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TERMS OF SALE

These Customized-Product Terms of Sale (“Custom Terms”) govern the purchase of customized Eureka® tumbler systems (“Custom Products”) from Newtabforall LLC, operating as Eureka (“Eureka,” “Seller,” “we,” “us”), through our website (www.eurekalifestyle.com, the “Site”) or authorized channels. Custom Products are those personalized at your direction (e.g., via our design tools allowing text, logos, or images). By ordering a Custom Product, you (“Buyer,” “you”) agree to these Custom Terms, which supplement our general Terms and Conditions (www.eurekalifestyle.com/terms-conditions).

1. Scope and Platforms

  • Consumer Purchases: If purchasing Custom Products for personal, family, or household use (e.g., gifts), use our Consumer Platform on the Site’s customizable product pages.
  • Reseller Purchases: If you’re a business, organization, or intend to resell Custom Products, contact our Sales Department (sales@eurekalifestyle.com) to become an authorized reseller (“Reseller”). Approved Resellers must use our Reseller Platform or an approved distributor. You warrant you’re authorized to bind your entity to these Custom Terms.
  • Applicability: These Custom Terms apply only to Custom Products and override conflicting terms in our general Terms and Conditions or other agreements, solely for Custom Products.

2. Content Rules

2.1. Seller Content

We may provide images, text, or designs (“Seller Content”) for use in customizing products. We grant you a limited, non-exclusive, revocable license to use Seller Content solely for designing and ordering Custom Products via our platforms. You may not download, distribute, create derivative works, or use Seller Content outside the ordered Custom Product. We may discontinue Seller Content at our discretion, and purchase does not grant trademark or reuse rights. Other buyers may use similar Seller Content without restriction.

2.2. Buyer Content

You may upload images, logos, text, or other content (“Buyer Content”) for Custom Products, subject to these restrictions. Buyer Content must not:

  • Infringe copyrights, trademarks, or other IP rights.
  • Violate privacy or publicity rights.
  • Be defamatory, harassing, hateful, or discriminatory (e.g., based on race, gender, religion, or political affiliation).
  • Depict or promote violence, pornography, illegal activity, or excessive drug/alcohol use.
  • Be fraudulent, misleading, or offensive, as determined by us.

We may reject or cancel orders if Buyer Content violates these rules, at our sole discretion. We may request proof of your rights to use Buyer Content (e.g., for suspected trademarks), but we’re not obligated to verify.

2.3. License to Eureka

By submitting Buyer Content, you grant Eureka a perpetual, non-exclusive, worldwide, sublicensable license to use, reproduce, modify, and distribute your Buyer Content to:

  • Design, produce, and deliver your Custom Products.
  • Market additional Custom Products to you (e.g., via email).
  • For Consumer Platform purchases, promote our customization services (e.g., on social media, ads), including images of your Custom Product.

You waive moral rights in Buyer Content. If Buyer Content includes an individual’s likeness (“Persona”), you warrant you have written permission to grant these rights and will provide proof upon request.

2.4. Feedback

If you provide suggestions or feedback about our products (“Feedback”), you grant us an unlimited, perpetual, worldwide right to use it without compensation, for purposes like product development or marketing.

3. Representations and Indemnification

  • Consumer Resale Ban: You warrant that Custom Products purchased via the Consumer Platform are for personal use and will not be resold, unless we agree in writing.
  • Content Rights: You warrant you have all rights and permissions to use Buyer Content and that it complies with Section 2.2. For Persona content, you have written consent from individuals depicted.
  • Indemnification: You agree to indemnify, defend, and hold harmless Eureka, its affiliates, vendors, and their respective officers, employees, and agents (“Eureka Parties”) from claims, losses, damages, or expenses (including legal fees) arising from your breach of these Custom Terms, including IP infringement or content violations.

4. Orders and Returns

  • Purchase Orders: Orders (“Purchase Orders”) are binding once submitted and cannot be canceled without our written consent.
  • Order Refusal: We may reject or rescind orders, even after acceptance, for violations of these Custom Terms (e.g., prohibited Buyer Content) or any reason, with written notice. Refunds will be issued for canceled orders.
  • No Returns: Custom Products are non-returnable except for defects under Section 5. You’re responsible for errors in Buyer Content or approved designs.
  • Color Accuracy: We strive for color accuracy, but monitor settings may vary. We don’t guarantee exact matches and recommend ordering non-custom samples if color is critical.

5. Limited Warranty

  • Consumer Purchases: Custom Products are warranted to match our published specifications and be free from material/workmanship defects under normal use, to the same extent as non-customized Eureka products at the time of sale.
  • Reseller Purchases: Custom Products are warranted for 90 days from title transfer, passing through to end consumers, not Resellers.
  • Remedies: For defective Custom Products (due to our fault), we’ll repair, replace (with a similar or non-custom product, at our discretion), or refund the purchase price, provided defects are reported within 90 days of delivery (for customization issues) and you comply with our return process (e.g., providing images or returning the product).
  • Exclusions: No warranty applies if defects result from improper use, post-delivery damage, or buyer-caused issues.
  • Exclusive Warranty: This warranty replaces all other warranties, express or implied, including merchantability or fitness for a particular purpose.

6. Limitation of Liability

To the fullest extent permitted by law, Eureka Parties are not liable for indirect, special, incidental, or consequential damages (e.g., lost profits) arising from Custom Products, their sale, delivery, or use. Our total liability is capped at the amount you paid for the Custom Product order in dispute.

7. Relationship to Other Agreements

These Custom Terms form a binding agreement and govern only Custom Products. If you have another agreement with us (e.g., general Terms and Conditions, wholesale agreement), these Custom Terms control for Custom Products in case of conflict, without affecting other terms.

8. Wholesale and B2B Terms

8.1 Applicability

These terms govern purchases of Eureka® tumbler systems and related products (“Products”) by businesses, organizations, or resellers (“Wholesale Buyers”) for resale, distribution, or commercial use, whether through our Reseller Platform, approved distributors, or direct agreements. Wholesale Buyers are subject to this Agreement, including our general Terms and Conditions, and, for customized products, our Customized-Product Terms of Sale (www.eurekalifestyle.com/custom-terms). By placing a wholesale order, you warrant you’re authorized to bind your entity.

8.2. Authorization and Reseller Platform
  • Approval Process: To purchase as a Wholesale Buyer, contact sales@eurekalifestyle.com to apply for authorization. Only approved Wholesale Buyers may access our Reseller Platform or purchase through approved distributors.
  • Reseller Restrictions: Unauthorized reselling of Products is prohibited. We may cancel orders suspected of unauthorized reselling, with refunds issued.
  • Branding and Distribution: Wholesale Buyers must comply with Eureka’s pricing, branding, and distribution policies, provided upon approval. You may not modify, rebrand, or sell Products outside approved channels.
8.3. Orders and Pricing
  • Minimum Quantities: Wholesale orders are subject to minimum order quantities, specified in our Reseller Platform or separate agreements.
  • Pricing: Wholesale pricing is provided upon approval, quoted in US dollars (USD). You’re responsible for currency conversion fees, taxes, duties, or other charges imposed by your jurisdiction.
  • Order Acceptance: We may reject or modify wholesale orders (even after confirmation) for reasons including inventory issues, suspected fraud, or non-compliance with these terms. You’ll be notified via email, with refunds for rejected orders.
  • No Cancellations: Wholesale orders are binding once accepted and cannot be canceled without our written consent.
8.4. Payment Terms
  • Payment Methods: Payments are processed via our third-party Payment Processor (per Section 14) or, for approved Wholesale Buyers, via invoice with terms specified in separate agreements, subject to credit approval. You warrant payment information is accurate and charges will be honored.
  • Non-Payment: If payment is not received, we may suspend your account, cancel orders, or pursue collection, with you responsible for all costs (e.g., legal fees).
  • Taxes and Duties: You’re responsible for all applicable taxes, duties, or import fees. We do not accept tax exemptions for wholesale sales.
8.5. Shipping and Delivery
  • Freight Terms: Products are shipped FOB Origin (Portland, Oregon), with title and risk of loss passing to you upon delivery to the carrier. You’re responsible for freight costs, customs clearance, and import duties.
  • Delivery Estimates: Delivery dates are estimates, not guarantees. We’re not liable for delays or related losses (per Section 15).
  • Claims: You must file claims for damaged/lost shipments with the carrier.
8.6. Custom Products

For customized Products, Wholesale Buyers must comply with our Customized-Product Terms of Sale. You warrant that Buyer Content (e.g., logos, text) does not infringe third-party rights and indemnify Eureka against related claims.

8.7. Brand Protection
  • Distribution Channels: You may only sell Products through approved retail channels, as specified in your reseller agreement. Online sales require our prior written approval.
  • Marketing: All marketing materials must adhere to Eureka’s branding guidelines, provided upon approval.
  • No Unauthorized Sales: Selling Products on unauthorized platforms (e.g., third-party marketplaces) may result in account termination and order cancellation.
8.8. Warranty and Liability
  • Warranty: Products are warranted as per Section 5 (Custom Products) or our standard warranty for non-customized Products, passing through to end consumers, not Wholesale Buyers. No additional warranties apply.
  • Liability Cap: Our liability for wholesale orders is limited to the purchase price paid, excluding indirect or consequential damages (e.g., lost profits), as per Section 21.
  • Indemnification: You agree to indemnify Eureka, its affiliates, and agents against claims arising from your resale, distribution, or use of Products, including IP infringement or non-compliance with these terms (per Section 22).
8.9. Termination

We may terminate your wholesale account or suspend orders for violations of these terms, unauthorized reselling, or at our discretion. Termination does not relieve you of payment obligations for accepted orders.

8.10. Compliance

Wholesale Buyers are responsible for compliance with local laws, including export controls, import regulations, and tax requirements. For EU/UK sales, you must comply with applicable consumer protection laws (e.g., VAT registration).

9. Contact Us

For questions or support, contact:

Email: support@eurekalifestyle.com