Y-NOT Terms & Conditions
For the understanding and interpretation hereof, each term shall have the following precise meaning:
Products: Items offered for sale by Y-NOT. These products are either featured in the Y-NOT site which can be consulted online at www.y-not.com; part of a creative item presentation of Products offered by Y-NOT; or from part of a non-catalog offer made up of custom Products which are created by Y-NOT, using instructions provided by the CUSTOMER, which may be formalized in contractual specification documents and which should be provided to Y-NOT at the time of requesting a quotation.
CUSTOMER: Entity visiting the Y-NOT site or who Y-NOT is selling a custom-designed or promotional product and Service to.
Products: Blank or decorated promotional Products upon which the distinctive brand/logo of the CUSTOMER are added, most often, but not limited to, their logo, contact details, visual art specific to their company or a slogan, irrespective of the technical process chosen.
Manufacturer: The manufacturer is the person and/or factory which assumes the responsibility for the design and manufacture of a promotional Product.
2. Order Placement
Product orders may be entered online using the Y-NOT site at www.y-not.com or CUSTOMER may send a complete purchase order to Y-Not electronically to the e-mail address provided.
Where applicable, at the same time as sending the purchase order, the CUSTOMER shall also send by email the desired decoration details such as brand name; logo; company name; event artwork; which the CUSTOMER wishes to use to decorate the Products ordered.
Orders sent by the CUSTOMER shall only become binding on Y-NOT after the tacit or express acceptance thereof by the latter. Purchase orders including delivery dates or decorated Products which cannot be accommodated, or payments terms not accepted by Y-NOT, or incorrect prices may be refused by Y-NOT.
Y-NOT shall only commence production of decorated Products and/or Products created by Y-NOT after written acceptance of the order proof by the CUSTOMER. The CUSTOMER may in writing to Y-NOT waive the formalities of approving and sending the proof and its acceptance. In this case, the production of the decorated Products and/or Products to be created by Y-NOT shall only be commenced when Y-NOT has received a document signed and dated by the CUSTOMER valid for agreement for the launch of production without the approval of the proof and canceling any claims or damages against Y-NOT which may have been made. Where applicable, the proof shall be either a virtual, paper, and/or actual sample of the decorated Product and/or the Product to be created, or an example of the decorated Product/Products to be created.
3. PRODUCT COLOR AND APPEARANCE
Every effort has been made to ensure that the products displayed on this site appear as accurately as possible. Product colors and images may appear distorted, or colors may not appear as they do due to configurations with your computer system. Please request a sample for the best results.
4. SITE IMAGES
We make best efforts to provide clear and color-correct product images by e-mail or on our site that best reflect the true nature of the products. However, website images are inherently limited in their ability to communicate color, scale, and detail. We want to remind CUSTOMERS to be careful about making assumptions about products from the site image alone. We strongly urge our CUSTOMERS to order actual samples. If you choose not to evaluate a physical sample, we cannot be held responsible for the difference between the image as it appears on your monitor and the final product.
5. AVAILABILITY OF PRODUCTS
Offers of Products are valid subject to stock availability. We try to produce your order in the exact quantity ordered, but this is not always possible due to quality control efforts and fast running machines. We reserve the right to ship and subsequently bill or credit, your charge card or account, for up to 10% over or under the desired quantity. In the case of stock shortages, Y-NOT shall advise the CUSTOMER of this if we are made aware.
In the event a PRODUCT is not available, the CUSTOMER shall have the option to request cancellation of the order or replacement of the Products ordered by other Products.
In the case of a request for replacement of Products which are out of stock by other Products, a new quotation shall be provided. There shall then be two options:
• Either the replacement Products are less expensive than the out-of-stock Products; in which case Y-Not shall then send a credit memo to the CUSTOMER for the difference if the Product has already invoiced
• The replacement Products are more expensive than the out-of-stock Products; in which case the CUSTOMER shall validate and approve the price difference in writing prior to Y-Not commencement of production of the order.
All domestic merchandise in the US is shipped FOB origin and pricing for shipping and handling are not included in the pricing. We are happy to provide shipping quotes. We typically ship UPS, FEDEX or Truck depending on the shipment origin, shipment size and desired in-hands date. All merchandise that’s made overseas is DDP to one location.
Place of delivery:
Deliveries shall be made to the address indicated on the purchase order. If no address is noted or provided or if there is a perceived problem with the shipping details provided by CUSTOMER, the delivery will not be processed, and the CUSTOMER will be contacted.
Delivery dates: Delivery dates are given as a guide only due to the uncertainties of transport.
Y-NOT undertakes to use its best endeavors to comply with the desired delivery dates indicated, except in circumstances beyond its control and in situations under force majeure.
Quantities delivered: Given the uncertainties of manufacturing and decorating, the CUSTOMER is advised that the quantities delivered, in the case of blank and decorated Products created by Y-NOT, may vary by plus or minus 5% compared to the quantities ordered by CUSTOMER. Invoicing shall then be based on the quantities actually delivered to CUSTOMER.
We make every effort to accurately estimate shipping charges. From time to time, we may underestimate the shipping charges on your order. In such event we may make reasonable adjustments to your shipping charges. You always have the option to provide us with a shipping account number. If there are additional carrier charges which occur at any point which are associated to your order such as residential shipping fees and product re-directs, we reserve the right to charge you as those carrier expenses become known.
8. RETURNS, CLAIMS AND CANCELLATIONS
Y-NOT is focused on service excellence. Please contact your Y-NOT Sales contact immediately with any questions you have regarding your order.
Damage due to transport: In the case of damage due to transport (theft of Products, disappearance or destruction of Products, damaged Products, etc.), the person or entity responsible for receipt of the promotional Products shall precisely note their name in capital letters and reiterate these to the transporter in writing by recommended letter within three (2) days of delivery (not including public holidays) pursuant to the provisions of local Commercial Codes, and inform Y-Not in writing within (3) days following delivery.
General provisions: In the case of claims, these shall be brought to the attention of your Sales contact at Y-Not in writing, with acknowledgement of receipt or by any other equivalent method. The claim shall be sent to Y-NOT within two business days (48 hours) following the date of delivery of the Products. No claim shall be accepted in the case of non- compliance with these formalities and deadlines. Claims to Y-NOT can only be made on Product, which is unused, unspoiled, and remain in the same original packaging as Product was shipped.
Exceeding delivery deadlines: Since delivery deadlines are provided as a guideline only, even when these delivery dates are related to an event, seminar, demonstration, Product launch, etc. if these delivery deadlines are exceeded this shall not give rise to any compensation in favor of the CUSTOMER of any kind or be grounds for refusal of the Product ordered or an extension of the payment deadlines. The cancellation of the sale shall only be requested in exceptional circumstances in which the delivery deadlines are excessively exceeded or do not comply with general practice in the profession.
Order Cancellation: Orders may only be cancelled prior the start of production and may incur costs leading up to the date of cancellation for services or work already performed. Please be sure to carefully proof your order to ensure the promotional product produced meets and exceeds your expectations.
9. OBLIGATIONS OF THE CUSTOMER- COMPLIANCE WITH INTELLECTUAL PROPERTY RIGHTS
Documents and products provided by the CUSTOMER for or during the manufacture of decorated Products: For the purposes of the manufacture of decorated Products, the CUSTOMER shall provide Y-NOT with documents or products which it shall itself have created in full or in part or which shall have been produced by a known or unknown third party, which maybe in the form of a model, a drawing, an image, a logo, a product medium, a request sufficiently detailed and precise to produce the Products, a sample or a template (hereafter referred to as the “Elements Provided”), this list is not exhaustive.
The CUSTOMER warrants that the brand marks, logos, designs, elements provided to Y-NOT, irrespective of their form, do not contain any reproduction, resemblance or counterfeiting which may adversely affect the rights of a third party (copyright, brand, patents, design and template, etc.) and it shall hold Y-NOT harmless against any action in this respect. Consequently, any damages suffered by a third party due to its rights being adversely affected shall be the exclusive liability of the CUSTOMER.
To use any logo a customer MUST have written permission from the registered owner of the logo or trademark or be an authorized agent or affiliate of the registered owner of the logo. A customer may NOT use any logo in a manner that may infringe copyright laws. A customer also may NOT use any logo in a vulgar, illegal, and/or unlawful manner. Y-NOT assumes no responsibility for damages or any wrongdoing that the purchaser may cause using a logo.
The Products are sold at the CUSTOMER’S risk. The only warranty from which the CUSTOMER may benefit is the warranty that may have been granted by the manufacturer or the supplier. The manufacturer’s warranty is set out either on the order confirmation sent to the CUSTOMER or on, or in, the promotional Product packaging.
Generally, the warranty shall be excluded in circumstances where the defect is caused by: damage related to transport, improper handling or use of the Product, an accident, a modification or adaptation of the Product, of any kind, use of the Product which does not comply with the instructions and conditions for use in its associated documentation.
11. LIMITATION OF LIABILITY
Y-NOT reserves the right to discontinue or change specifications and prices on blank or decorated merchandise and services offered without prior notice and without incurring any obligation to the CUSTOMER.
Once the blank or decorated promotional Products have been supplied, the CUSTOMER shall be liable for any damage they may incur or caused. CUSTOMER shall insure them against the risks of theft or deterioration.
Generally, Y-NOT shall not be liable for material or immaterial damage, whether consequential or not, related to the use or immobilization of the Products.
Insurance: Y-NOT and the CUSTOMER reciprocally undertake to take out and maintain in force professional liability insurance specific to their business providing satisfactory cover in relation to the volume of their activities and to provide supporting evidence thereof by the production of a receipt and the special and general terms on the first request by Y-NOT or the CUSTOMER.
12. PRICES – PAYMENTS – LATE PAYMENT PENALTIES
Prices and terms of payment for the Product by the CUSTOMER:
Amount – Costs – Taxes – Price reviews: Unless stated otherwise, the prices indicated are unit prices, exclusive of any taxes, shipping and import fees, if applicable. The ancillary costs of transport, packaging and additional insurance shall be invoiced to the CUSTOMER as supplements, unless the parties agree otherwise. In the case of a modification of price between the quotation being drafted or the sending of the order and the processing thereof, Y-NOT shall advise the CUSTOMER of this. The CUSTOMER shall then have the option either to confirm its order, having been informed of the new applicable pricing or to request cancellation of its order.
Payment terms: All payments to be in US dollars. The CUSTOMER undertakes to settle the invoice for the order in full on the date of sending the purchase order unless other exceptional terms of payment have been accepted in writing by Y-NOT. Every CUSTOMER acknowledges that it is aware of the fact that its future orders shall only be registered and processed after receipt of any past due amount payables on the date of sending of the purchase order.
Y-NOT reserves the right to modify or change CUSTOMER credit terms and permissible form of payment.
Late payment penalties and fixed compensation for recovery costs: In the case of payment after the due date, late payment penalties at the statutory interest rate may be applied, as well as fixed compensation for any debt recovery costs of shall be payable. The late payment penalties and fixed compensation of recovery costs shall be payable automatically, without reminder or legal or extrajudicial formalities being necessary.
13. SALES TAX
Y-NOT is required by law to collect all applicable state and local taxes for services and goods shipped. Companies, individuals, and organizations who are exempt from sales tax should provide us with a copy of their resale certificate by sending it to the Y-NOT sales contact you are working with.
Customers have the responsibility to ensure they comply with all state and local taxes. Please consult your tax advisor.
14. CHECK RETURNS
In all cases where we have a check returned for insufficient funds, we will assess a nominal fee.
15. NET 30 TERMS
If you are granted payment terms, you agree that if you are late paying your invoice, a 1.5% finance charge or the maximum charge permitted by law may be assessed against all accounts with past due balances. You agree to pay all the company’s reasonable attorney’s fees and all collection agency fees incurred in the collection of any amount owed thereunder and not paid when due.
The CUSTOMER undertakes to comply with and ensure that its members of staff and company representatives comply with the confidentiality of information relating to the conditions of manufacture and use of the promotional Products proposed for sale by Y-NOT, which it may become aware of within the framework of placing an order.
17. FORCE MAJEURE
Y-NOT shall be freed of its obligations in the case of force majeure, in other words due to any event which occurs through no fault of its own or is partially outside of its control. As a guide, but not limited to this list, the following shall be considered to be cases of force majeure: a prohibition on export or import issued by a government authority, employment conflicts leading to a general or sectoral strike, demonstrations blocking methods of transportation and supply, fires, floods, earthquakes, storms, insurgency, pandemics, suspension of external telecommunications networks, parcel referral errors by a transporter.
18. PROTECTION OF PERSONAL DATA
Personal information and data are provided by the CUSTOMER enabling Y-NOT to process orders, to better know its CUSTOMER and to continuously optimize the choice of communications and services offered to it. They may be communicated to partner, manufacturer, subcontractor companies of Y-NOT involved in the fulfilment of orders and in particular, to transport companies.
In the absence of opposition by the CUSTOMER, Y-NOT may communicate by letter and/or by email and/or by telephone, offers of imprinted promotional Products and services and information on its promotional Products and services.
19. ENTIRE AGREEMENT – PARTIAL INVALIDITY – PROOF
These General Terms of Sale and Service represent the entire agreement entered by the parties and replace any agreements or correspondence entered into or exchanged by the parties prior to the drafting of these General Terms of Sale and Service. If one or more provisions of the General Terms of Sale and Service are deemed to be invalid or declared invalid under a law, a regulatory provision or following a final court decision, the other provisions shall retain their force and their scope.
The files, data, messages and computerized directories stored in the computer systems of each party are accepted as proof of communications and agreements which have taken place between the Parties, provided that the party sending them may be identified and that they are drafted and stored in conditions able to guarantee their integrity. Their storage shall be presumed, unless proven otherwise, to have taken place in reasonable conditions of security if the files, messages, data and documents are automatically registered on a durable and unalterable medium.
If any provision of these Terms of Sale and Service 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 Sale and Service, all of which shall remain in full force and effect.
No waiver of any provision of these Terms of Sale and Service 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 Sale and Service shall not constitute a waiver of such right or provision. These Terms of Sale and Service and the order shall be governed by the laws of Florida.