1. Standard Terms & Conditions of Sale
These Standard Terms and Conditions of Sale ("Terms") apply to all commercial transactions between Alanic International Corporation, Inc. ("Alanic") and the purchaser ("Buyer"). Specifically, these Terms govern:
- Products: All custom marathon apparel, sports clothing, activewear, race medals, and athletic gear manufactured or supplied by Alanic.
- Services: All custom design services, OEM/ODM manufacturing, private label branding, sublimated artwork printing, and supply chain logistics offered by Alanic.
- Service Items: Any physical items, prototypes, samples, or production merchandise resulting from Services rendered by Alanic.
In the event of an irreconcilable conflict between these Terms and any terms provided in a Buyer purchase order or separate document, these Standard Terms and Conditions shall strictly prevail.
2. Acceptance of Contract & Binding Agreement
Acceptance of any written quote, order acknowledgement, or proforma invoice issued by Alanic is strictly conditioned upon Buyer’s full assent to these Terms. Buyer's acceptance is conclusively established through any of the following actions:
- Failure to send a written objection to Alanic within ten (10) business days following receipt of an order acknowledgement.
- Issuing instructions to Alanic to begin product design, fabric sourcing, artwork setup, or bulk manufacturing.
- Acceptance of delivery or payment for any portion of ordered Products or Services.
- Taking any other formal step that demonstrates Buyer’s utilization of Alanic’s manufacturing capabilities.
No modification, amendment, or addition to these Terms shall be binding unless explicitly approved in writing and executed by an authorized executive officer of Alanic International Corporation.
3. Production Schedules & Delivery Terms
Estimated manufacturing timelines and delivery dates provided by Alanic are approximate and served as general guidelines. Time shall not be deemed of the essence regarding shipment dates, and minor delays shall not constitute a material breach of contract.
Alanic shall not be liable for any direct, indirect, incidental, or consequential damages resulting from freight or customs delays, including loss of event revenue, operational downtime, or third-party storage fees. Acceptance of delivered Products or Service Items by Buyer constitutes a full legal waiver of all claims for damages related to shipment scheduling.
4. Freight, Shipping, & Risk of Loss
Unless explicitly negotiated otherwise in writing, all Product shipments are performed on an F.O.B. basis from Alanic’s manufacturing or warehouse facilities. Alanic maintains sole discretion to designate carriers, freight methods, and shipping routes unless specific arrangements are confirmed in advance.
Title to all goods and complete risk of loss transfer to Buyer immediately upon delivery of products to the designated carrier at the point of shipment. Buyer assumes full responsibility for filing and managing freight damage, loss, or delay claims directly with the logistics carrier.
5. Order Release & Storage Obligations
Buyer agrees to authorize Product dispatch within one (1) business day after formal notice of shipment readiness from Alanic. Storage fees will apply to orders held beyond this window due to Buyer delay. For bulk wholesale shipments, Buyer must accept complete scheduled order releases to maintain agreed freight quotes.
6. Order Delays, Modifications, & Cancellation Charges
Custom OEM activewear production orders within a Firm Order Period cannot be canceled, delayed, or altered without prior written authorization from Alanic. Any request to delay delivery exceeding sixty (60) calendar days may be classified as an order cancellation at Alanic's option.
Approved order cancellations or revisions are subject to cancellation charges covering all accumulated manufacturing costs, raw material inventory expenses, custom dye sublimations setup, labor costs, supplier restocking fees, and a reasonable profit margin calculated by Alanic.
7. Custom Manufacturing Specifications & Branding
All garment specifications, performance fabric selections, printing methods, custom label placements, and sizing charts are governed by Alanic’s written Order Acknowledgement. Alanic reserves the right to require formal written proof approval before initiating bulk production runs.
Any technical design adjustments requested post-approval may lead to adjusted production costs and extended delivery timelines.
8. Wholesale Pricing & Commercial Terms
Pricing for custom sportswear and wholesale merchandise is stated in US Dollars (USD) as outlined in official quotation documents. Prices assume Buyer compliance with minimum order quantity (MOQ) requirements and agreed product mix specifications. Alanic reserves the right to adjust unit pricing if order quantities or product specifications are modified by Buyer.
9. Payment Schedule
Standard payment terms require a 50% initial deposit upon order confirmation to initiate raw material sourcing and custom design preparation, with the remaining 50% balance payable prior to final order dispatch from the facility, unless alternative credit terms are formally approved in writing by Alanic.
10. Non-Conforming Goods & Quality Inspection
Claims regarding non-conforming items or quality discrepancies must be submitted in writing within fifteen (15) calendar days of order arrival. Buyer must supply detailed technical proof, including photo documentation and test results if requested.
Non-conforming items shall not be disposed of, altered, or returned without written authorization from Alanic. Buyer agrees to extend full technical cooperation to assist Alanic in investigating root causes of quality claims.
11. Shortages or Transit Damages
Notice of physical shortage or cargo damage must be reported in writing within ten (10) calendar days of delivery. All claims require signed delivery notes detailing damages on the freight carrier's receipt. Failure to report within this timeframe constitutes full acceptance of the delivery.
12. Limitation of Legal Liability
Alanic's maximum cumulative financial liability for any claim—whether based on contract, warranty, tort, or negligence—shall not exceed the total purchase price paid by Buyer for the specific products giving rise to the claim. Alanic shall under no circumstances be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, event cancellation costs, or brand reputational loss.
13. Force Majeure
Alanic shall not be held liable for manufacturing halts, shipping delays, or performance failures resulting from events beyond reasonable control. These include acts of God, global supply chain disruptions, port congestions, labor disputes, material shortages, natural disasters, epidemics, war, terrorism, or governmental regulations.
14. Governing Law & Dispute Resolution
These Terms shall be interpreted and enforced in accordance with the laws of the State of California, United States. Any legal actions or arbitration proceedings arising under this agreement shall be conducted in Los Angeles County, California. The prevailing party in any action shall be entitled to recover reasonable legal fees and legal costs.