Terms and Conditions

JBOS Custom's offices are located at Rm 421-422, Qishenghuo AI Yousong Garden, Longhua District, Shenzhen, Guangdong 518027, China. You may contact us by email at jboscustom@gmail.com.

JBOS Custom engages only in Business-to-Business sales (B2B), and does not sell to individual consumers. The following are therefore business-to-business terms and conditions.

2.1 After placing an order, you may receive an email from us acknowledging that we have received your order. This does not mean your order has been formally accepted. Your order constitutes an offer to buy a Product or Products. All orders are subject to acceptance by us, and we will confirm acceptance by sending an email that confirms your order has been accepted (the Order Confirmation). The contract between us (the Contract) will only be formed when we send the Order Confirmation.

2.2 The Contract will relate only to the Product(s) whose order we have confirmed in the Order Confirmation. We will not be obliged to supply any other Product(s) that may have been part of your order until those Product(s) have been confirmed in a separate Order Confirmation.

2.3 Any quotation is given on the basis that no Contract shall come into existence until we send the Order Confirmation. Because our products include components with fluctuating costs, we reserve the right to revise quotations for products and related services without prior notice.

3.1 The quantity and description of the Product(s) shall be as set out in our quotation or Order Confirmation.

3.2 All samples, drawings, descriptive matter, specifications, advertising, catalogues, and brochures are issued or published solely to give an approximate idea of the Products described in them.

3.3 If you have specific requirements, you may order a working sample for verification purposes and we reserve the right to charge for this service.

4.1 Any dates specified by us for delivery of Product(s) are estimates. Time for delivery shall not be made of the essence by notice from you or us. If no dates are specified, delivery shall be within a reasonable time.

4.2 We shall not be responsible for delays in transit, customs clearance, or at any point after we have passed the Product(s) to third-party logistics companies for delivery.

4.3 We may deliver Product(s) by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the Contract.

4.4 Each instalment shall be a separate Contract and cancellation or termination of one instalment shall not entitle you to cancel any other Contract or instalment.

4.5 You shall be deemed to have accepted Product(s) fourteen (14) days after delivery unless we are otherwise advised in writing after delivery in a form that clearly identifies the Product(s) not accepted and the reasons. In any event, you shall be deemed to have accepted Product(s) thirty (30) days after delivery.

5.1 The quantity of any consignment of Product(s) recorded by us or our agent upon dispatch shall be conclusive evidence of the quantity received by you unless you provide conclusive evidence proving the contrary.

5.2 If you fail to accept delivery when Product(s) are ready, or we are unable to deliver because you have not provided appropriate instructions, documents, licences, authorisations, or a clear and open delivery location, risk in the Product(s) shall pass to you, Product(s) shall be deemed delivered in a timely manner, and we or our agent may store Product(s) at your cost.

5.3 We shall not be liable for non-delivery unless you give written notice within seven (7) days of the date when Product(s) would ordinarily have been received.

5.4 Any liability for non-delivery shall be limited to replacing Product(s) within a reasonable time or issuing a pro rata credit note against any invoice raised for Product(s) that have not been successfully delivered.

5.5 We shall not be liable for consequential or other losses arising from non-delivery or late delivery of Product(s).

5.6 We shall not be liable if you purchase alternative or replacement products from another source as a consequence of non-delivery or late delivery.

6.1 You may not cancel any order or part of an order that is due for delivery within forty-five (45) days.

6.2 You may not be permitted to cancel an order where we have begun customization and where Product(s) have been rendered impossible or impractical to resell. Any cancellation request will only be accepted by written notice provided you pay reasonable cancellation charges notified by us.

6.3 If you breach these Terms, experience insolvency events, fail to observe obligations under the Contract, cease to trade, or encumber Product(s), we may at our discretion cancel the contract and require return of any Product(s) not yet fully paid for and over which we retain title.

7.1 Customer's Warranty of Non-Infringement: JBOS Custom supplies custom promotional products marked with the customer's logo, word, picture, number, name, symbol, or combination of those things provided by the customer (Customer mark). JBOS Custom does not undertake to investigate the customer's right to use such Customer mark. Customer warrants that it has full and unlimited right to use Customer marks and that such marks do not infringe any trademark, copyright, patent, or other intellectual property right of any other party.

Customer agrees to indemnify JBOS Custom and hold JBOS Custom harmless against any claim of intellectual property infringement arising from any Customer mark. Customer agrees to defend and indemnify JBOS Custom against all claims by any third party that a Customer mark infringes any trademark, copyright, patent, or other intellectual property right, and to reimburse reasonable out-of-pocket expenses, including costs and attorneys' fees.

As part of this Agreement, Customer understands and agrees that JBOS Custom specifically disclaims any warranty that goods shall be delivered free of the rightful claim of any third person by way of infringement arising from or relating to a Customer mark under Section 2-312(3) of the California Commercial Code or any equivalent law.

7.2 By entering into this Contract you grant us a non-exclusive global licence to use your trademark(s) for customization of Product(s) and associated packaging.

7.3 You confirm that you have the right to use all trademarks, copyrights, and other intellectual property that you provide to us in the course of doing business.

7.4 You grant us a non-exclusive global licence to use your trademark(s) in association with our Products and in marketing materials. You may withdraw consent in writing; materials already in existence may continue to exist and be used, but no new material shall be created.

7.5 You agree to fully indemnify us against all intellectual property claims related to trademarks, copyrights, and other intellectual property you provide to us.

7.6 You agree that you have no right to reproduce our Product designs or purchase products embodying our Product designs from third parties unconnected with us.

7.7 We grant you a non-exclusive global licence to use Product(s) purchased from us anywhere in the world where such use is legal. It is your sole responsibility to determine the legality of your intended and actual use.

8.1 Product(s) will be at your risk from the time of delivery FOB destination.

8.2 Ownership and title of Product(s) will only pass to you when we receive full payment of all sums due in cleared funds, including delivery and other charges.

8.3 Until ownership and title pass to you, you shall hold Product(s) as our bailee, store them separately and identifiably, not destroy or obscure identifying marks or packaging, and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction.

8.4 You may resell Product(s) before ownership and title pass solely on the basis that any sale is a sale of our property and you deal as principal. Proceeds of such sale to the value of the Product(s) shall be paid to us without undue delay.

8.5 Your right to possession of Product(s) shall terminate immediately if you experience insolvency events.

8.6 We shall be entitled to recover payment for Product(s) notwithstanding that ownership has not passed from us to you.

8.7 You grant us, our agents, and employees an irrevocable licence to enter premises where Product(s) are or may be stored to inspect them or, where your right to possession has terminated, recover them.

8.8 On termination of the Contract, our rights in this section shall remain in effect.

9.1 The price of Product(s) will be as quoted to you from time to time, except in cases of obvious error.

9.2 Prices are quoted inclusive of packaging, loading, unloading, and carriage but exclusive of tax, delivery, and insurance, the costs of which will be added to the total amount due.

9.3 Prices may change at any time, but changes will not affect orders for which we have already sent an Order Confirmation.

9.4 An invoice shall be sent to you on the date of dispatch or at any time following the Order Confirmation where advance payment is required.

9.5 Payment is due in the currency specified on the invoice and must be made strictly within the term specified on the invoice.

9.6 Time for payment shall be of the essence. No payment shall be deemed received until we have received cleared funds. All payments payable under the Contract become due immediately on termination.

9.7 Our website and price lists may contain pricing errors. Where we become aware of an error we reserve the right to cancel any order should agreement on a corrected price not be reached, and we are under no obligation to provide Product(s) at an incorrect lower price.

9.8 Payment may be made by bank transfer, credit card, or debit card.

9.9 You shall make all payments due under the Contract in full without deduction by way of set-off, counterclaim, discount, abatement, or otherwise unless required by a valid court order.

9.10 If you fail to pay any sum due, we reserve the right to charge an administration fee of USD $25.00 or equivalent, recover debt collection costs, and claim interest from the due date at an annual rate of 4% above the base lending rate of Bank of America, accruing daily until payment is made.

10.1 Where we are not the manufacturer of Product(s), we shall endeavor to transfer to you the benefit of any warranty or guarantee given to us.

10.2 We warrant that, subject to these Terms, upon delivery and for one hundred and eighty (180) days from the date of delivery, Product(s) shall be of the satisfactory quality expected of promotional items.

10.3 We shall not be liable for breach of warranty unless you give written notice within 7 days of discovering the defect, and we are given reasonable opportunity to examine the Product(s), including return to our place of business at your cost if requested.

10.4 We shall not be liable if you make further use after giving notice, if the defect arises because you failed to follow instructions or good trade practice, or if you alter or repair Product(s) without written consent.

10.5 If Product(s) do not conform with the warranty, we shall at our option repair, replace, or refund the price at the pro rata Contract rate.

10.6 Where we replace defective Product(s), we reserve the right to supply replacements without original customization features.

10.7 If we comply with this section, we shall have no further or consequential liability for breach of warranty and any replaced Product(s) shall belong to us.

11.1 Subject to these Terms, we shall not be liable for direct, indirect, or consequential loss, including economic loss, loss of profits, loss of business, depletion of goodwill, costs, damages, charges, or expenses caused by delay in delivery, and delay shall not entitle you to terminate or rescind unless delay exceeds 180 days.

11.2 We shall not be liable for direct, indirect, consequential, or other loss, injury, or adverse effect caused through use of Product(s) beyond that expected from normal use of promotional items.

11.3 We shall not be liable for loss, injury, or adverse effect caused to third parties that you provide Product(s) to; such liability is your sole responsibility.

11.4 Where you request us to transfer data onto a Product, we shall not be liable for the content or quality of such data or the quality or effectiveness of transfer.

11.5 We shall not be liable for data loss or corruption experienced when using Product(s), and you are expected to maintain effective backup copies of all data.

11.6 We shall not be liable for claims relating to performance, speed, usable capacity, lifecycle, or similar parameters where, at dispatch, Product(s) were suitable for use as basic promotional items.

11.7 Our liability for losses arising from breach of this agreement is limited to the lesser of the purchase price of Product(s) in your individual Order or the actual losses incurred with evidence, and we shall not be liable for costs incurred without our written agreement.

11.8 This does not include or limit liability where such liability cannot be disclaimed or limited under California law.

12.1 If you order Product(s) for delivery outside the United States, they may be subject to import duties and taxes when delivery reaches the destination. You are responsible for payment of such duties and taxes. We have no control over these charges and cannot predict their amount.

12.2 You must comply with all applicable laws and regulations of the country for which Product(s) are destined. We will not be liable for your breach of such laws.

12.3 Where such obligations exist, you will assume the role and obligations of Producer of the Product(s). Where a competent authority asserts that we are subject to Producer obligations, you will indemnify us in full.

12.4 Where we import Product(s) in our name for delivery to you, you will assume all responsibilities of the Importer as if Product(s) had been imported in your name and will indemnify us against associated costs.

13.1 When using our website, you accept that communication with us will be mainly electronic. We will contact you by email or provide information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and acknowledge that electronic communications comply with legal requirements that communications be in writing.

13.2 All notices given by you to us must be sent by email to jboscustom@gmail.com. Any legal notices must be sent to us as provided by California law.

13.3 Notices will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after posting of any letter. It will be sufficient to demonstrate that a letter was properly addressed, stamped, and placed in the post or that an email was sent to the specified email address.

14.1 The contract between you and us is binding on you and us and on our respective successors and assigns.

14.2 You may not transfer, assign, charge, or otherwise dispose of a Contract or any rights or obligations under it without our prior written consent.

14.3 We may transfer, assign, charge, subcontract, or otherwise dispose of a Contract or any rights or obligations under it at any time during the term of the Contract without notice.

15.1 We will not be liable or responsible for failure to perform, or delay in performance of, obligations under a Contract caused by events outside our reasonable control (a "Force Majeure Event").

15.2 A Force Majeure Event includes acts, events, omissions, or accidents beyond our reasonable control, including strikes, lock-outs, civil commotion, riot, invasion, terrorist attack or threat, war or threat of war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, adverse weather, natural disaster, impossibility of transport or telecommunications networks, and acts, decrees, legislation, regulations, or restrictions of any government.

15.3 Our performance is suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for that period. We will use reasonable endeavors to bring the Force Majeure Event to a close or find a solution by which obligations may be performed despite it.

16.1 If we fail at any time to insist upon strict performance of your obligations, or fail to exercise rights or remedies, this shall not constitute a waiver and shall not relieve you from compliance with those obligations.

17.1 If any term or provision is determined by a competent court or authority to be invalid, unlawful, or unenforceable, it will be severed to that extent and the remaining terms will continue to be valid to the fullest extent permitted by law. The severed term will be replaced by a lawful term modified in the minimum way possible to achieve as close to the original intention as possible.

18.1 These Terms and documents expressly referred to in them represent the entire agreement between us in relation to any Contract and supersede any prior agreement, understanding, or arrangement between us, whether oral or written.

18.2 These Terms may not be varied or replaced by any Terms and Conditions supplied by you before or after an Order is placed unless agreed in writing by a Director of our company.

18.3 In the event of conflict between these Terms and any other accepted Terms and Conditions, these Terms will prevail regardless of wording to the contrary.

19.1 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions, technology, payment methods, laws, and regulatory requirements.

19.2 You will be subject to the policies and Terms in force at the time you order Product(s), unless a change is required by law or governmental authority, or if we notify you of a change before sending the Order Confirmation and you do not notify us to the contrary within seven (7) working days of receipt of Product(s).

20.1 Contracts for the purchase of Product(s) through our website will be governed by the laws of the State of California, without regard to conflict of law principles, and the laws of the United States of America.

20.2 Any legal action or proceeding with respect to this Agreement shall be brought and maintained in the State of California, County of Santa Clara.