Terms of Sale

Effective: April 1st, 2023

These Customized-Product Terms of Sale (“Custom-Product Terms”) govern purchase from Pacific Market International, LLC (“Seller,” “us”, or “we”) of any Stanley® products that have been customized at the direction of the purchaser (“Buyer” or “you”) (e.g., through the use of custom-design tools that we may make available that allow you to add text and/or logos or other images to our Stanley products) (any a “Custom Product”). By ordering any Custom Product, Buyer agrees to these Custom-Product Terms.

If you are purchasing Custom Product(s) for your own personal, family, or household use (including to give as gifts to family, friends, coworkers, or others with whom you have a personal relationship) or if you are purchasing on behalf of a group or informal organization and do not intend to resell any Custom Product, please use our direct-to-consumer process, available at www.stanley1913.com/custom-stanley (“Consumer Platform”).

If Buyer is a business, organization, or other entity (including any charity or other tax-exempt organization) or if you intend to resell any Custom Product, please contact our Sales Department to begin the process of becoming an authorized reseller (“Reseller”). If approved, authorized Resellers must purchase Custom Product(s) through our separate Reseller design portal or, where instructed by Seller, through an approved distributor (either, the “Reseller Platform”). Any individual purchasing a Custom Product on behalf of a business, organization, or entity represents and warrants that (s)he is duly authorized to and is hereby binding such entity to these Custom-Product Terms

1. Content We Provide.

• We may make available a library of images, text, or other content for your use in designing and purchasing Custom Products (collectively, our “Seller Content”). The Seller Content is owned by or licensed to us. We grant to you a limited, non-exclusive, revokable license to use our Seller Content for the sole purpose of designing potential Custom Products through our online interface and ordering such Custom Products from us. You may not otherwise download, retain, use, distribute, publish, create derivative works of, or otherwise exploit any of our Seller Content. We are under no obligation to continue to make any particular Seller Content available for use in Custom Products and may remove or disable any or all Seller Content at any time in our sole discretion. Purchasing a Custom Product from us that incorporates any of our Seller Content does not entitle you to use or reproduce that Seller Content for any purpose separate or apart from the finished Custom Product(s), as supplied to you by us, into which the Seller Content was incorporated. Unless expressly set forth elsewhere in these Custom-Product Terms, we make no and hereby disclaim any and all representations or warranties regarding any Seller Content.
• No Seller Content or any design you create consisting exclusively of Seller Content may be used by you as a trademark (including logos) and you understand and agree that other purchasers may use similar or identical designs on their own Custom Products without restriction or obligation to you.

2. Content You Provide.

• In designing a Custom Product, you may be able to provide to us images (including, without limitation, logos or other graphics), text, or other content you desire to potentially incorporate into a Custom Product (collectively, your “Buyer Content”).
• Buyer Content must not violate any of the below prohibitions and restrictions – and we may, in our sole discretion, reject proposed orders or rescind previously accepted orders for any Custom Product that we reasonably conclude incorporates Buyer Content that:
• Infringes the trademark, copyright, or other intellectual-property or proprietary rights of any party;
• If you submit Buyer Content that we identify as a likely trademark or copyrighted work, we may (but are not obligated to) contact you to seek appropriate confirmation that you are the rightsholder for that mark/work or otherwise authorized to print that content on Custom Products;
• Violates the rights of privacy or publicity of any person;
• Defames any person;
• Violates any applicable law, rule, or regulation;
• Is abusive, threatening, or harassing towards or attempts to dehumanize any person or group;
• Is hateful towards or promotes hate, discrimination, or harassment against others, including – but not limited to – on the basis of their race, ethnicity, national origin, immigration status, gender, sexual orientation, gender identity, disability/illness/impairment, religion, age, or political affiliation or ideology;
• Depicts violence or promotes or encourages violence against any person or group;
• Is pornographic, obscene, lewd, overtly sexual or strongly sexually suggestive;
• Is fraudulent, false, or misleading;
• Depicts or promotes unlawful or excessive drug or alcohol use, including use by minors;
• Depicts or promotes cruelty to or the abuse of animals (in line with legal interpretations of those concepts);
• Promotes, encourages, or condones illegal activity of any kind;
• Endorses a political candidate, party, or cause or is otherwise overtly political in nature (provided that Seller undertakes no obligation to identify all possible content that may qualify as political in nature and Seller’s production of a Custom Product with a name, slogan, or other content associated with political movement or campaign will not itself constitute our endorsement of that movement or campaign); or
• Is – in our sole judgment – profane, inappropriate, insensitive, otherwise has the potential to offend, to bring our brand into disrepute, or to suggest an association between us and any person, group, association, movement, theory, position, or opinion with which we do not wish to be associated.
• We – in our sole discretion – will make the ultimate decision on whether or not to allow the incorporation of particular Buyer Content into the design of a Custom Product. In some instances, as identified by us on a case-by-case basis in our sole discretion, we may permit Custom Products to include Buyer Content that could be interpreted as violative of one or more of the above restrictions. The interpretation and enforcement of the above content standards will be in our sole discretion and will not relieve Buyer of its indemnity obligations described below with regard to such Buyer Content. Our decision on how to interpret and whether to enforce the above Buyer Content restrictions in one instance will not constitute a waiver of those restrictions in any other instance and we may, in our discretion, interpret or elect to waive Buyer Content restrictions differently for Buyers who are individual consumers than we do for Resellers.

3. Your License to Us.

• By providing us any Buyer Content, you grant to us the limited, non-exclusive, sub-licensable, perpetual, worldwide right and license to reproduce, display, distribute, modify, create derivative works of, and otherwise use your Buyer Content for the purposes of allowing you to design and order, allowing us and our service providers to fabricate for you Custom Products you have ordered, and allowing us to market to you (directly or through our service providers) additional Custom Products.
• When you purchase a Custom Product incorporating any Buyer Content through our Consumer Portal, you further grant to us the limited, non-exclusive, sub-licensable, perpetual, irrevocable, worldwide right and license to reproduce, display, distribute, modify, create derivative works of, and otherwise use images of your Custom Product(s), including any of your Buyer Content incorporated therein, for our advertising, promotional, trade, or other commercial purposes, including marketing the availability of our Custom Products or other products or services.
• Without limiting any of the foregoing, if your Buyer Content includes the name, likeness, image, or other attribute/characteristic of an identifiable individual that is protectable under applicable publicity, privacy, or trademark laws (collectively “Persona”), then:
• Such individual grants to Seller any and all rights in their Persona necessary for Seller to make full use of the license in the Buyer Content granted hereunder and waives enforcement of any such rights against Seller or any other Seller Party (defined below); and
• You represent and warrant that you have written permission from any such person to grant the above rights in his or her Persona and will provide Seller with proof of such permission at any time upon request (the adequacy of such proof to be determined by Seller in its sole discretion).
• You are under no obligation to provide us with any recommendations, feedback, concepts, or ideas regarding our products or services (collectively, “Feedback”). However, if you choose to do so voluntarily, you understand and agree that we will have the unlimited, perpetual, irrevocable, worldwide right (but not obligation) to use and exploit your Feedback – without any payment, attribution, or other consideration to you – for any purposes whatsoever, including, without limitation, improving, developing, manufacturing and marketing products and services. You release and waive all potential claims against all Seller Parties (defined below) arising from or related to your Feedback.

4. Your Representations to Us & Indemnification.

• Resale of any Custom Product(s) purchased through our Consumer Portal is prohibited, unless Seller expressly agrees otherwise in writing. By purchasing any Custom Product through our Consumer Portal, you represent and warrant that you will abide this restriction.
• By providing any Buyer Content, you represent and warrant to us that you have all necessary right, authority, and permission to provide us with such Buyer Content and to purchase Custom Products that display that Buyer Content. You further represent that any Buyer Content you provide, and its incorporation into any Custom Product purchase, does not and will not violate any of the prohibitions and restrictions set forth above or the rights of any party.
• You agree to indemnify, defend, and hold harmless us, our vendors and service providers, our parents, affiliates, and subsidiaries, and all of our and their respective employees, officers, directors, representatives, and agents (collectively, the “Seller Parties”) from and against any sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys’ fees) that a Seller Party may incur or be obligated to pay in connection with claims asserted by third parties arising from or related to your breach of these Custom-Product Terms or any representation made by you herein.

5. Purchases & Our Right to Refuse Orders.
For purposes of these Custom-Product Terms, “Purchase Order” means the purchase order, electronic order or any other order submitted by Buyer for one or more Custom Product(s). Once received by Seller, Buyer’s Purchase Order may not be cancelled by Buyer except with Seller’s express written consent. Seller may, for any reason in its discretion, refuse to accept a Purchase Order or rescind prior acceptance of a Purchase Order upon written notice to Buyer, including in the event that, following Seller’s review process for submitted Custom Product designs, Seller reasonably concludes or suspects that the proposed design includes Buyer Content contrary to the prohibitions and limitations set forth in these Custom-Product Terms or that Buyer is otherwise in violation of these Custom-Product Terms or any Underlying Purchase Agreement (defined below) between Buyer and Seller.

Seller may impose additional purchase restrictions or limitations as disclosed in the Underlying Purchase Agreement with Buyer or on our website, including, without limitation, minimum purchase requirements for Custom Products.

6. No Returns; No Liability for Buyer Error.

• Custom Products are not eligible for return or exchange, except in accordance with the limited warranty set forth in Section 8 below. It is each Buyer’s responsibility to ensure the accuracy of information provided as part of the Buyer Content and Seller will bear no responsibility for any purported “errors” in the final Custom Product that were caused by incomplete or inaccurate information provided by Buyer or that were approved by Buyer following an opportunity to review and approve any “proof” design or “sample” Custom Product.
• We make our best effort to maintain reasonable color-accuracy for products appearing on our website. However, the actual colors displayed will depend on a viewer’s monitor and display settings and we therefore offer no guarantee or warranty regarding any discrepancy between your perceived color of a Custom Product listed on our website and the actual, real-life color of that same Custom Product. Most of our products available as Custom Products are available for purchase through our Stanley1913.com website. If you have any concern about the color of such product, we recommend ordering a non-customized sample before you purchase a customized version of that Product.

7. Technical Requirements and Limitations for Custom Products.
The upload and use of Buyer Content and design of Custom Products may be subject to technical requirements and limitations (e.g., file format or size), as disclosed on the Consumer Platform and/or Reseller Platform as applicable.

8. Limited Warranty.

• For any Custom Product purchased through the Consumer Platform, Seller warrants – subject to Sections 8.3 and 8.4 below – that the Custom Product will substantially conform with the Seller’s then-current published written specifications and will be free from defects of material and workmanship, when subject to normal, proper and intended usage, all to the same extent warranted by Seller to consumer purchasers of non-customized versions of the same product(s) at the time of sale of the applicable Customized Product..
• For any Custom Product purchased through the Reseller Platform, Seller warrants –subject to Sections 8.3 and 8.4 below – that the Custom Product will substantially conform with the Seller’s then-current published written specifications and will be free from defects of material and workmanship, when subject to normal, proper and intended usage, for a period of ninety (90) days from the date that title to the goods passes from Seller to Buyer, provided that (a) in the event of a conflict with any warranty in the Underlying Purchase Agreement, this provision will control with regard to Custom Product(s) and (b) the warranty provided in Section 8.1 will not apply to Reseller itself, but will pass through to any ultimate consumer end user of any Custom Product purchased by a Reseller.
• For any Custom Product that is defective (either in manufacturing or – where due to the fault of Seller or its service provider – customization), Seller agrees during the warranty period to repair the defective Custom Product or to replace it with a non-customized version of the same product (as elected by Seller in its sole discretion), so as to cause the same to be in substantial conformance with Seller’s then-current published written specifications. Due to the manner and scale in which we create our Custom Products, we are unable to offer replacement of a defective Custom Product with an identical Custom Product and you understand and agree that, in the event that replacement is necessary under this provision, we will provide you with a non-customized version of the same product (or, if such product is no longer available, a reasonably similar product or – in our sole discretion – a pro rata refund for the cost of the defective Custom Product(s) under the applicable Purchase Order).
• No warranty is effective if (i) the Custom Products are not stored or handled appropriately in accordance with their instructions, (ii) the defect resulted from damages occurring after risk of loss and title passes from Seller to Buyer, (iii) the defect occurs in a component of the product that is not subject to warranty under Seller’s warranty applicable to non-customized versions of such product; (iv) for any claimed defect in the customized aspect of a Custom Product, such defect was not reported to Seller in writing within ninety (90) days after delivery, or (v) the defect is caused by Buyer, its service providers or representatives. To be eligible for warranty service or replacement under this provision, we may (in our sole discretion and upon request) require you to return to us the purportedly defective Custom Product(s) or to otherwise demonstrate to our reasonable satisfaction the defect(s) you claim result in such Custom Product(s) failure to comply with the warranty provided for in this section (e.g., by submitting images of the defect).
• THE FOREGOING WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS.

9. Limitation on Liability.
IN NO EVENT SHALL ANY SELLER PARTY BE LIABLE TO BUYER FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE CUSTOM PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED. THE EVENT OF A DISPUTE BETWEEN BUYER AND SELLER OR ANOTHER SELLER PARTY REGARDING ANY CUSTOM PRODUCT(S) OR ARISING UNDER THESE CUSTOM-PRODUCT TERMS, THE SELLER PARTIES’ COLLECTIVE LIABILITY WILL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE CUSTOM-PRODUCT ORDER(S) AT ISSUE IN THE DISPUTE.

10. Relationship to Other Agreements.
Upon your acceptance of these Custom-Product Terms, these Custom-Product Terms form a binding agreement between you and us. In the event that there is an existing agreement between you and us regarding your purchase of other products from us (whether Pacific Market International’s Seller Terms and Conditions or another underlying purchase agreement) (any an “Underlying Purchase Agreement”), then – in the event of any conflict between the terms of these Custom-Product Terms and any other terms or agreement comprising the Underlying Purchase Agreement – these Custom-Product Terms will govern, but only with respect to Custom Products you purchase from us and the other subject matter of these Custom-Product Terms. The Underlying Purchase Agreement will not otherwise be modified, supplanted, or affected by these Custom-Product Terms. These Custom-Product Terms (and, if applicable, your Underlying Purchase Agreement with us) constitute the entire agreement between you and us regarding your design, purchase, and use of any Custom Product.

11. Changes to These Terms.
We may revise these Custom-Product Terms at any time by posting notice of the revised terms on our website, and such posting will constitute notice to you of the revisions. We may also, in our discretion, notify you of changes via email to any address you’ve provided us. Your continued design or purchase of any Custom Product(s) or other use of our services following the posting of updated Custom-Product Terms (or following the stated effective date of the revised terms, if later) constitutes your acceptance of the revised terms. If you do not agree with the revised Custom-Product Terms, you may not design or purchase any Custom Product.