Sales Terms and Conditions
Effective: 2026-09-25
THE WORLD EMBLEM SALES TERMS AND CONDITIONS
Contract. The terms and conditions set forth herein (these “Terms and Conditions”) represent all promises, covenants, agreements, conditions, and understandings between WORLD EMBLEM INTERNATIONAL, INC., HERO’S PRIDE, INC., CUSTOM GENIE, INC., and any of their respective affiliates or subsidiaries (collectively, “Seller”) and you (“Purchaser”) with respect to the sale of products and services. Unless Purchaser and Seller have otherwise expressly agreed in writing, these Terms and Conditions supersede all prior and contemporaneous agreements, understandings, inducements, or conditions, express or implied, oral or written, relating to the sale of products and services. No course of dealing, usage of trade, or course of performance shall supplement or modify these Terms and Conditions. Any terms or conditions contained in any purchase order or other communication from Purchaser that are inconsistent with or in addition to these Terms and Conditions are hereby rejected and shall not be binding upon Seller unless expressly agreed to in writing by Seller. Seller’s acceptance of any order is expressly conditioned on Purchaser’s assent to these Terms and Conditions, and Seller’s performance shall not be deemed acceptance of any additional or different terms. Seller’s failure to object to any such terms shall not constitute acceptance or waiver. Acceptance of these Terms and Conditions occurs upon submission of an order, acceptance of delivery, payment for goods, or any conduct recognizing the transaction. Seller may require Purchaser to affirmatively accept these Terms and Conditions at account creation and at checkout, and may require a signed acknowledgment of these Terms and Conditions as a condition of extending credit, pricing programs, or dealer status. These Terms and Conditions apply to all products and services sold or provided by Seller under the World Emblem, Hero’s Pride, and Custom Genie brands. Where Purchaser is separately subject to a fully executed Distributor, Dealer, or Channel Agreement with Seller, such agreement shall govern resale rights, channel restrictions, pricing programs, rebates, marketing programs, and distribution-related obligations. These Terms and Conditions shall govern all product sale terms, including but not limited to pricing mechanics, payment, warranty, risk of loss, limitation of liability, indemnification, and dispute resolution. In the event of a direct conflict between a separately executed Channel Agreement and these Terms, the Channel Agreement shall control solely with respect to resale and distribution rights, and these Terms shall control with respect to all product sale and liability matters.
THESE TERMS AND CONDITIONS SHALL BE DEEMED ACCEPTED AND AGREED TO BY PURCHASER IN ANY EVENT UPON ACCEPTANCE OF DELIVERY OF ANY OR ALL MERCHANDISE.
Warranty. Seller warrants that all products manufactured by Seller and sold hereunder are free from material defects in materials and workmanship for two years after shipment with respect to embroidered patches and duty gear, and five years for badges. The liability of Seller and the exclusive remedy of Purchaser is limited to repair or replacement (at the option of the Seller) of the defective products; provided that if Seller determines repair or replacement is not commercially practicable, Seller shall refund the purchase price of the defective products, which shall then be Purchaser’s exclusive remedy.
Authorized Purchase Requirement. The foregoing warranty applies only to products purchased from Seller, or from a Purchaser, distributor, or dealer authorized by Seller to resell such products, through a sales channel permitted under these Terms and Conditions. Products resold through an unauthorized channel, including any third party online marketplace listing not authorized by Seller in writing, are not covered by Seller’s warranty, and Seller shall have no warranty, support, or remake obligation with respect to such products.
Purchaser must provide Seller with notice of shortages or other errors (including non-conforming goods) no later than 14 days after receipt of a shipment.
Purchaser waives all claims that arise from (i) Purchaser’s, or any third party’s application of any products purchased hereunder or (ii) damages resulting from the washing and laundering of any products purchased hereunder. To return a product purchased hereunder in connection with the assertion of a claim under the foregoing warranty, Purchaser must first obtain a return authorization from Seller and must pay the costs of return transportation. Such transportation costs will be reimbursed to Purchaser by Seller only upon Seller’s verification of the validity of the claim.
EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS SOLD HEREUNDER. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. EXCEPT AS OTHERWISE PROVIDED, IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS , WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD UNDER THE PURCHASE ORDER UNDER WHICH THE GOODS WERE SOLD.
Consumer Purchasers. Where Purchaser is a consumer and applicable law does not permit the exclusion or limitation of implied warranties, remedies, or damages, the foregoing exclusions and limitations apply only to the extent permitted by such law, and any implied warranty is limited in duration to the applicable express warranty period stated above.
No Unauthorized Resale of Products Except where Purchaser is separately authorized under a fully executed Distributor, Dealer, or Channel Agreement with Seller, Products purchased may be used solely for Purchaser’s internal use or sold directly to end users in the ordinary course of Purchaser’s business. Purchaser shall not, directly or indirectly:Resell Products to any reseller, distributor, marketplace seller, or third-party intermediary, other than a customary trade intermediary (such as a promotional products distributor, decorator, or uniform retailer) that purchases Products for incorporation into finished goods or for delivery to an identified end user and that is bound by restrictions no less protective than this section;Sell or offer Products on any third-party online marketplace platform (including but not limited to Amazon, Walmart Marketplace, eBay, or similar platforms);Export or facilitate the export of Products outside the United States without Seller’s prior written consent. Permit any third party to advertise, list, or resell Products in violation of Seller’s channel restrictions. Purchaser shall include restrictions no less protective than this section in its terms of sale to any customer that is not an end user and shall be responsible for such customers’ compliance. Where Purchaser is separately authorized under a written Distributor, Dealer, or Channel Agreement, all resale rights shall be governed exclusively by that agreement, and Purchaser shall remain responsible for downstream compliance by its customers. Purchaser shall promptly notify Seller upon becoming aware of any unauthorized resale of Products and shall immediately cease further sales to any customer engaged in such unauthorized resale. Any violation of this section constitutes a material breach of these Terms and may result in immediate termination of sales privileges, cancellation of outstanding orders, reduction of any applicable discount or pricing program to Seller’s then-current standard wholesale pricing (applied under Seller’s written enforcement criteria, uniformly to similarly situated Purchasers), revocation of credit, and pursuit of all available legal remedies. Seller further reserves the right to immediately suspend shipments, order acceptance, pricing privileges, rebate eligibility, or credit terms pending investigation of any suspected violation of this section or any applicable Distributor, Dealer, or Channel Agreement. Any minimum advertised price or promotional policy that Seller may publish is a unilateral policy of Seller, is not a term of these Terms and Conditions, and does not constitute an agreement between Seller and Purchaser regarding resale prices.
Source Disclosure; Traceability; Marketplace Enforcement Cooperation. Upon Seller’s request, Purchaser shall promptly disclose in writing the source and lot or batch information for any Products in its possession, and the identity of any customer purchasing Products in quantities inconsistent with ordinary end-user use. Purchaser shall reasonably cooperate with Seller’s investigation and enforcement of this section, including providing product traceability information and supporting any Amazon Brand Registry or other marketplace takedown request submitted by Seller with respect to a suspected unauthorized listing. Purchaser shall not purchase Products from any source other than Seller or a distributor or dealer authorized by Seller, as identified on Seller’s then current authorized dealer list or in a written authorization from Seller. Seller will submit marketplace takedown requests only where it has a good faith basis to assert an intellectual property or policy violation.
Pricing. The prices set forth herein constitute effective prices, except as set forth below, and supersede any prior written quotations of prices, oral quotations or prices set forth in any purchase order. Prices are subject to change, at the discretion of Seller, in accordance with prices effective at the time of shipment. Any custom requests or requirements by Purchaser, including but not limited to, high stitch counts, additional colors, 3D embroidery, application of product branding (i.e. hang tags, stickers, transfers, emblems, labels, tags) and/or special components may alter any posted sale price and will be subject to then current fees (“Additional Fees”). Additional Fees will be invoiced upon completion of the order(s).
Emblem Dimension Calculation and Rounding: The dimensions of all Emblems are calculated according to the following formula to define the area factor (AF): (height + width) / 2, rounded to four decimal places. The classification of the Emblems is then established per the following contractual rules:
1. An Emblem is categorized as size 1” if the AF is less than or equal to 1.100.
2. An Emblem is categorized as size 1.5” if the AF is greater than 1.100 and less than or equal to 1.600.
3. An Emblem is categorized as size 2.0” if the AF is greater than 1.600 and less than or equal to 2.100.
4. An Emblem is categorized as size 2.5” if the AF is greater than 2.100 and less than or equal to 2.600.
5. The rule proceeds incrementally until an Emblem is categorized as size 19” if the AF is greater than 18.000 and less than or equal to 19.100.
Submission of Orders. Orders will be accepted on Seller’s primary or secondary websites or through Seller’s public API and/or e-commerce procedures. Seller may, at its sole discretion, accept orders submitted by Purchaser through other means, however, in such cases, Seller will have no liability for errors in fulfillment or shipping so long as Seller uses commercially reasonable efforts to correctly fulfill or ship Purchaser’s order. Seller uses third party APIs for certain processes, the cost of which, in most cases, is included in the price of the products and services. In certain cases, however, a third-party API may limit the number of API calls per month from a customer. In such cases, if the number of attempts exceeds the number of orders completed and invoiced by Purchaser in a month by more than three times, Seller reserves the right to bill Purchaser $0.10 per rejected order. Seller will make commercially reasonable efforts to provide notice to Purchaser of recurring or material API overage charges upon request. In addition, depending upon how many overage calls are being made, Seller reserves the right to stop the order acceptance/processing until both parties understand the cause of the increase in API calls. Seller further reserves the right to charge a service fee of $10.00 per shipping address of Purchaser for such orders.
Terms of Payment. Where Seller has extended credit to Purchaser, terms of payment shall be on account from the date of invoice. If no credit has been extended by Seller, a valid credit card or cashier’s check (if credit card is not permitted) shall be required to hold the entire amount of the order plus applicable taxes and estimated shipping costs. Credit card payments may incur a surcharge not to exceed the lesser of the rate below, Seller’s cost of card acceptance, or the maximum permitted by applicable law and card network rules:
| Mastercard | 3.5% |
| Visa | 3% |
| American Express | 4% |
Additional Surcharge Disclosure.
Orders placed on Seller’s website and paid by credit card will include the applicable surcharge fee at the time the order ships and the sales order is posted. The surcharge will also appear on the invoice. Surcharge rates may vary by state or region and will not be applied where prohibited by law. Surcharges apply only to credit card transactions and will not be applied to debit cards or prepaid cards, including debit cards processed as credit. Surcharges will not be applied in any state that prohibits them, including Connecticut and Massachusetts, and will not exceed any cap imposed by applicable law. By submitting payment, Purchaser acknowledges and accepts the applicable surcharge as part of these Terms and Conditions. Applicable surcharge amounts will be disclosed to Purchaser prior to submission of payment and will appear on the applicable invoice.
Past due invoices are subject to a service charge of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Purchaser agrees to pay all expenses incurred in collecting delinquent accounts, including reasonable attorney’s fees and costs.
If goods are delivered in installments, Purchaser shall pay for each installment in accordance with the terms of payment hereof. Payment shall be made for the goods without regard to whether Purchaser has made or may make any inspection of the goods. If shipments are delayed by Purchaser, payments are due from the date Seller is prepared to make shipments. Goods held for Purchaser are at Purchaser’s sole risk and expense.
The amount of credit or terms of payment may be changed, or credit withdrawn by Seller at any time. If the financial condition of the Purchaser becomes impaired or does not, in the sole judgment of Seller, justify continuance of the work to be performed by Seller hereunder on the terms of payment agreed upon, Seller may require full or partial payment in advance or shall be entitled to cancel any order that is outstanding and shall receive reimbursement for its reasonable and proper cancellation. In addition to the rights of Seller in the preceding sentence, in the event of the filing of a voluntary or involuntary petition in bankruptcy or under insolvency laws with respect to Purchaser, or if Purchaser makes an assignment for the benefit of creditors or otherwise acknowledges its inability to make payments of its obligations when due, Seller shall be entitled to cancel any order that is outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. The rights of Seller under this paragraph are cumulative and in addition to all rights available to Seller at law or in equity.
To secure payment by Purchaser of the amounts due to Seller under this or any other contract between Seller and Purchaser, Purchaser hereby grants to Seller a security interest in the goods purchased hereunder. Purchaser agrees to execute, deliver and file any financing statements, security agreements or other documents, and to do any and all acts, which are requested by Seller to perfect, continue, or evidence such security interest and any other security interests granted to Seller hereunder. Should Purchaser fail to execute, deliver or file such documents or fail to do such acts promptly upon request by Seller, Purchaser hereby appoints Seller as Purchaser’s attorney-in-fact to, at the option of Seller, take all actions which Seller may deem necessary to perfect and to continue perfected any security interest created hereby. Purchaser authorizes Seller to file financing statements describing the goods purchased hereunder in any jurisdiction Seller deems appropriate.
Purchaser shall notify Seller in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within thirty calendar days from the date of such invoice. Purchaser will be deemed to have accepted all invoices for which Seller does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices within the period set forth in the invoice. The parties shall seek to resolve any such disputes expeditiously and in good faith. Purchaser shall not withhold, deduct, or set off any amounts owed to Seller against any claims or disputes.
Authorization to Charge Payment Method. Purchaser hereby authorizes Seller to charge any payment method on file for all amounts due under these Terms and Conditions, including without limitation product charges, applicable taxes, shipping and handling charges, surcharges, service fees, API overage fees, late fees, and any other amounts owed. This authorization is continuing and shall remain in effect until Purchaser revokes it by written notice to Seller; revocation shall not affect Purchaser’s obligation to pay amounts owed. Seller will not charge amounts that are the subject of a timely, good faith invoice dispute under these Terms and Conditions until the dispute is resolved. Purchaser agrees that such charges may be applied without additional notice in accordance with the agreed payment terms.
Title and Risk of Loss. All products are shipped F.O.B. Seller’s shipping facility in the United States from which the products are dispatched to Purchaser, as defined in Section 672.319 of the Florida Uniform Commercial Code. Risk of loss and title to the products pass to Purchaser upon delivery of the products to the carrier. Unless shipment is made on Purchaser’s shipping account under the Transportation section or otherwise agreed in writing, freight shall be prepaid by Seller and added to the applicable invoice.
Transportation. All products will be shipped F.O.B. the shipping point stated in the Title and Risk of Loss section. Seller shall utilize any commercially reasonable type of transportation specified by Purchaser to ship the goods purchased hereunder. If Purchaser has a shipping account set up with Seller, Purchaser’s shipping account may be charged. If Purchaser does not specify shipping account information, or if the specified type is unavailable or otherwise commercially impractical, Seller shall utilize any commercially reasonable type of transportation and invoice Purchaser for the shipping and handling costs involved.
Delivery Date. Delivery dates are estimates of the date on which the products will be shipped and are not binding. Failure to deliver on a specified date for any reason whatsoever, whether in Seller’s control or not, shall not be cause for cancellation by Purchaseror for the assertion of damages of any kind whatsoever including but not limited to consequential damages against Seller. Seller shall exercise commercially reasonable efforts to notify Purchaser of any material delay in delivery. Purchaser must provide written notice of the non-delivery within seven days of the date when the products would in the ordinary course of events have been received.
Taxes. Applicable federal, state and local taxes, now or hereafter enacted, in connection with the purchase hereunder will be added to the invoice to be paid by Purchaser, unless, with respect to taxes due to a particular taxing authority, Purchaser provides Seller with a valid tax exemption certificate number indicating that the sale of the product is not subject to such taxation prior to order placement. If Purchaser’s tax exemption certificate expires, Purchaser is responsible for providing Seller with a new certificate number and will be charged all applicable taxes until such certificate number is provided.
Tariffs. Tariffs imposed on the importation of finished goods or raw materials incorporated into such goods now or hereafter enacted, in connection with the purchase hereunder will be added to the invoice to be paid by Purchaser, unless, with respect to tariffs , Purchaser provides Seller with a valid exemption certificate number indicating that the importation of the product or raw materials sold to the Purchaser is not subject to such tariffs prior to order placement. If Purchaser’s exemption certificate expires, Purchaser is responsible for providing Seller with a new certificate number and will be charged all applicable tariffs until such certificate number is provided.
Substitution and Modifications of Goods. Seller may modify the specifications of goods designed by Seller and substitute goods manufactured to such modified specifications for those goods specified herein, provided that such substituted goods substantially conform to those ordered by Purchaser.
Variation in Quantity. Purchaser shall accept delivery of shipments containing amounts of goods over or under 10% of the actual amount ordered. Purchaser will be charged based on the actual quantity delivered .
Product Tolerance; Samples. It is the responsibility of Purchaser to inspect and approve a physical sample of any goods ordered (a “Sample”) prior to production of such goods. Purchaser has ten Business Days from the date that the Sample is shipped to approve the Sample. ( A Business Day is any day other than Saturday, Sunday or public holidays.) If Purchaser fails to approve or reject a Sample provided in such time period, production will automatically be released and processed, and Purchaser will be liable for all production costs. If Purchaser places an order for production based solely on artwork without receiving and approving a Sample, Purchaser will be responsible for all charges, damages and claims connected with that order. If Purchaser bypasses this process, Purchaser is liable for all production charges and waives the right to damages, replacements or claims. Seller is not liable for any issues with the design once it is applied to the garments or any other item. No Sample is made part of the basis for this contract, and no Sample, other than Samples made from goods shipped at the time of shipment, shall form any part of the basis for any claims against Seller hereunder. Purchaser understands and accepts that products may present variations between each other and any Sample provided. NO EXPRESS OR IMPLIED WARRANTIES ARE CREATED BY SELLER’S FURNISHING OF SAMPLES. Seller will accept production-ready files from Purchaser. Upon acceptance of Purchaser design files (e.g., DST, PXF, AI, PSF), Seller will have no responsibility for final output and Purchaser assumes full accountability for output quality and accuracy. No Seller warranties will apply to provided files. Seller reserves the right to reject or modify unsuitable submissions.
Use of Purchaser Artwork and Emblems for Marketing Unless otherwise requested in writing by Purchaser and agreed by Seller, by submitting artwork, logos, emblems, or any other creative materials (collectively, "Artwork") to Seller, Purchaser grants Seller a non-exclusive, compensation and royalty-free, worldwide, perpetual license to use, reproduce and display the Artwork for marketing and promotional purposes. This includes but is not limited to use on Seller’s website, social media channels, print materials, and other marketing mediums. Modifications: Seller may modify, alter, or edit the Artwork as necessary to fit marketing requirements, provided that the integrity of the original Artwork is maintained. Purchaser affirms that it is the sole owner of the Artwork or has obtained the necessary rights and permissions from the owner to grant Seller the rights described herein. Seller’s use of Artwork shall not imply endorsement, sponsorship, or partnership by Purchaser. This license does not extend to badges, seals, patches, insignia, or emblems of any law enforcement, military, fire, or other government agency, which Seller shall not use for marketing purposes without the agency’s prior written consent.
Purchaser Supplied Goods and Product Attributes. If unfinished goods or materials to be used for the goods are furnished by Purchaser to Seller to enable Seller to perform hereunder (“CSG”), Purchaser shall furnish CSG of adequate quality and in sufficient amounts to provide for spoilage rate of 2% (the “Spoilage Rate”). Seller assumes no risk of loss due to fire, flood, theft or otherwise for such CSG, including loss arising from Seller’s own negligence, except to the extent caused by Seller’s gross negligence or willful misconduct. Any designs to be added to CSG must first be approved by Purchaser prior to any work being performed. Purchaser shall specify the designs and garments for decoration.
Purchaser acknowledges that such designs may affect the delivery date. Seller is not liable for any errors in the information provided by Purchaser. Purchaser is aware that damage may occur in the decoration process. For each unit of CSG damaged by Seller during decoration in excess of the Spoilage Rate, Seller will credit Purchaser the lesser of $20 or Purchaser’s documented purchase price for such unit, and Seller may require proof of purchase price (the “Replacement Charges”). In no event will the total Replacement Charges for then current calendar month exceed 5% of Purchaser’s prior month’s paid invoices.
Purchaser is liable for all shipping fees of CSG to and from Seller’s facility unless otherwise specified. CSG will not be insured in transit unless Purchaser specifically requests insurance, in which case the costs of such insurance will be borne by Purchaser and included in the freight charge on Purchaser’s invoice. Seller will not be liable for claims arising from loss or damage of CSG in transit. Seller is not liable for the quality of any CSG including defects in adhesion, fabric, logo errors, or any other material defect. Additionally, Seller is not liable for damage to CSG that occurred on or prior to receipt by Seller of the CSG.
Purchaser agrees that any CSG sent to Seller absent an active purchase order will be held at Seller’s facilities for a maximum of 30 days (the “CSG Holding Period”). Following the CSG Holding Period and no earlier than 15 days after written notice to Purchaser at its email address on file, Seller may, at Seller’s sole discretion, either return CSG to Purchaser at Purchaser’s expense or discard CSG in any way Seller chooses, which may include, but is not limited to destruction, recycling, or donation of CSG.
Seller may charge Purchaser convenience and handling fees for shipments of CSG in instances that require Seller to expend additional efforts to identify, handle or return CSG. Such fees will be added to the Purchaser’s invoice following completion of Purchaser’s order(s). The following fees for CSG may apply:
Any shipment of CSG received by Seller without a corresponding CSG order or that is otherwise missing a barcode or corresponding sales order on the outside of the shipping container or carton may incur a $10.00 receiving fee.
Any CSG requiring processing, including but not limited to unbagging, bagging, sorting, separating, folding, hanging, or removing from hangers may incur a convenience fee.
Any CSG that is returned undecorated may incur handling fees in addition to any return shipping fees.
Purchaser represents and warrants that: (i) Purchaser has all necessary rights, licenses, consents, authorizations and other permissions to use CSG as well as any materials, specifications, production instructions, designs, artwork, branding or decoration provided by Purchaser (collectively, the “CSG and Purchaser Product Attributes”); and (ii) the CSG and Purchaser Product Attributes do not infringe or otherwise violate any third party intellectual property or other rights.
Purchaser agrees not to submit for use in Seller’s services any CSG and Purchaser Product Attributes that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or that infringe on any intellectual property or other proprietary rights of any third party (“Offensive Content”). Seller may, but has no obligation to, monitor, edit or deny any CSG and Purchaser Product Attributes that it determines in its sole discretion are Offensive Content.
Returns, Refunds and Rights of Cancellation
Once an order for goods that are to be made to the Purchaser’s specifications or are otherwise personalized for Purchaser has been released into production, it may not be modified or cancelled by Purchaser unless Seller has failed to deliver such goods within 28 Business Days after the due date specified in the order or, in the case of defective or nonconforming goods, at the earliest opportunity after Purchaser has discovered the fault or defect (provided that Purchaser shall be deemed to have inspected any goods as soon as reasonably practicable after delivery and in no case longer than 10 Business Days after receipt). Orders for stock products may be cancelled prior to shipment without penalty. Purchaser shall pay all shipping costs for any orders for stock products after shipment. If Purchaser desires to cancel an order in accordance with this section, Purchaser must provide notice to Seller by email of its intent to cancel at
Unless Purchaser cancels an order in accordance with this section with respect to defective goods, Seller will not refund sums paid by Purchaser for initial and re-delivery charges (if any) with respect to the cancelled order. All goods returned by Purchaser to Seller must be returned in their original packaging (which Purchaser should retain for this purpose) and must be in unused condition.
Remakes and Reproduction of Goods. A “Remake” means the reproduction of goods previously manufactured by Seller due solely to Seller’s material failure to conform to the approved Sample or approved production specifications. Remakes shall be Seller’s sole responsibility only where Seller determines, in its reasonable discretion, that such failure resulted exclusively from Seller’s manufacturing error.
No Remake shall be provided for errors or dissatisfaction arising from Purchaser-supplied artwork, specifications, measurements, colors, fonts, files, approvals, or instructions, including where Purchaser has approved a Sample, waived Sample approval, or released production based on artwork alone.
Remakes shall not be provided for subjective dissatisfaction, design preference changes, ordering errors, forecasting errors, over-ordering, end-user complaints, or wear, laundering, application, or field use of the goods.
Where a Remake is approved by Seller, Seller’s sole obligation shall be to reproduce the affected goods, and Seller shall not be responsible for expedited production, shipping costs, removal, re-application, labor, downtime, lost profits, or any consequential or incidental damages.
All Remake claims must be submitted in writing within fourteen (14) days of receipt of the goods and must include reasonable documentation supporting the claim. Failure to timely submit a Remake claim shall constitute acceptance of the goods.
Rush Orders Guarantee:
In accordance with the World Emblem Rush Orders Services guarantee, in the event that the ordered goods fail to be delivered F.O.B. from the Seller’s plant at the agreed-upon time due to Seller’s negligence, the entire sum of Purchaser’s order, including the Rush Order Fee, shall be refunded in full as credit to Purchaser’s account. Rush Orders time options are available on selected items with an upcharge. Purchaser must select the Rush Order option Orders must be submitted before 12 pm Eastern time on Business Days. For purposes of this section, Seller’s negligence shall not include delays caused by capacity constraints, supplier delays, force majeure events, third-party carrier delays, or circumstances beyond Seller’s reasonable control.
Orders placed with a request for Rush Orders are subject to potential modification. In the event that Seller is unable to provide the aforementioned service, a Customer Service Department representative will try to contact Purchaser within a period of two business hours subsequent to the placement of the order. Normal service guarantees shall not be applicable during this specific time frame. The products available for this service are:
| Product | Production Time |
| Embroidery | 1 Business Day |
| 3D Embroidery | 1 Business Day |
| Sublimation | 1 Business Day |
| Print Stich | 1 Business Day |
| Leather | 1 Business Day |
| Plotter Cut Transfers | 1 Business Day |
| Flexstyle | 3 Business Days |
| Chenille | 3 Business Days |
Exceptions to Expedited Turn Times Services:
Thread: This service does not cover emblems with metallic thread or special colors not included on the World Emblem Color chart.
Backing: Only emblems with Industrial, Low Melt Heat Seal, or Pressure Sensitive backings can be expedited.
Size: Emblems must be 4.5" or less.
Packaging: Orders with special or personalized packaging cannot be expedited.
The availability of Expedited Turn Times is subject to Seller’s production capacity and may change on a day-to-day basis.
Browser Support. Seller will support the latest major version as well as the version immediately previous to the latest version of each of the following browsers: Chrome, Microsoft Edge, Firefox, and Safari. As some browsers update versions frequently, Seller will not publish an updated list of discrete versions supported by Seller.
Governing Laws; Jurisdiction; Waiver of Trial by Jury. The validity, interpretation and enforcement of these Terms and Conditions as well as any agreement incorporating these Terms and Conditions shall be governed by the laws of the State of Florida. To the fullest extent permitted by law, Purchaser hereby: (a) waives any right to immunity from such action or proceeding and waives any immunity or exemption of any property wherever located from garnishment, execution, levy, seizure or attachment prior to or in execution of judgment; (b) submits to the jurisdiction of the state and federal courts in the State of Florida for purposes of any such action or proceeding; agrees that the venue of any such action or proceeding may be laid in Broward County, Florida and waives any claim that the same is an inconvenient forum; and stipulates that service of process in any such action or proceeding shall be properly made if sent by overnight business courier , to the address then registered in Seller’s records for Purchaser, and that any process so served shall be effective one Business Day after delivery to the courier. No provision shall limit Seller’s right to serve legal process in any other manner permitted by law or to bring any such action or proceeding in any other competent jurisdiction.
PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG THE PARTIES (WHETHER ARISING IN CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THESE TERMS, ANY DISTRIBUTOR OR CHANNEL AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE RELATIONSHIP BETWEEN THE PARTIES
Infringement Claims. Purchaser agrees to promptly notify Seller of the assertion against Purchaser, in litigation or otherwise, of any claim of patent infringement respecting any of the products purchased hereunder. Seller shall have the right (but not the obligation) to assume control at any litigation arising out of such claims, including the settlement thereof. In the event such notice is given to Seller and Purchaser provides all necessary cooperation assistance requested by Seller and allows Seller to so conduct the litigation, Seller shall indemnify and hold the Purchaser harmless from and against any such claim relating to any of Seller’s standard products.
Notwithstanding the foregoing, Seller shall have no obligation or liability of any kind and Purchaser shall indemnify, defend, and hold Seller and its affiliates and their respective directors, officers, employees, contractors, agents, and representatives harmless from and against any and all claims, suits, liabilities, damages, losses, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys’ fees and litigation expenses) arising out of or resulting from:
(i) any allegation, claim, or proceeding relating to the use of any Customer Supplied Goods (“CSG”) or Purchaser Product Attributes, or products made, used, or sold utilizing the same;
(ii) Seller’s compliance with specifications, artwork, instructions, or materials furnished by Purchaser;
(iii) claims of infringement or violation of third-party intellectual property rights arising from Purchaser-supplied materials;
(iv) product liability claims arising from Purchaser’s application, integration, resale, distribution, or use of the products;
(v) Purchaser’s unauthorized resale, third-party marketplace sales, export violations, or violation of any Distributor, Dealer, or Channel Agreement; and
(vi) any acts or omissions of Purchaser’s customers, downstream resellers, agents, or representatives.
In the event any such claim is asserted against Seller, Seller shall provide prompt notice to Purchaser, and Purchaser shall assume control of the defense and settlement of such claim; provided, however, that Seller may participate in such defense with counsel of its choosing at its own expense. Purchaser shall not settle any claim in a manner that imposes liability or obligation upon Seller without Seller’s prior written consent.
Insurance. Purchaser shall maintain commercially reasonable commercial general liability insurance, including product liability coverage, with limits appropriate for the nature and scope of Purchaser’s business. Upon Seller’s request, Purchaser shall provide certificates of insurance evidencing such coverage. Failure to maintain such insurance may constitute grounds for suspension or termination of sales privileges.
Compliance with Laws; Law Enforcement Insignia. Purchaser shall comply with all laws applicable to its purchase, resale, and use of Products, including laws restricting the sale or possession of law enforcement badges, insignia, patches, and uniforms, United States export control and sanctions laws, and product warning requirements such as California Proposition 65 for Products that Purchaser sells into California. Purchaser shall not sell badges or law enforcement insignia to any person that Purchaser knows or has reason to know is not authorized to possess them.v
Government Contracts. Seller shall use commercially reasonable efforts to comply with all provisions which are mandatorily imposed on Purchaser by any applicable federal statute, but only in the event the Purchaser informs Seller in writing of all such requirements at the time of entry into the contract.
Government Purchasers. Where Purchaser is a federal, state, or local government entity, any provision of these Terms and Conditions concerning immunity, governing law, venue, jury waiver, indemnification by Purchaser, service charges on past due amounts, or collection costs applies only to the extent permitted by the law governing such Purchaser, and any conflicting mandatory provision of that law or of Purchaser’s applicable prompt payment statute shall control to that extent. All other provisions remain in effect.
Severability; Waiver. In the event any provision of these Terms and Conditions is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of these Terms and Conditions will remain in full force and effect. No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. The waiver of a breach of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach of these Terms and Conditions. Any waiver shall operate as a waiver only with respect to the specific matter involved and in no way shall extend to any further matter.
Assignment; Change of Control. Purchaser may not assign, transfer, delegate, or otherwise convey its rights or obligations under these Terms without Seller’s prior written consent. Any merger, acquisition, change of control, equity transfer, or transfer of substantially all assets of Purchaser shall be deemed an assignment for purposes of this provision. Any attempted assignment in violation of this section shall be void. Seller may assign these Terms and Conditions, in whole or in part, without Purchaser’s consent, including to any affiliate or to a successor in connection with a merger, acquisition, or sale of all or part of its business or assets.
Force Majeure. Seller shall not be deemed to be in default of or to have breached any provision of these Terms and Conditions as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, terrorist activities, pandemics, strikes or other labor disputes, riots, shortages of labor or materials, fires, transportation contingencies, loss or malfunctions of utilities or computer (hardware or software) services, laws, regulations, acts or orders of any government or agency or official thereof, other catastrophes, or any other occurrences beyond the reasonable control of Seller.
Privacy Policy. These Terms and Conditions incorporate Seller’s Privacy Policy, a copy of which is available at .
Marketing Materials. The imagery and designs used by Seller on its website or in any marketing or promotional materials are intended solely to demonstrate the effects that can be achieved with Seller’s products and not to imply that the designs have been supplied to or endorsed by their owners.
Emails/SMS. Purchaser may receive transactional emails and text messages relating to its orders and account. Seller may send promotional emails to Purchaser, and Purchaser may unsubscribe at any time using the link provided in any such email. Seller will send marketing text messages only to persons who have separately provided prior express written consent through a dedicated opt in. Consent to receive marketing text messages is not a condition of any purchase. Recipients may opt out of text messages at any time by replying STOP.
Notice. Any notice given pursuant to these Terms and Conditions or any agreement which incorporates these Terms and Conditions shall be in writing and sent either (i) by nationally recognized overnight courier (return receipt requested) to 602 SW 12th Avenue, Fort Lauderdale FL, 33312 or (ii) by email to the party for whom it is intended. Any notice given pursuant to these Terms and Conditions or any agreement which incorporates these Terms and Conditions shall be deemed to have been given or made on the date on which the addressee receives the same. Notice to Seller shall be deemed effective if delivered to any Seller entity identified herein at the address or email address then on file for that entity.
Headings. The paragraph headings used in these Terms and Conditions are included solely for convenience and should not be used to interpret or construe the provisions of these Terms and Conditions.
Use of Name. Purchaser grants to Seller the right to use Purchaser’s name on Seller’s list of business partners, which may be made available to third parties from time to time. Purchaser also grants to Seller the right to use Purchaser’s name in press releases with Purchaser’s written consent, which shall not be unreasonably delayed, conditioned or withheld. Seller shall not identify any government Purchaser as a customer or business partner without such Purchaser’s prior written consent.
Binding Effect. All of the terms and provisions of these Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns. The relationship between the parties is that of independent contractors. Nothing herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other in any manner whatsoever.
Survival. All provisions of these Terms which by their nature should survive termination or completion of performance shall survive, including but not limited to payment obligations, surcharges, service charges, security interests, warranties and warranty disclaimers, limitations of liability, indemnification, resale restrictions, intellectual property rights, governing law, jurisdiction, waiver of jury trial, and dispute resolution.
Amendment. Seller may update these Terms and Conditions by posting a revised version with a new effective date on Seller’s website and, for Purchasers with an account, by email notice to the address on file. Revised Terms and Conditions apply to orders placed on or after their effective date and do not apply to orders accepted by Seller before that date. Any other modification, amendment, or addition to these Terms and Conditions, or waiver of any of their provisions, shall be valid only if in writing and signed by an authorized officer of Seller.
