Applicability of Terms – These Standard Terms and Conditions (“Terms”) shall apply to all sales of goods (referred to herein as the “Products”) by Brown Creative, Inc. (d/b/a “Lost Luggage”) (“Seller”) to buyer (“Customer”).

Prices and Payment – Except as otherwise provided by Seller in writing, Standard Products (any Products listed on Seller’s most current price list posted on Seller’s website) are to be pre-paid. Special Order Products ((a) any Product customized by etching or screen printing, or (b) any Products with custom configurations) are priced subject to quote and are to be pre-paid. If Customer chooses to pay by credit card, a ”Credit Card Authorization” form will need to be filled out authorizing payment. No part of any amount due Seller hereunder may be reduced by any counterclaim, set off, adjustment or other right Customer may have against Seller, any party or otherwise.

Order Placement and Acceptance – Except as otherwise set forth below, Customer shall place orders to Seller for Products by either (a) phone, (b) in person, (c) submitting a written purchase order. If Seller makes any modifications to Customer’s purchase order, such modification shall be noted on Seller’s written acceptance of the purchase order and shall act as a counter-offer, and Customer shall indicate its acceptance of the modified purchase order in writing to Seller. No purchase order shall be effective unless and until it has been agreed to by both parties in writing. Orders may not be cancelled after acceptance by Seller without Seller’s written consent and at Seller’s sole discretion.

Taxes and Other Charges – Customer shall pay all taxes, fees, duties, levies or charges imposed by any governmental authority or common carrier. Applicable sales taxes and shipping charges will be invoiced.

Refunds – In the event of a refund, repayment will be given based on your original method of payment.

Delivery and Claims –  For all purposes of these Terms, title and risk of loss shall pass to Customer, and delivery to Customer shall be deemed completed, upon Seller’s tender of the Products to a common carrier. All shipments are fully insured for the benefit, and at the expense, of Customer. In the event of loss or damage in transit, Seller will act as Customer’s agent in making any necessary insurance claims. All delivery dates are approximate. Seller will deliver in one shipment when possible, but reserves the right to make delivery in installments, if necessary. In the event of unreasonable delay in delivery for any cause or reason, which is not cured by delivery within twenty-one (21) days after receipt of written notice from Customer, Customer shall be entitled to cancel its purchase order and receive a refund of any monies paid to Seller. The foregoing shall be Customer’s sole remedy for unreasonable delay or failure to deliver, and Seller shall have no other liability whatsoever to Customer for any such delay or failure. 

Inspections and Returns –  Customer shall inspect each Product upon receipt and shall, within five (5) days thereafter, give written notice to Seller of any error or claim that the Product does not conform with the terms of these Terms. Neither partial shipment by Seller nor any natural or process-driven imperfections in the Products shall constitute a basis for a non-conformity claim by Customer. Customer’s failure to give such written notice of non-conformity within the foregoing time period shall constitute Customer’s unqualified acceptance and waiver of all non-conformity claims, including any right to revoke acceptance. Products may not be returned without Seller’s prior written consent, and at Seller’s sole discretion. Accepted returns or cancellations are subject to the charges, terms and requirements notified in writing to Customer (which may include, without limitation, a 15% restocking fee). No acts on the part of Seller, including but not limited to, Seller’s receipt of a returned product from Customer, shall constitute Seller’s approval and acceptance of a returned product or cancelled order, unless Seller has provided its prior written consent to Customer. 

Proprietary Rights –  Customer acknowledges that Seller is the owner of all right, title, and interest in and to all patents, patent applications, designs, copyrights, trademarks, trade names, trade dress, and any other intellectual property rights covering the Products, including the sole right to manufacture such Products (“Intellectual Property Rights”). Except as provided in this Section, nothing in this Agreement shall give Customer any right, title, or interest in such Intellectual Property Rights. Customer shall not (a) contest the validity or ownership of the Intellectual Property Rights; (b) modify, reverse engineer or manufacture any of the Products or (c) permit or assist any other person or entity to contest the validity or ownership of the Intellectual Property Rights or to modify, reverse engineer or manufacture any of the Products. Notwithstanding the foregoing, Customer may use Seller’s trademarks, trade names, and trade dress on a non-exclusive basis for the duration of this Agreement solely for display or advertising purposes in connection with selling the Products in accordance with the terms and conditions set forth in this Agreement and in a manner that complies with all relevant laws and regulations. All display and advertising materials shall be approved by Seller in writing prior to use. Customer shall comply with any guidelines for use supplied by Seller regarding use of Seller’s trademarks, trade names, and trade dress and shall permit Seller to inspect Customer’s facilities using connection with efforts to sell the Products in order to confirm that Customer’s use of Seller’s trademarks, trade names, and trade dress is in compliance with this Section. Customer further agrees that any information which is provided to Customer by Seller and identified as proprietary or confidential shall not be divulged, disclosed, or in any way distributed or used by Customer in a manner inconsistent with the terms and conditions of this Agreement. 

Indemnification – To the extent permitted by law, Customer agrees to defend, indemnify and hold harmless Seller, its officers, directors and employees from and against all claims, liabilities, damages, losses and expenses, including reasonable attorney’s fees and costs of suit arising as a result of Customer’s or any of its customer’s misrepresentations regarding the Product, or as the result of any modifications to the Product by Customer or its customers. Seller agrees to give Customer prompt notice of any third-party claims that may be indemnifiable hereunder.

Entire Agreement; Amendments –  These Terms shall govern the sale of any Products by Seller to Customer and, with the identification of specific Products, quantities, prices and delivery terms set forth on a purchase order or quotation which is accepted by both parties, constitute the entire agreement between Seller and Customer and supersede all prior or contemporaneous promotional material, contracts, agreements, statements, promises, representations, warranties, purchase orders or quotations, whether written or oral. These Terms may not be amended, altered or modified except in writing by Seller. No other purported additions, amendments, alterations or modifications by Customer or any other person, whether oral or written shall be binding on Seller, regardless of Seller’s failure to object or Seller’s shipment of products. In the event of a conflict between these Terms and any purchase order, quote, or other writing or communication concerning the Products, these Terms shall govern.