Sound & Steel Printworks — Terms of Sale

1. Scope and acceptance

1.1These Terms of Sale govern every quote, estimate, order, and sale of custom-decorated apparel and related design services by Sound & Steel, and are incorporated by reference into every quote, estimate, invoice, and order confirmation we issue.

1.2Formation. A binding agreement is formed when the customer accepts the Estimate through the acceptance control, signs it, or confirms acceptance in writing. We will not schedule production until the required deposit and written proof approval are received.

1.3Precedence. Where a written quote or estimate we issue conflicts with these Terms, the quote or estimate governs for that order only. Customer purchase orders, vendor portals, and standard terms transmitted by the customer do not vary these Terms unless we accept them in a signed writing. Section 15 governs public-entity customers.

1.4Changes. We may revise these Terms at any time. The version in force on the date of your quote or estimate governs that order, and we retain that version with the order record.

1.5What these Terms do not cover. These Terms govern orders placed by a single customer, including an organizer who orders and pays on behalf of a group. Group campaigns in which individual participants or supporters pay us directly are governed by the separate campaign terms presented at the time of that campaign. Where no separate campaign terms have been issued, we do not accept such orders.

2. Quotes and estimates

2.1Quotes and estimates are valid for 30 days from issue, after which they must be reissued.

2.2Quotes are based on the garments, quantities, decoration method, print sizes, and locations described in them. A change to any of those, or a change in quantity that crosses a published price band, reopens the quote.

2.3We quote a single per-unit price covering the garment and its decoration. Garment cost is not itemized separately. Expedited blank freight under Section 3.10, where it applies, is shown separately.

2.4There is no setup charge and no per-color charge. We decorate by direct-to-garment (DTG) and direct-to-film (DTF) transfer, neither of which incurs screen setup. There is no minimum order; a single item is welcome.

3. Prices, payment, and taxes

3.1Deposit. A deposit of 50% of the pre-tax merchandise subtotal is required before production begins and is credited against the order price. A rush charge under Section 3.8 and expedited blank freight under Section 3.10 are not part of the deposit; freight is invoiced and collected at the same time as the deposit, and a rush charge is billed with the balance. We do not treat any part of your deposit as earned before delivery, and we do not deduct any cost from it. Where an order is cancelled, Section 9.1 sets out what, if anything, you owe. Sales tax will be calculated, collected and reported as required by applicable law and shown on the customer's invoice.

3.2Sales tax. Sales tax and other transaction taxes are calculated, collected, and reported as required by applicable law. For Washington pickup, delivery, or shipment, local sales tax is based on where the customer receives the goods. For shipments outside Washington, we collect tax where we are legally required to do so; the customer remains responsible for any tax lawfully due but not collected by us. The final invoice shows the full subtotal, credits the deposit received, and carries the entire tax amount.

3.3Balance. The remaining balance — the order price less your deposit, together with any rush charge under Section 3.8 and the sales tax under Section 3.2 — is due 14 calendar days after delivery. Delivery has the meaning given in Section 8.2, except that for a pickup order not collected within 7 days after we notify you in writing that it is ready, the balance is due 14 calendar days after that notice. We email you a secure payment link for the balance. Completed goods are not held pending payment of the balance.

3.4Payment terms and past-due charges. Net 30 terms may be extended solely to approved commercial accounts upon credit verification. Undisputed balances that remain unpaid 30 days after their due date accrue simple interest at 1% per month (12% per annum), or the maximum rate permitted by law if lower. Interest is not compounded, does not begin to accrue before the end of that 30-day period, and does not accrue on any amount disputed in good faith while the parties are working promptly to resolve the dispute. Customer shall reimburse Sound & Steel for all reasonable collection costs, including legal fees and court costs, incurred in collecting delinquent balances, to the extent permitted by law and recoverable as reasonable fees or costs.

3.5Returned payments and chargebacks. Returned payments and unsuccessful chargebacks may be assessed the actual fees charged to us by our bank or payment processor.

3.6There is no minimum order value.

3.7Design and file preparation. In-house design and artwork development is billed at $60 per hour with a 30-minute minimum. File preparation — background removal, resizing, color correction — is $25 flat. Both are waived for print-ready files. These fees are earned as the work is approved and performed, and are not credited against the merchandise price. They are not forfeited before the work is performed, and Section 9.1 governs refunds on cancellation.

3.8Rush service. Rush orders are accepted subject to availability and carry a rush charge according to our published schedule. A $25 minimum rush charge applies from the +30% band down. A rush date is not promised until we have your written proof approval and your deposit, and we do not order expedited blank goods before your deposit clears. If approval or deposit reaches us after the date stated on your estimate, the rush is requoted.

3.9Discounts. Published volume price breaks are prices, not discounts, and apply automatically. Any other discount — reorder, introductory, or verified — requires that the conditions stated for it are met. Only one discount applies per order; discounts do not combine, and the highest applicable discount is the one that applies. Discounts are calculated on the pre-tax merchandise subtotal and exclude shipping, design time, and file preparation. A discount for verified military, veteran, and first-responder customers is available on request.

3.10Expedited blank freight. Where meeting the date you requested requires us to pay expedited shipping to bring blank goods in, that freight is charged to you at our cost and shown as a separate line on your estimate and your invoice. We will tell you the amount before you accept the estimate, and you may decline it and take a later date instead. Expedited blank freight is not part of the merchandise subtotal, is not part of your deposit, and is not subject to any discount under Section 3.9. It is invoiced and collected at the same time as your deposit. Because we pay it to our supplier before production begins, it is earned and is not refundable once we have incurred it; if you cancel before we have ordered expedited freight, nothing is charged for it. If expedited freight is not required to meet your date, no such line appears. This Section does not apply to ordinary inbound freight, which is included in our prices, or to outbound shipping to you, which Section 8 governs.

4. Artwork, proofs, and approval

4.1Proof approval. We provide a digital proof before production. You are responsible for reviewing and approving spelling, colors, sizes, garment selection, and print placement. Sound & Steel is not liable for errors contained in artwork you approved. This limitation does not apply to an error introduced by Sound & Steel after proof approval or to a failure to produce the approved specifications.

4.2Two rounds of proof revisions are included. Further rounds are billed at the design rate. A substantive change of design is new design work and is billed as design time from the first hour.

4.3Production begins only after written proof approval and receipt of the deposit. Payment alone does not constitute proof approval.

4.4We may decline, pause, or discontinue any order or artwork for any lawful, non-discriminatory reason, including where Section 5 or Section 15 applies. Where we decline before production, we refund all amounts you have paid, except that we may retain fees for design or file-preparation work you separately requested, received, and can continue to use independently of the order.

5. Artwork ownership, warranties, and indemnity

5.1Your warranty of ownership. By submitting artwork, text, logos, images, or other material to us, you represent and warrant that you own that material outright or hold an express license sufficient to permit its reproduction on the goods you have ordered, and that its reproduction does not infringe any copyright, trademark, trade dress, patent, right of publicity or privacy, or any other right of any person or entity.

5.2Authority. You further represent and warrant that you are authorized to grant us the rights in Section 5.3 and, where you are acting for an organization, that you are authorized to bind it.

5.3License to us. You grant Sound & Steel a limited, non-exclusive license to reproduce, modify for production purposes, and apply your material to the goods for the purpose of fulfilling your order. We claim no ownership of your material.

5.4Indemnity. You agree to defend, indemnify, and hold harmless Sound & Steel and its members, officers, and employees from and against any claim, demand, suit, loss, liability, damage, cost, and expense, including reasonable attorneys' fees, arising out of or relating to any allegation that material you supplied infringes or violates the rights of any third party, or that its reproduction was unauthorized. This obligation survives completion of your order.

5.5No duty to investigate. We do not verify ownership of submitted material and undertake no duty to do so. Our acceptance of an order is not a determination that the material is clear for use, and nothing in these Terms shifts that determination to us.

5.6Refusal. We may refuse or halt any order where we believe in good faith that reproduction would infringe a third party's rights, would breach a licensing restriction, or would reproduce a protected government or service mark without documented authorization. Section 15.4 applies to military and government insignia.

5.7Artwork we create. Artwork, designs, layouts, and production files created by Sound & Steel remain the property of Sound & Steel, except as Section 5.12 provides. Design and file-preparation fees pay for our time and for the goods you ordered; they do not purchase ownership of the design. You receive a non-exclusive license to use that design on goods produced by Sound & Steel, including reorders. You may sell or give away those goods, and you may show the design and pictures of those goods to promote your order, event, or campaign, including on your website, social media, newsletters, fliers, and posters. This license does not cover putting the design on apparel, merchandise, signs, vehicles, or other products made by anyone else; Section 5.8 covers that.

5.8Buying the design outright. If you want to own a design we created — to use it on your website, signage, vehicles, or other merchandise, or to have it produced by another decorator — ask us before you order and we will quote a buy-out price for that design. We are not obligated to sell a buy-out, and we may decline or limit one where the design incorporates stock, licensed, or third-party material we are not free to transfer; Section 5.10(b) identifies what we retain. Any buy-out price is stated in your Estimate or in a separate written agreement before the order is placed, and ownership of the transferable elements passes to you on payment in full and a signed writing. Where your organization's procurement rules require that it own or hold unlimited rights in deliverables, tell us before you order; Section 15.5 applies. You may also ask for a buy-out after your order is complete, on the same conditions, while we still hold the design under Section 6.2. A buy-out is quoted design by design, based on the design work involved and how you plan to use the design.

5.9Your material is unaffected. The rights, limitations, and obligations set forth in Sections 5.7, 5.8, 5.10 (Artwork Exclusivity), and 5.11 apply solely to original artwork, designs, and visual assets created by Sound & Steel. Material you supplied to us remains yours, subject to the license in Section 5.3.

5.10Artwork Exclusivity & Portfolio Rights.

(a) Exclusivity Commitment. Subject to Section 5.10(b) and full payment of all amounts due, Sound & Steel agrees that custom visual artwork created by Sound & Steel specifically for Customer that incorporates Customer’s name, proprietary unit crest, mascot, registered trademark, or explicitly unique identifying emblems ("Identifying Artwork") will not be produced, printed, or sold by Sound & Steel for any other customer. This exclusivity commitment survives completion of the order.

(b) Exclusions & Retained Assets. Identifying Artwork does not include, and Sound & Steel expressly retains all rights to freely reuse: generic design elements, stock or licensed assets, standard fonts, typographic layouts, color schemes, and underlying design templates.

(c) Default & Remedy. Sound & Steel’s obligations under this Section 5.10 are contingent upon Customer’s full performance under the Agreement. If Customer breaches these Terms, cancels an order post-design phase, or fails to pay any outstanding balance when due, Sound & Steel’s exclusivity obligations under this Section 5.10 immediately terminate, without prejudice to any other remedies available at law. Termination of the exclusivity commitment does not expand the license in Section 5.3 and does not authorize Sound & Steel to reproduce or use Customer-supplied names, logos, marks or other protected material for any other purpose.

(d) Portfolio Display. We will display customer artwork or completed work in our portfolio, website, sales materials, or social media only with the customer's express written permission. Permission is optional and is never a condition of sale. Any display will identify the work only as an example of Sound & Steel's services and will not imply sponsorship or endorsement. We will honor a reasonable written request to remove a display. Military, government, and public-entity artwork also requires permission from an authorized representative and any separately required rights holder.

5.11Source and production files. Editable source files, working layers, templates, and production files for artwork we create stay with us, and we keep them only as Section 6.2 describes. Unless you buy the design under Section 5.8, we do not release them. You may keep the proof we send you for your reference. A buy-out includes the finished design as print-ready vector (PDF or SVG) and high-resolution PNG files. It does not include our templates, working layers, color separations, or any stock or licensed element we are not free to transfer. If the design uses a font that requires a license, you need your own license to edit it.

5.12Cleaned-up and redrawn artwork. When we clean up or redraw material you supplied, for example turning a low-resolution logo into a vector file, the result remains your material under Section 5.9, and we claim no ownership of it. Once that work is paid for, we will send you the file on request at no extra charge, while we still hold it under Section 6.2.

6. Artwork handling, storage, and retention

6.1How we receive files. Artwork is received through our order form or by email to info@soundandsteelprintworks.com. Files submitted through the order form are stored in our website provider's system and are accessible to us as the account holder; files sent by email are held in our business mailbox. We do not publish material you supply or make it available to other customers. Section 5.10 governs artwork we create for you.

6.2Retention of artwork. We keep the production artwork for your order for 24 months after delivery so that reorders can be produced without resubmitting it, unless you ask us to delete it sooner. After that it is ordinarily deleted from our active production systems, except where it is needed to resolve a warranty claim or dispute, to meet a legal or tax obligation, or where you have asked us to keep it longer. Backup copies may remain until they are overwritten in the normal course of our backup cycle. We hold your files as a matter of production convenience, not as a repository of record.

6.3Your instructions. You may ask us at any time to delete your production file before the 24 months end, or to keep it longer, and we will note your instruction on your account. Keep your own copy of any artwork you may need again.

6.4Records we do keep. Invoices, sales records, proof of payment, and transaction records are generally retained for seven years for tax, accounting, dispute-resolution and recordkeeping purposes. Those records identify the customer, date, item description, price, and a proof or thumbnail reference. They do not include high-resolution source artwork, which is stored separately and deleted on the schedule in Section 6.2.

6.5Care. We handle your files with reasonable commercial care. We are not an archival or backup service and do not warrant against loss of material you have not retained yourself.

7. Production, turnaround, and tolerances

7.1Standard turnaround is 7–10 business days, and the clock starts on written proof approval and receipt of the deposit — not on order submission.

7.2Any turnaround date is an estimate made in good faith. We are not liable for delays caused by supply shortages, carrier delays, equipment failure, or other causes beyond our reasonable control. If a delay outside our control is expected to exceed 30 days, either party may cancel the unproduced portion of the order, and we will refund amounts paid for that portion. If an Internet, mail, or phone order cannot ship within the stated timeframe, or within 30 days if no clear shipping time is stated, we will give any delay notice, cancellation option, and refund required by law.

7.3Quantity produced equals quantity ordered. There is no under-run or over-run allowance, because DTG and DTF have no setup spoilage. Billing reflects the quantity ordered.

7.4Colors are matched as closely as the process and substrate permit. Screen and monitor colors are not a guarantee of printed color.

7.5Print placement tolerance is approximately plus or minus one quarter inch.

8. Delivery, shipping, and risk of loss

8.1We ship nationwide. Pickup in Chimacum and local delivery are available by arrangement; we confirm what is available, and any cost, in your quote.

8.2Title and risk of loss pass to you on confirmed delivery to the address you give us, and on handover for pickup and local delivery. We remain responsible for getting your order to the delivery address, and we will handle carrier claims ourselves.

8.3Shipping charges are as quoted. Delivery dates offered by carriers are the carriers' estimates, not ours.

8.4Pickup is by prior arrangement at a time and place we confirm in writing. We do not use, and cannot accept goods at, any post office or other federal facility as a pickup location.

9. Cancellations and changes

9.1Cancellation before production. You may cancel in writing before printing or decoration begins. Your deposit is refundable in full, and we do not deduct materials, blank goods, freight or other costs from it. Separately from your deposit, on cancellation you remain responsible for design and file-preparation charges under Section 3.7, which are earned as the work is approved and performed; expedited blank freight under Section 3.10 that we have already incurred; and our cost for blank goods we purchased specifically for your order that cannot reasonably be returned or reused. We will provide an itemized calculation, invoice any amount owed under this Section, and refund your deposit within ten business days of cancellation. There is no restocking fee. If we cancel your order or cannot perform it through no fault of yours, we will refund all amounts you have paid, except that we may retain fees for design or file-preparation work you separately requested, received, and can continue to use independently of the order.

9.2Cancellation after production begins. Because the goods are made specifically for you, an order cannot ordinarily be cancelled or changed once printing or decoration has begun. Production begins when printing or decoration begins; quoting, design discussion, proof preparation, ordering blank goods that can be reused, and internal scheduling do not begin production. This Section does not limit your rights if the goods are defective, incorrect, or otherwise fail to conform to the approved order.

10. Unclaimed goods

10.1If a completed order is not collected, we will give the customer written notice and hold the completed goods for 30 days after that notice.

10.2After the 30-day period, we may dispose of completed custom goods that remain uncollected. Amounts already paid will be applied to the unpaid order price, completed design or file-preparation services, and other documented amounts recoverable under applicable law. We will refund any excess. Because completed custom goods ordinarily cannot reasonably be resold, disposal does not reduce the customer's responsibility for amounts otherwise lawfully owed.

11. Returns, defects, and customer-supplied goods

11.1Because our goods are made to order, properly produced goods cannot be returned because of preference changes, sizing selections approved by the customer, or other matters unrelated to a defect or error.

11.2Please report visible defects, damage, shortages or incorrect items promptly, ideally within 72 hours of receipt, with photographs on request. Other defects must be reported within a reasonable time after discovery. We will investigate and, as appropriate, repair, replace or refund the affected goods. Nothing in this Section limits rights that cannot legally be waived.

11.3We are not responsible for manufacturer defects, dye migration, or fabric and seam issues in garments supplied by you, and we cannot guarantee decoration results on such goods. We are not responsible for ordinary decoration-process risks on customer-supplied garments, except to the extent caused by our negligence or willful misconduct.

12. Limitation of liability

12.1Cap. To the maximum extent permitted by law, our total liability arising out of or relating to an order, whether in contract, tort, warranty, or otherwise, will not exceed the amount you paid for that order. This limitation does not apply to fraud, willful misconduct, gross negligence, personal injury, or any liability that cannot legally be limited.

12.2Excluded damages. We are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, event or deadline losses, or reputational harm, even if we were advised such damages were possible. This exclusion does not apply to fraud, willful misconduct, gross negligence, personal injury, or any liability that cannot legally be excluded.

12.3Production characteristics. Custom decoration involves reasonable variation. We do not warrant exact color matching to a screen, monitor or supplied sample, exact print placement within the tolerance stated in Section 7.5, or the behavior of a garment fabric we did not supply. This Section does not disclaim any implied warranty in a consumer transaction and does not limit rights that cannot legally be waived.

12.4Limits on these limits. Nothing in this Section limits liability that cannot be limited under Washington law, and nothing in this Section limits your obligations under Section 5.

13. Attribution and authorized agency

13.1A quote, estimate, or proof approval link is uniquely assigned to the named customer contact and is not transferable.

13.2Any individual who accesses and accepts such a document represents that they hold actual authority to bind the customer.

13.3Electronic records and signatures. You consent to transact business with us electronically. Quotes, estimates, proofs, approvals, invoices, and notices delivered by email or through our online documents have the same legal effect as paper records signed by hand, and we may rely on them as originals. We will provide a copy of the Terms of Sale in force for your order with the Estimate, and you may retain it.

14. Privacy and contact

14.1We collect only the information needed to quote, produce, deliver, and account for your order. Our Privacy Policy describes how information and files are processed, stored, and retained.

14.2We contact you about your order. We do not sell customer information, and we do not add you to marketing lists without your consent. Our Privacy Policy describes any advertising or analytics services active on our website and the choices available to you.

15. Government, military, and public-entity customers

This Section applies where the customer is a federal, state, tribal, or local government entity, a military command or unit, a public school or district, or any other public body, and where an order is funded with appropriated, unit, Mess, or morale-welfare-and-recreation funds. It modifies the Sections named. Please read it before ordering.

15.1Why this Section exists. Public entities are frequently prohibited by law from granting open-ended indemnities — under the Anti-Deficiency Act federally, and under comparable state restrictions. The indemnity in Section 5.4 may therefore be unenforceable against you, in whole or in part. We would rather say so plainly and handle it at order time than discover it in a dispute.

15.2What applies instead. Where you are legally unable to provide the indemnity in Section 5.4, that Section is limited to the maximum extent permitted by applicable law, and the warranties in Sections 5.1 and 5.2 continue to apply in full. For any order reproducing a unit crest, organizational emblem, or other institutional mark, we will require written confirmation from an authorized representative of your organization that the submitted material is owned by, or expressly licensed to, that organization for the ordered use; we may require the same confirmation for any other order. We may decline an order where that confirmation is not provided.

15.3Do not send us controlled information. Our systems are ordinary commercial systems. They are not accredited or configured for classified information, Controlled Unclassified Information (CUI), For Official Use Only (FOUO) material, export-controlled technical data under ITAR or EAR, or operational information. Names, nicknames, and numbers to be printed on the garments are fine and are handled under Section 6; do not send us rosters, recall lists, personnel records, contact rosters, or member data that goes beyond the printed content. Do not submit any restricted material to us in artwork, file names, email, or order notes. If you believe you may have done so, tell us immediately and we will delete it and confirm deletion in writing.

15.4Service marks and insignia. We do not reproduce a service seal, emblem, official insignia, or other protected government mark without documented authorization from the licensing authority, supplied by you. We produce regulation-compliant garments that carry no service mark, and we produce authorized unit artwork only where the authorization is in hand. Ask us before assuming a crest can be printed.

15.5Procurement terms. Purchase orders, contract vehicles, and procurement documents frequently incorporate standard clauses by reference. Those clauses do not bind us unless we have agreed to them in a signed writing before the order is accepted. If your organization requires flow-down clauses, a vendor agreement, a certificate of insurance, or registration in a purchasing system, tell us before you order so we can review it. Section 15.8 governs where your procurement regulations mandate ownership of, or unlimited rights in, custom artwork; to that extent Section 15.8 controls over this Section. This Section does not apply to a requirement that applies as a matter of law and cannot be waived.

15.6Ordering authority. Section 13 applies. The individual placing the order represents that they hold the authority to obligate the funds used, and that the purchase is consistent with their organization's rules on purchases from a commercial vendor.

15.7We may decline. Where the combination of unavailable indemnity, unverified artwork rights, and restricted-material risk cannot be resolved at order time, we may decline the order. Declining is not a judgment about you or your organization; it is us not accepting a risk we cannot price.

15.8Public entity and government procurement. Government and public-entity orders are subject to applicable laws and procurement requirements that cannot legally be waived. Other procurement, flow-down, intellectual-property, and data-rights terms apply only when identified in an order-specific document and accepted before the order by authorized representatives of both parties.

15.9Tribal governments. Orders placed by a tribal government or a tribal enterprise are accepted only under an order-specific written agreement. Section 16.1 and Section 13 do not by themselves address sovereign immunity, and we will address it in that agreement before accepting the order.

15.10Government Purchase Cards. Use of a Government Purchase Card does not by itself transfer Sound & Steel's pre-existing artwork or intellectual-property rights. Any transfer or expanded license involving custom artwork, and any related fee, must be stated in the Estimate or an accepted order-specific addendum before the order is placed. No additional fee or transfer arises solely from an unidentified incorporated term, except to the extent required by applicable nonwaivable law.

16. General

16.1Governing law and venue. These Terms are governed by the laws of the State of Washington without regard to conflict-of-laws rules. Subject to any nonwaivable consumer, small-claims, public-entity, or other mandatory venue rule, venue for any dispute lies in Jefferson County, Washington.

16.2Entire agreement. These Terms, the accepted Estimate, accepted proofs, written change approvals, and any signed order-specific addendum constitute the entire agreement for the order and supersede prior discussions.

16.3Severability. If any provision is held unenforceable, the rest remains in force and the unenforceable provision is limited to the minimum extent necessary.

16.4No waiver. Our failure to enforce a provision is not a waiver of it.

16.5Force majeure. We are not liable for failure or delay caused by events beyond our reasonable control.

16.6Assignment. You may not assign an order without our written consent.

16.7Survival. Sections 3, 5, 6, 11, 12, 13, 15, and 16 survive completion or termination of an order.

Questions about these Terms: info@soundandsteelprintworks.com

Sound & Steel Printworks Co LLC · Chimacum, Washington