available” basis. We make no representations or warranties of any kind, express or implied, regarding the operation or availability of the Website or the content, materials, or products included on the Website.
(b) We disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title. We do not warrant that the Website will be error-free, uninterrupted, or free of viruses or other harmful components.
- Limitation of Liability
To the maximum extent permitted by applicable law, we shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of or inability to use the Website, even if we have been advised of the possibility of such damages.
- Indemnification
You agree to indemnify, defend, and hold harmless Merchpro and its officers, directors, employees, agents, affiliates, and licensors from and
Terms and Conditions of Sale
This entire Section 3 applies to e-commerce orders only. By placing an order with us on the Site (including a telephone order placed with our e-commerce customer service team), you acknowledge and agree that your purchase is expressly subject to all of the additional terms and conditions set forth below. Please note that we are not bound by any terms or conditions written, printed or otherwise included in any correspondence or documentation provided by you, unless we expressly and affirmatively accept such terms or conditions in writing.
Order and Fulfillment Process:
Immediately after you place your order online, you will receive an automated confirmation email from the Site. If you have artwork that you did not upload to the Site during the ordering process, you may simply reply to the order confirmation email, attach your art, and send. [NOTE: Our email system accepts messages up to 10 MB; if your email is larger, please contact Customer Service (see the Contact Us page) for an alternative delivery method.] Shortly thereafter during non-holiday business hours, one of our Customer Service representatives will review your order, dates and artwork, and contact you with any questions. Simultaneously, we will submit your order to the factory so that they can check on stock/inventory availability, at which time you will receive a second order confirmation via email. It will look different from the one you initially receive from the Site, as it will come from a different system. Please note that our supplier’s stock/inventory availability will directly affect the production and shipping time for your order.
Your order will then go through the following phases:
(i) Pre-Production Phase – This includes art preparation, submission of the proof to you for approval, our approval of your credit card/payment option, and our processing of your tax exempt certificate (if applicable). We will not submit your order to production until we have received your approval of the proof.
(ii) Production Phase – Production phase begins when we authorize the factory to begin production. Again, we will not submit your order to production until we have received your approval of the proof. For each product listed in our catalogs published on the Site, we list the ESTIMATED average production time (in days) for such product, as may be amended by us from time to time. Production days do not include the day your proof approval is received and also do not include shipping time. If we receive your proof approval after 3:00 PM (Central Time), it will be considered as if received the following business day. Actual production time may vary depending on the workload of the supplier we use for a given product. Rush production and expedited shipping options may be available; contact Customer Service (see the Contact Us page) to discuss options.
(iii) Shipping Phase – This refers to time in transit by the selected carrier.
Order Change/Cancellation:
Change/Cancellation by You Before the Pre-Production Phase Begins: You can change or cancel your order without incurring a change or cancellation fee in most cases. For a change order, the pricing may change from the original quote depending on your new requirements.
Change/Cancellation by You During the Pre-Production Phase: You can change or cancel your order, PROVIDED that you will be required to pay us all applicable charges (such as an art preparation charge; see our FAQ page for more information) incurred for all preparation work done up to your change or cancellation, plus any change or cancellation fee that may be charged by our supplier (which will be passed through to you). For a change order, the pricing may change from the original quote depending on your new requirements.
Change/Cancellation by You After the Production Phase Begins: IF YOU CANCEL YOUR ORDER, YOU WILL STILL BE OBLIGATED TO PAY THE FULL ORIGINAL AMOUNT QUOTED FOR YOUR ORDER. IF YOU CHANGE YOUR ORDER, YOU WILL BE OBLIGATED TO PAY THE FULL ORIGINAL AMOUNT QUOTED FOR YOUR ORDER, PLUS ANY ADDITIONAL AMOUNT DUE TO YOUR REQUESTED CHANGES.
Cancellation by Us Due to Shipment Delay: If, through no fault of yours, we are unable to ship your order by the shipment date that we have expressly and affirmatively confirmed to you in writing, we will promptly notify you of the situation and propose an alternative shipment date for your consideration. If you affirmatively accept our proposed alternative shipment date, the new date will supersede and replace the previously confirmed shipment date. If you do not accept our proposed alternative shipment date, we will cancel your order and issue a refund to you for the amount you previously paid for the canceled order.
Cancellation by Us for Other Reason: We reserve the right to cancel your order at any time for any reason upon written notice to you. In such case, we will issue a refund to you for the amount you previously paid for the canceled order.
Pricing: All prices are subject to change from time to time, and your purchase will be based on prices in effect at the time of order. All prices are exclusive of sales and other applicable taxes, shipping and handling and freight charges, and insurance costs, all of which will be your responsibility. When you place an order on the Site, we will provide an ESTIMATED total price which will include ESTIMATED sales and other applicable taxes, shipping & handling, etc. However, you acknowledge and agree that the final purchase price will be as stated on our invoice, which we will issue to you after your order has been shipped.
Sales Tax: We are a registered reseller in all states that collect sales tax. We must therefore collect appropriate state, county and/or city sales/use tax for your “Ship To” address (other than addresses in Delaware, Montana, New Hampshire and Oregon). If you are an organization that is exempt from sales tax, during checkout you will have the opportunity to tell us that your order is tax-exempt. However, we must have your current tax exempt certificate on file or your invoice will include applicable sales taxes.
Shipping & Handling Charges: During checkout, we will provide you an estimate for shipping and handling charges for your order. Final charges will be calculated by the carrier based on the final weight and carton dimensions of your order. Note that for bulky or oversize items (such as sport water bottles), the final shipping and handling charges may be more than our estimate provided during checkout due to oversize shipping cartons. Products at risk of such underestimation will be denoted on the product detail page.
Overruns/Underruns: You acknowledge that it is not always possible to imprint the exact quantity ordered, and you therefore agree that an overrun or underrun of not more than 10% is acceptable as fulfillment of your order. You will be charged for the exact quantity of products shipped. If an over run or under run occurs on an order that you have paid for in full with a credit card, your card will be charged or credited accordingly, after your order is shipped. If an over run or under run occurs on an order that you paid for in full with a check or money order, you will be billed or sent a check for the amount owed after your order is shipped. If you have concerns about potential overruns or underruns on your order, please contact Customer Service (see the Contact Us page).
Payment Terms:
3.5.1 Except as otherwise provided in Section 3.5.2 below, all purchases must be paid for in advance at the time of order.
(i) Payment by credit card is the fastest way to get your order into production, and we accept VISA, MasterCard, American Express and Discover. We will authorize your credit card while your order is being processed, but your credit card will not actually be charged until after your order has been shipped.
(ii) If you use a debit card, your bank will hold funds from your checking account at the time of authorization, but not remit the funds to us until the order is invoiced by us. When the order invoices, any difference from the original authorized amount will be credited to your checking account and then your bank will remit payment to us.
(iii) By using a credit card or debit card, you represent and warrant that: (i) all credit/debit card information you supply to us belongs to you and is current and accurate; and (ii) all charges incurred by you will be honored by your credit card company or your bank.
Please contact Customer Service (see the Contact Us page) if you wish to pay by check or money order.
Shipping Terms:
We shall not be bound by any shipping date requested by you, unless we expressly and affirmatively accept such date in writing. Unless expressly otherwise stated, all shipping dates provided by us are ESTIMATES ONLY. We reserve the right to ship your order earlier than the date specified. We also reserve the right to make partial shipments with respect to an order. You agree that partial shipments will be separately invoiced and paid for when due, without regard to subsequent shipments.
Unless expressly otherwise stated, all orders will be shipped F.O.B. our loading dock or our supplier’s loading dock. Title and risk of loss and damage will pass to you when the goods are put into possession of the freight carrier for delivery to you, at which point our responsibility for loss and damage to the goods shall terminate. All claims for loss or damage during transit must be made to the freight carrier.
Our standard carrier is UPS. We offer Ground, Next Day Air Saver and 2nd Day Air. If you require additional options, please contact Customer Service (see the Contact Us page). If you prefer to use your shipping account, you will have the opportunity to enter your shipper and account number during checkout.
Defective Products:
All claims for defective products must be made with Customer Service (see the Contact Us page) NO LATER THAN 10 days from the date of your receipt of the products.
All returns are subject to the following requirements:
(i) You must request and receive from Customer Service (see the Contact Us page) a Return Authorization Number before making a return; DO NOT ship products you wish to return until you receive instructions from Customer Service;
(ii) Unless expressly otherwise approved in writing by Customer Service, all products returned must be in their original packaging and must be in substantially the same original condition as shipped; and
(iii) Products that have been used or have been damaged while in your possession are not returnable for replacement or refund.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE PRODUCTS WILL BE, ENTIRELY AT OUR ELECTION, (I) REPLACEMENT OF THE PRODUCTS AT NO COST TO YOU OR (II) A REFUND OF THE PURCHASE PRICE PAID BY YOU.
No Warranties: BY MAKING A PURCHASE FROM US, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ALL PRODUCTS ARE SOLD “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT. WE NEITHER MAKE NOR ASSUME, AND DO NOT AUTHORIZE ANY OTHER PERSON TO MAKE OR ASSUME, ANY OBLIGATION, LIABILITY OR WARRANTY IN CONNECTION WITH ANY PRODUCTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
Limitation of Liability:
BY MAKING A PURCHASE FROM US, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL WE BE LIABLE UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF SALE, LOSS OF DATA OR INFORMATION OF ANY KIND, OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) ARISING FROM OR IN CONNECTION WITH: (I) ANY PRODUCTS YOU PURCHASE FROM US, OR YOUR USE, CONSUMPTION, RESALE OR FURTHER DISTRIBUTION OF SUCH PRODUCTS, OR ANY DEFECTS IN SUCH PRODUCTS; (II) OUR FAILURE TO FILL YOUR ORDER IN WHOLE OR IN PART, OR ANY ERROR IN OUR FILLING OF YOUR ORDER; OR (III) ANY DELAY IN PRODUCTION, SHIPMENT OR DELIVERY OF YOUR ORDER, OR OUR FAILURE TO NOTIFY YOU OF SUCH DELAY; REGARDLESS OF WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BY MAKING A PURCHASE FROM US, YOU FURTHER EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL OUR TOTAL AND AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO YOUR PURCHASE OR USE OF ANY PRODUCTS, EXCEED THE TOTAL AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO US FOR SUCH PRODUCTS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Miscellaneous: These Terms of Use, together with our Privacy Policy (click here), constitute the entire agreement between you and us concerning your use of the Site, including any purchase you make on the Site. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, all of which shall remain in full force and effect. No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.