Terms & Conditions

Terms & Conditions – SP Merchandise Inc.

Please read these Terms & Conditions carefully before using our website or placing an order.

These Terms & Conditions ("Terms") govern your access to and use of the website, products, and services provided by SP Merchandise Inc. ("SP Merchandise," "we," "us," or "our"). By placing an order, creating an account, or using our website, you agree to be bound by these Terms. If you do not agree, please do not use our services.

1. General

SP Merchandise Inc. is a promotional products company based in Los Angeles, California, serving businesses across the United States. We reserve the right to update, modify, or replace any part of these Terms at any time without prior notice. Changes will be effective immediately upon posting to our website. It is your responsibility to review these Terms periodically.

2. Products & Services

We offer a wide range of customizable promotional products, including but not limited to apparel, drinkware, bags, tech accessories, corporate gifts, and event merchandise.

  • Product specifications (colors, sizes, materials, etc.) are described to the best of our ability. Minor variations may occur due to manufacturing processes.

  • Custom decoration (screen printing, embroidery, laser engraving, etc.) is performed based on the artwork and specifications you provide or approve.

  • We reserve the right to discontinue any product at any time without notice.

3. Order Placement & Acceptance

3.1 Placing an Order

You may place an order through our website, by email, or by phone. All orders are subject to acceptance by SP Merchandise.

3.2 Order Confirmation

An automated order confirmation does not constitute acceptance. We reserve the right to refuse or cancel any order for any reason, including but not limited to:

  • Product availability issues

  • Artwork or content violations (e.g., intellectual property infringement)

  • Pricing errors

  • Suspicion of fraudulent activity

3.3 Cancellations

Once an order has entered production, it cannot be canceled or modified. For orders not yet in production, cancellation may be possible but may incur a processing fee. Contact us immediately if you wish to cancel.

4. Pricing & Payment

4.1 Pricing

All prices are listed in United States Dollars (USD) and are subject to change without notice. Prices do not include shipping, taxes, or custom decoration fees unless explicitly stated.

4.2 Taxes

You are responsible for all applicable federal, state, and local taxes. If you are tax-exempt, you must provide a valid tax exemption certificate prior to order processing.

4.3 Payment Methods

We accept major credit cards (Visa, MasterCard, American Express, Discover), PayPal, and other methods as indicated at checkout. For large-volume orders, we may offer net terms (e.g., Net 30) subject to credit approval.

4.4 Late Payments

Late payments may be subject to interest charges of 1.5% per month (or the maximum allowed by law) and collection costs.

5. Production & Artwork

5.1 Artwork Requirements

You are responsible for providing artwork that meets our specifications (e.g., vector files such as AI, EPS, PDF). We are not responsible for quality issues resulting from low-resolution or improperly formatted files.

5.2 Artwork Approval

Production will not begin until you have approved a final digital mockup or proof. Once approved, changes cannot be made, and you are responsible for any errors in the approved artwork (e.g., spelling mistakes, incorrect colors, misplaced logos).

5.3 Intellectual Property

By submitting artwork, you represent and warrant that you own or have obtained the necessary licenses, permissions, or rights to use all trademarks, logos, designs, and other intellectual property contained in your artwork. You agree to indemnify and hold SP Merchandise harmless from any claims arising from your artwork.

5.4 Artwork Storage

We may retain your artwork files for future reorder convenience. If you wish to have your artwork deleted, please notify us in writing.

6. Shipping & Delivery

6.1 Shipping

Shipping timelines are estimates only. While we make every effort to meet stated delivery windows, we are not responsible for delays caused by:

  • Carrier issues (e.g., weather, strikes, operational delays)

  • Customs or border delays

  • Incorrect shipping addresses provided by you

  • Acts of God, natural disasters, or other force majeure events

6.2 Title & Risk of Loss

Title and risk of loss pass to you upon delivery to the carrier. We are not responsible for lost, stolen, or damaged packages once the carrier has taken possession, except as covered by our shipping insurance (if purchased).

6.3 Inspection Upon Delivery

You are responsible for inspecting your order upon delivery. Any claims for damaged, missing, or incorrect items must be reported within 5 business days of delivery. See our Delivery Information for details.

7. Returns, Refunds & Claims

7.1 Custom Products

Due to the custom nature of our products (items bearing your logo or custom design), we do not accept returns or offer refunds on custom-printed or personalized merchandise unless there is a verified manufacturing defect or error on our part.

7.2 Manufacturing Defects

If you believe your order contains a manufacturing defect (e.g., incorrect colors, misaligned print, poor quality decoration), please contact us within 5 business days of delivery with photos and a description. We will review the issue and, if determined to be our error, offer a replacement or refund at our discretion.

7.3 Non-Custom Stock Items

For non-customized, in-stock items, returns may be accepted within 14 days of delivery, provided the items are unused, in original packaging, and with all tags attached. Return shipping costs are your responsibility unless the return is due to our error.

7.4 Color & Material Variations

Minor variations in color, size, or material between the product image on our website and the actual product (due to screen settings, dye lots, or manufacturing processes) do not constitute a defect or grounds for refund.

8. Limitation of Liability

To the fullest extent permitted by law, SP Merchandise Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

  • Lost profits

  • Lost business opportunities

  • Damage to reputation or brand image

  • Costs of substitute products

Our total liability to you for any claim arising out of or relating to these Terms or our products shall not exceed the total amount paid by you for the specific order giving rise to the claim.

9. Disclaimer of Warranties

Except as expressly stated in these Terms, our products and services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that:

  • Our website will be uninterrupted or error-free

  • Defects will be corrected

  • Our servers or website are free of viruses or harmful components

10. Indemnification

You agree to indemnify, defend, and hold harmless SP Merchandise Inc., its owners, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of our website or services

  • Your breach of these Terms

  • Your violation of any third-party rights, including intellectual property rights

  • Your artwork or content submitted to us

11. Force Majeure

We shall not be held liable for any delay or failure to perform our obligations under these Terms if such delay or failure results from events beyond our reasonable control, including but not limited to:

  • Natural disasters (fires, floods, earthquakes, hurricanes)

  • Pandemics, epidemics, or public health emergencies

  • War, terrorism, riots, or civil unrest

  • Strikes or labor disputes

  • Government actions or supply chain disruptions

If a force majeure event occurs, we will notify you as soon as reasonably practicable and provide a revised estimated delivery date.

12. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or your use of our services shall be resolved exclusively in the state or federal courts located in Los Angeles County, California. You consent to the personal jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens.

For disputes involving amounts under $10,000, either party may elect to resolve the dispute through binding arbitration in accordance with the rules of the American Arbitration Association (AAA), conducted in Los Angeles, California.

13. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

14. Entire Agreement

These Terms, together with our Privacy Policy and Delivery Information, constitute the entire agreement between you and SP Merchandise Inc. regarding your use of our website and services, superseding any prior agreements, communications, or proposals, whether oral or written.