Commercial terms and conditions
Commercial Terms and Conditions
**Checkout Sales and Consulting, LLC d/b/a Loyal Goods**
**Effective Date: July 23, 2026**
These Commercial Terms and Conditions (“Commercial Terms”) govern all business-to-business design, development, sourcing, manufacturing, production-management, import, logistics, and related services provided by **Checkout Sales and Consulting, LLC, a North Carolina limited liability company doing business as Loyal Goods** (“Loyal Goods,” “we,” “us,” or “our”) to a client.
## 1. Application and Acceptance
These Commercial Terms are incorporated into every quote, estimate, proposal, sales order, purchase order, invoice, production authorization, and other transaction document issued or accepted by Loyal Goods (each, an “Order Document”).
The client accepts these Commercial Terms by doing any of the following:
* signing or approving an Order Document;
* issuing a purchase order;
* paying a deposit or invoice;
* approving a sample, design, specification, or production authorization;
* instructing Loyal Goods to begin work;
* accepting delivery of products; or
* otherwise proceeding with an order after receiving these Commercial Terms.
The client represents that it is purchasing products and services for business or commercial purposes and not primarily for personal, family, or household use.
If an Order Document expressly conflicts with these Commercial Terms, the Order Document controls only as to the specific conflicting term. Additional or inconsistent terms contained in a client purchase order or other client-issued document are rejected unless expressly accepted in a writing signed by an authorized representative of Loyal Goods.
## 2. Definitions
For purposes of these Commercial Terms:
**“Client”** means the business purchasing products or services from Loyal Goods.
**“Goods”** means apparel, accessories, packaging, labels, trims, samples, materials, and other physical products sourced, developed, produced, or supplied through Loyal Goods.
**“Services”** means design, development, sourcing, sampling, production management, quality-control coordination, import coordination, logistics coordination, consulting, and related services.
**“Order”** means the Goods and Services described in an applicable Order Document.
**“Specifications”** means the approved designs, measurements, materials, fabrics, colors, trims, artwork, labels, packaging, quantity breakdowns, and other production details for an Order.
**“Approval”** means written authorization provided by email, electronic platform, signed document, payment, or another written electronic method.
## 3. Scope of Services
Loyal Goods provides custom apparel development and production-management services. Depending on the Order, Loyal Goods may coordinate with independent factories, mills, freight providers, testing laboratories, customs brokers, and other third parties.
Unless an Order Document expressly states otherwise, Loyal Goods does not act as:
* the Client’s attorney, accountant, customs broker, tax advisor, or regulatory counsel;
* an insurer or guarantor of third-party performance;
* an exclusive supplier;
* a fiduciary; or
* the Client’s employee, agent, partner, or joint venturer.
Loyal Goods may select and change factories, mills, subcontractors, freight providers, or other vendors when reasonably necessary to perform the Order, provided the resulting Goods materially conform to the approved Specifications.
## 4. Quotes and Pricing
Quotes are based on the information, Specifications, quantities, exchange rates, duties, tariffs, freight conditions, raw-material pricing, and production assumptions available when the quote is issued.
Unless otherwise stated, a quote:
* is valid for thirty calendar days;
* is an estimate rather than a guaranteed final cost;
* applies only to the stated quantities and Specifications; and
* may be revised before production authorization.
Prices may be adjusted to reflect changes in:
* quantity;
* size or color assortment;
* fabrics, trims, labels, packaging, or construction;
* testing or compliance requirements;
* duties, tariffs, taxes, or government fees;
* exchange rates;
* raw-material or labor costs;
* freight, fuel, warehousing, or delivery costs;
* expedited production or shipping requests;
* Client-requested changes; or
* circumstances not reasonably known when the quote was prepared.
Loyal Goods will seek Client approval before proceeding with a material price increase, except for pass-through government charges, storage fees, demurrage, duties, tariffs, or carrier charges incurred after shipment.
## 5. Minimum Order Quantities
Minimum order quantities (“MOQs”) apply and may vary by style, color, fabric, trim, size range, factory, or production method.
A quoted MOQ may depend on consolidated production across multiple colors or styles. Changes to the Order may cause the MOQ or unit price to change.
If a Client requests quantities below the applicable MOQ, Loyal Goods may:
* decline the Order;
* charge a development or small-run surcharge;
* require payment for unused materials;
* substitute available materials with Client approval; or
* revise the pricing and production method.
## 6. Order Confirmation
An Order is not confirmed, and production capacity is not reserved, until Loyal Goods has received all items it requires, which may include:
* an approved Order Document;
* a signed purchase order;
* the required deposit;
* approved Specifications;
* approved artwork;
* an approved sample or production authorization;
* complete size and color quantities;
* shipping and delivery information; and
* any Client-supplied labels, trims, packaging, or other materials.
An anticipated launch date, delivery date, or production slot is not binding until the Order is confirmed.
## 7. Deposits and Payment
Payment terms will appear on the applicable Order Document or invoice.
Unless otherwise stated:
1. deposits are due before development, material purchasing, or production begins;
2. deposits become non-refundable when Loyal Goods commits funds, purchases materials, reserves capacity, or authorizes work;
3. remaining balances must be paid by the invoice due date;
4. Loyal Goods may require cleared payment before releasing or shipping Goods; and
5. the Client is responsible for bank, wire, payment-processing, collection, and returned-payment fees.
Payments must be made without setoff, deduction, chargeback, counterclaim, or withholding except as required by law.
A Client may not withhold payment for an undisputed portion of an invoice because another portion is disputed.
## 8. Late Payment and Credit Terms
Past-due balances accrue interest at the lesser of:
* one and one-half percent per month; or
* the maximum lawful rate.
The Client must reimburse Loyal Goods for reasonable costs of collecting overdue amounts, including attorneys’ fees, court costs, collection-agency fees, storage charges, and administrative expenses, to the extent permitted by law.
If payment is late or Loyal Goods reasonably believes the Client’s creditworthiness has deteriorated, Loyal Goods may:
* suspend design, sampling, production, or shipment;
* revoke or modify credit terms;
* require immediate payment;
* require additional security or a deposit;
* withhold documents or Goods;
* cancel pending work; or
* exercise any other available remedy.
A suspension caused by nonpayment automatically extends production and delivery estimates.
## 9. Client Responsibilities
The Client must provide complete, accurate, and timely:
* artwork and brand files;
* design direction;
* measurements and fit requirements;
* color references;
* labeling and packaging instructions;
* quantity and size breakdowns;
* delivery information;
* approvals;
* regulatory information specific to the Client’s distribution channels; and
* other information reasonably requested by Loyal Goods.
The Client is responsible for reviewing all materials carefully before Approval.
Loyal Goods is not responsible for delays, added costs, or errors resulting from incomplete, inaccurate, inconsistent, or late Client information.
## 10. Samples and Development
Samples are development tools and may be produced using substitute fabrics, trims, colors, labels, construction methods, or available sample-room materials unless the sample is expressly designated as a final pre-production sample.
Sample charges, development charges, courier costs, duties, and revision fees are payable by the Client unless otherwise stated.
The quoted price may include a stated number of sample rounds. Additional rounds or revisions may result in added charges and revised timelines.
Sample approval authorizes Loyal Goods to proceed based on the approved sample and Specifications. Minor production differences may still occur within commercially reasonable tolerances.
A sample is not approved merely because it was delivered. Approval must be provided in writing unless the Client directs Loyal Goods to proceed without a physical sample.
## 11. Approvals
The Client must approve final Specifications before bulk production begins.
Approvals may include:
* design and construction;
* fit and measurements;
* fabric and material;
* color;
* print, embroidery, or embellishment;
* labels and packaging;
* size grading;
* product markings;
* carton markings; and
* shipping method.
Approval is binding. Loyal Goods is not responsible for an alleged defect, discrepancy, or undesired result that conforms to an approved sample, artwork file, Specification, measurement, color standard, or written instruction.
Loyal Goods may rely on Approval from any person who reasonably appears authorized to act for the Client.
Failure to respond by a requested approval deadline may delay the Order. Loyal Goods is not obligated to proceed based on silence.
## 12. Colors, Materials, and Manufacturing Tolerances
Custom apparel is subject to normal manufacturing variation.
The Client acknowledges that commercially reasonable variation may occur in:
* color or shade between samples, dye lots, production lots, screens, digital renderings, and finished Goods;
* fabric weight, hand feel, stretch, texture, finish, or shrinkage;
* measurements, stitching, seams, placement, and construction;
* print, embroidery, appliqué, patch, and logo positioning;
* label and packaging placement;
* garment appearance across sizes;
* individual units within a production run; and
* Goods produced at different times.
Digital images, monitors, phone screens, photographs, and printed color references do not reproduce color perfectly.
Unless an Order Document states a different tolerance, dimensional variation of up to the greater of:
* five percent of the approved measurement; or
* one-half inch,
will not constitute a defect when customary for the applicable garment, fabric, size, or manufacturing process.
Normal manufacturing variation that does not materially impair the intended commercial use of the Goods is not a defect.
## 13. Quantity Variations
Custom production quantities may vary from ordered quantities.
Unless otherwise stated in the Order Document, the Client agrees to accept and pay for commercially reasonable overruns or underruns of up to five percent per style or color.
Invoices will be adjusted to reflect the quantity actually produced and delivered.
Where custom fabric, trims, labels, packaging, or other materials must be purchased in minimum quantities, the Client is responsible for approved excess-material costs. Loyal Goods may retain, dispose of, or offer to transfer unused materials as stated in the Order Document.
## 14. Client-Supplied Materials
Client-supplied materials are provided at the Client’s risk.
The Client is responsible for ensuring those materials are:
* delivered on time;
* correctly identified;
* suitable for the intended production process;
* supplied in adequate quantities, including allowance for waste and defects;
* legally compliant; and
* free of third-party claims.
Loyal Goods is not responsible for delay, loss, damage, waste, incompatibility, or production defects caused by Client-supplied materials, except to the extent directly caused by Loyal Goods’ gross negligence or willful misconduct.
Unused Client-supplied materials may be returned, stored, or disposed of at the Client’s expense.
## 15. Production Changes
The Client may request a change only in writing.
No requested change is effective unless Loyal Goods accepts it in writing. Loyal Goods may condition acceptance on:
* revised pricing;
* additional deposits;
* revised quantities or MOQs;
* revised timelines;
* new samples or testing;
* payment for materials or work already completed; or
* other commercially reasonable requirements.
Once materials have been ordered or production has begun, some changes may be impossible.
Loyal Goods may make nonmaterial technical adjustments when reasonably necessary for production, safety, availability, quality, or manufacturing efficiency.
## 16. Cancellations
The Client may not cancel an Order without Loyal Goods’ written consent.
If Loyal Goods accepts a cancellation, the Client must immediately pay:
* all completed work;
* all committed or purchased materials;
* factory cancellation charges;
* sampling and development costs;
* freight, duties, testing, storage, and administrative costs;
* noncancelable third-party commitments;
* work in progress;
* finished Goods; and
* any cancellation fee stated in the Order Document.
Once bulk production begins, Loyal Goods may require payment of the full Order value as a condition of cancellation.
Deposits are not refundable to the extent Loyal Goods has incurred costs, made commitments, reserved production capacity, or performed work.
## 17. Production and Delivery Estimates
Production, shipping, and delivery dates are estimates unless Loyal Goods expressly agrees in a signed writing that a date is guaranteed.
An estimated timeline typically begins only after Loyal Goods receives all required deposits, information, materials, and Approvals.
Dates may be extended due to:
* Client delay;
* requested changes;
* additional sample rounds;
* factory capacity;
* raw-material availability;
* quality-control corrections;
* testing requirements;
* weather;
* holidays or factory closures;
* customs review;
* port congestion;
* carrier delay;
* strikes, labor disruption, or civil unrest;
* government action;
* epidemics, pandemics, or public-health measures;
* war, terrorism, or geopolitical disruption;
* utility, communications, or technology failures; or
* other events outside Loyal Goods’ reasonable control.
Loyal Goods will use commercially reasonable efforts to communicate material known delays but is not liable for losses caused by delayed production or delivery.
The Client should not make noncancelable launch, advertising, event, retail, or customer commitments based solely on an estimated delivery date.
## 18. Shipping, Freight, and Delivery
Shipping terms, freight method, and delivery location will be stated in the Order Document when applicable.
Freight, duties, tariffs, taxes, customs charges, brokerage charges, storage, demurrage, detention, redelivery, and special-handling fees are the Client’s responsibility unless expressly included in the quoted price.
Loyal Goods may arrange shipment as a convenience to the Client. Unless otherwise expressly agreed:
* shipping providers are independent third parties;
* delivery dates are estimates;
* Loyal Goods is not liable for carrier delay;
* additional carrier charges may be invoiced to the Client; and
* the Client must provide safe and accurate delivery instructions.
If the Client delays or refuses delivery, Loyal Goods may place the Goods in storage at the Client’s risk and expense, and delivery will be deemed completed.
Partial shipments are permitted and may be invoiced separately.
## 19. Title and Risk of Loss
Unless an Order Document expressly provides otherwise:
* risk of loss passes to the Client when the Goods are delivered to the first commercial carrier or freight provider for shipment to the Client; and
* title passes only after Loyal Goods receives full payment for the applicable Goods.
The Client must maintain appropriate cargo, transit, and property insurance.
To the extent permitted by law, Loyal Goods retains a security interest in unpaid Goods and their proceeds until all amounts due for the applicable Order have been paid.
## 20. Inspection and Acceptance
The Client must inspect all delivered Goods promptly.
Goods are deemed accepted unless the Client provides Loyal Goods with written notice of a claimed nonconformity within ten calendar days after delivery.
The notice must include:
* the Order or invoice number;
* the affected style, size, color, and quantity;
* a detailed description of the issue;
* clear photographs or video;
* the carton or lot information, when available; and
* any additional documentation reasonably requested by Loyal Goods.
The Client must preserve the Goods and packaging for inspection and may not sell, alter, decorate, relabel, wash, repair, destroy, or dispose of allegedly defective Goods without written authorization.
Payment obligations are not suspended while a claim is evaluated.
Visible shortages or transit damage should also be noted with the carrier at delivery.
## 21. Defects and Quality Claims
A “Defect” means a material failure of the Goods to conform to the approved Specifications, taking into account the manufacturing tolerances and permitted variations in these Commercial Terms.
The following are not Defects:
* permitted color, measurement, quantity, or production variation;
* characteristics approved in a sample or Specification;
* subjective dissatisfaction with an approved design;
* damage occurring after risk of loss passes;
* improper storage, handling, washing, decoration, use, or resale;
* ordinary wear and tear;
* issues caused by Client-supplied artwork, instructions, materials, or information;
* changes caused by screen or photographic color differences; or
* issues affecting only a commercially insignificant portion of the Order.
Quality claims must identify the actual affected units. A defect in one or more units does not establish that the entire production run is defective.
## 22. Exclusive Remedies
If Loyal Goods confirms that Goods contain a timely reported Defect for which Loyal Goods is responsible, Loyal Goods may, at its option:
* repair the affected Goods;
* replace the affected Goods;
* reperform the affected Services;
* provide a commercially reasonable credit;
* refund the amount paid for the affected Goods; or
* arrange another commercially reasonable resolution.
These remedies apply only to the affected units and constitute the Client’s exclusive remedies for defective or nonconforming Goods.
The Client may not return Goods without a written return authorization. Unauthorized returns may be refused, returned at the Client’s expense, or held subject to storage charges.
Loyal Goods is not responsible for chargebacks, retailer deductions, customer refunds, markdowns, lost sales, advertising costs, launch costs, or recall expenses unless expressly agreed in a signed writing.
## 23. Compliance and Product Information
Loyal Goods will use commercially reasonable efforts to coordinate documentation customarily associated with the Goods Loyal Goods sources or imports, as stated in the applicable Order Document.
Depending on the product, this may include coordination of:
* fiber-content information;
* country-of-origin information;
* care-label information;
* manufacturer or responsible-party identification;
* flammability documentation or testing;
* tracking-label information; or
* other agreed production documentation.
The Client is responsible for:
* informing Loyal Goods of the intended markets, users, and distribution channels;
* reviewing and approving all labels, warnings, claims, packaging, and product descriptions;
* determining whether additional rules apply to the Client’s intended sale or use;
* maintaining records required of the Client as brand owner, distributor, wholesaler, retailer, or seller;
* ensuring that advertising and marketing claims are accurate;
* ensuring compliance after the Client modifies, decorates, relabels, bundles, markets, or resells the Goods; and
* obtaining legal or regulatory advice specific to its business.
Unless expressly included in an Order Document, Loyal Goods does not guarantee that Goods satisfy specialized rules applicable to children’s products, sleepwear, protective clothing, medical products, uniforms, athletic competition, chemical claims, sustainability claims, or a jurisdiction outside the United States.
The Client may not market Goods as certified, tested, organic, sustainable, recycled, antimicrobial, protective, flame resistant, Made in USA, or compliant with a specialized standard unless the claim is supported and authorized.
## 24. Recalls and Safety Issues
Each party must promptly notify the other of any known or suspected safety issue, regulatory inquiry, recall, or material compliance concern involving the Goods.
The parties will cooperate reasonably in investigating the issue.
Responsibility for recall, correction, notice, testing, replacement, and related costs will be allocated according to the cause of the issue.
The Client is responsible to the extent an issue arises from:
* Client-provided artwork, instructions, claims, labels, or materials;
* unauthorized modifications;
* improper storage, handling, marketing, or use;
* sale into an undisclosed market or for an undisclosed use; or
* failure to follow information provided by Loyal Goods.
Loyal Goods is responsible only to the extent an issue is directly caused by Loyal Goods’ material failure to provide Goods conforming to the agreed Specifications or applicable requirements expressly assigned to Loyal Goods in the Order Document.
## 25. Client Intellectual Property
The Client retains ownership of trademarks, logos, artwork, and other brand assets that the Client provides to Loyal Goods (“Client Materials”).
The Client grants Loyal Goods and its factories, contractors, and service providers a limited license to use Client Materials as necessary to quote, develop, sample, manufacture, package, ship, and administer the Order.
The Client represents and warrants that:
* it owns or has permission to use the Client Materials;
* the Client Materials do not infringe another party’s intellectual-property, privacy, or publicity rights;
* production and sale of the requested Goods are lawful; and
* Loyal Goods may rely on the Client’s authorization without conducting an independent rights investigation.
## 26. Design Rights and Deliverables
Upon full payment, the Client owns original, client-specific artwork expressly identified in an Order Document as a final design deliverable, excluding Loyal Goods Materials.
“Loyal Goods Materials” include:
* technical know-how;
* sourcing methods;
* costing methods;
* factory and supplier information;
* manufacturing processes;
* templates;
* reusable design elements;
* standard blocks;
* fit blocks;
* grading rules;
* specifications;
* measurement methods;
* construction methods;
* technical libraries;
* tech-pack formats;
* patterns;
* markers;
* production files;
* quality-control methods; and
* improvements or derivatives of the foregoing.
Loyal Goods Materials remain the exclusive property of Checkout Sales and Consulting, LLC d/b/a Loyal Goods, whether created before or during the Client relationship.
Unless expressly stated in a signed agreement, payment for Goods does not include the sale or transfer of tech packs, graded patterns, factory-ready files, markers, supplier information, manufacturing instructions, or production-development systems.
Any technical documents shared with the Client are provided only for reviewing and approving the applicable Order. The Client may not provide them to another manufacturer or use them to reproduce the Goods without Loyal Goods’ prior written consent.
## 27. Factories, Suppliers, and Non-Circumvention
Factories, mills, trim suppliers, sourcing agents, freight partners, technical contractors, and other vendors introduced or disclosed by Loyal Goods are valuable confidential business relationships.
During the Client relationship and for twenty-four months after the last Order, the Client will not knowingly bypass Loyal Goods to directly or indirectly source, develop, purchase, or manufacture substantially similar Goods through a factory or supplier first introduced to the Client by Loyal Goods, unless Loyal Goods provides written consent.
This restriction does not apply to a supplier with whom the Client can document a material, active business relationship predating Loyal Goods’ introduction.
The Client may not request or induce a factory, supplier, contractor, or employee to disclose Loyal Goods’ confidential pricing, margins, methods, vendor terms, or proprietary information.
The parties intend this section to protect legitimate confidential relationships and not to prohibit lawful competition.
## 28. Confidentiality
Each party may receive nonpublic business, technical, operational, pricing, customer, supplier, product, or financial information belonging to the other party (“Confidential Information”).
The receiving party will:
* use Confidential Information only for the business relationship;
* protect it using reasonable care;
* disclose it only to personnel or contractors who need it and are subject to confidentiality duties; and
* not disclose it to third parties without authorization.
Confidential Information does not include information the receiving party can document:
* was already lawfully known without restriction;
* becomes public through no breach;
* is received lawfully from another source without confidentiality obligations; or
* is independently developed without use of the other party’s Confidential Information.
A party may disclose information when legally required, provided it gives advance notice when legally permitted.
Pricing, margins, supplier identities, factory information, patterns, technical documents, and production methods belonging to Loyal Goods are Confidential Information.
## 29. Portfolio Use
Unless the Client identifies a project as confidential in writing before production, Loyal Goods may photograph and display finished, publicly released Goods for portfolio, website, trade-show, award, social-media, and business-development purposes.
Loyal Goods will not publicly disclose unreleased product plans, confidential pricing, quantities, or proprietary Client business information.
The Client may revoke future portfolio use by written notice, but the revocation will not require removal of materials already printed, published, distributed, or incorporated into completed presentations.
## 30. Limited Warranty
Loyal Goods warrants that, at delivery, the Goods will materially conform to the approved Specifications, subject to the tolerances, exclusions, and claim procedures in these Commercial Terms.
This limited warranty applies only to the original Client and may not be assigned to the Client’s customers, franchisees, retailers, or other third parties.
## 31. Disclaimer of Other Warranties
**EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 30, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE GOODS AND SERVICES ARE PROVIDED “AS IS.”**
**LOYAL GOODS DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, SAMPLE, OR DESCRIPTION.**
**LOYAL GOODS DOES NOT WARRANT THAT THE GOODS WILL MEET AN UNDISCLOSED PURPOSE, ACHIEVE PARTICULAR SALES RESULTS, BE ACCEPTED BY A PARTICULAR RETAILER OR CUSTOMER, OR REMAIN SUITABLE AFTER DECORATION, RELABELING, MODIFICATION, STORAGE, OR RESALE BY THE CLIENT.**
## 32. Limitation of Liability
**TO THE FULLEST EXTENT PERMITTED BY LAW, LOYAL GOODS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, MISSED LAUNCHES, RETAILER PENALTIES, CUSTOMER CLAIMS, ADVERTISING COSTS, OR LOST BUSINESS OPPORTUNITIES.**
**LOYAL GOODS’ TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN ORDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO LOYAL GOODS FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THE CLAIM.**
The limitations apply regardless of the legal theory asserted and even if a remedy fails of its essential purpose, except to the extent a limitation is prohibited by law.
## 33. Client Indemnification
The Client will defend, indemnify, and hold harmless Checkout Sales and Consulting, LLC d/b/a Loyal Goods and its owners, members, managers, employees, contractors, representatives, agents, factories, and affiliates from third-party claims, damages, liabilities, recalls, penalties, losses, costs, and reasonable attorneys’ fees arising from:
* Client Materials;
* alleged infringement involving Client-provided branding, artwork, instructions, or content;
* the Client’s marketing claims;
* the Client’s sale, distribution, relabeling, decoration, modification, storage, or use of the Goods;
* the Client’s failure to comply with applicable laws;
* an undisclosed intended market or specialized product use;
* Client-supplied materials;
* the Client’s negligence, willful misconduct, or breach of these Commercial Terms; or
* claims made by the Client’s customers, franchisees, retailers, distributors, or other downstream parties, except to the extent directly caused by Loyal Goods’ breach of its express limited warranty.
Loyal Goods will give reasonable notice of an indemnified claim and permit the Client to control the defense, provided the Client may not settle a claim in a manner that admits wrongdoing by or imposes obligations on Loyal Goods without written consent.
## 34. Force Majeure
Loyal Goods is not liable for failure or delay caused by circumstances beyond its reasonable control, including:
* natural disasters;
* severe weather;
* fire or flood;
* epidemic or pandemic;
* war, terrorism, invasion, or civil unrest;
* labor dispute;
* factory closure;
* port closure or congestion;
* government action;
* sanctions or trade restrictions;
* tariff changes;
* customs action;
* shortage of labor, energy, transportation, or raw materials;
* carrier or supplier failure;
* utility or communications outage; or
* cyberattack or technology-system failure.
Loyal Goods may extend timelines, allocate available materials or capacity among clients, propose substitutions, suspend performance, or cancel affected portions of an Order.
The Client remains responsible for completed work, purchased materials, noncancelable commitments, and Goods already produced.
## 35. Suspension and Termination
Loyal Goods may suspend or terminate an Order upon written notice if the Client:
* fails to pay an amount when due;
* fails to provide required information or Approval;
* materially breaches these Commercial Terms;
* becomes insolvent or ceases normal operations;
* engages in unlawful, abusive, fraudulent, or reputationally harmful conduct;
* requests unlawful or infringing Goods; or
* creates a material compliance, credit, or operational risk.
Termination does not eliminate payment obligations or rights that accrued before termination.
Sections concerning payment, intellectual property, confidentiality, non-circumvention, warranty limitations, indemnification, liability, dispute resolution, and other provisions that logically should survive will remain effective.
## 36. Publicity and Use of Names
Neither party may issue a press release stating that the other party endorses it without permission.
This provision does not prevent Loyal Goods from using project images as permitted under Section 29 or from making truthful statements that it has provided services to the Client after the relationship has been publicly disclosed.
## 37. Independent Businesses
The parties are independent contracting businesses.
Nothing in these Commercial Terms creates an employment, agency, franchise, fiduciary, partnership, joint-venture, or exclusive relationship.
Neither party may bind the other except as expressly authorized in writing.
## 38. Notices
Formal notices under these Commercial Terms must be sent by email and one of the following:
* nationally recognized overnight courier;
* certified U.S. mail, return receipt requested; or
* another traceable delivery method.
Notices to Loyal Goods must be sent to:
**Checkout Sales and Consulting, LLC d/b/a Loyal Goods**
434 Big Indian Loop
Mooresville, North Carolina 28117
Email: **[EMAIL]**
Operational communications, project Approvals, change requests, and routine notices may be sent by email or through an agreed project-management platform.
## 39. Governing Law
These Commercial Terms and all Orders are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
## 40. Dispute Resolution and Venue
Before filing a lawsuit, the parties will attempt in good faith to resolve a dispute through direct discussions between authorized business representatives.
If the dispute is not resolved within thirty days after written notice, either party may pursue available legal remedies.
Any lawsuit arising from or relating to these Commercial Terms or an Order must be filed exclusively in:
* the state courts located in Iredell County, North Carolina; or
* when federal jurisdiction exists, the United States District Court serving Iredell County, North Carolina.
Each party consents to personal jurisdiction and venue in those courts and waives objections based on inconvenient forum.
Either party may seek immediate injunctive relief to protect intellectual property, Confidential Information, supplier relationships, or other rights for which monetary damages would be inadequate.
## 41. Attorneys’ Fees
In an action to collect overdue amounts or enforce confidentiality, intellectual-property, or non-circumvention obligations, the prevailing party may recover reasonable attorneys’ fees and costs to the extent permitted by law.
For other disputes, each party will bear its own attorneys’ fees unless a statute or signed agreement provides otherwise.
## 42. Time for Bringing Claims
To the extent permitted by law, a claim arising from an Order must be brought within one year after the claim accrued.
This contractual limitation does not extend any shorter nonwaivable statutory deadline and does not apply where a one-year limitation is prohibited by law.
The inspection and quality-claim deadlines in these Commercial Terms remain separately applicable.
## 43. Assignment
The Client may not assign an Order or these Commercial Terms without Loyal Goods’ prior written consent.
Loyal Goods may assign an Order or these Commercial Terms in connection with a merger, reorganization, sale of substantially all business assets, financing transaction, or transfer to an affiliate or successor.
Any unauthorized assignment is void.
## 44. Electronic Transactions
The parties agree that electronic records, electronic signatures, email Approvals, electronic purchase orders, and electronically accepted documents may be used in connection with Orders and will have the same effect as paper records and handwritten signatures.
A counterpart or electronic copy may be treated as an original.
## 45. Order of Precedence
If transaction documents conflict, the following order of precedence applies:
1. a signed agreement expressly amending these Commercial Terms;
2. the applicable Order Document issued or expressly accepted by Loyal Goods;
3. these Commercial Terms;
4. other written Specifications approved by Loyal Goods; and
5. the Client’s purchase order.
A Client purchase order controls only the commercial details expressly accepted by Loyal Goods, such as approved product, quantity, price, and delivery location. Boilerplate or additional legal terms in a Client purchase order do not apply unless expressly signed by Loyal Goods.
## 46. No Reliance on Oral Statements
The Client acknowledges that it has not relied on an oral statement, forecast, estimated sales result, informal representation, or promise not included in the applicable written agreement.
An oral statement does not modify an Order or these Commercial Terms.
## 47. Waiver and Severability
A waiver is effective only if in writing and applies only to the specific instance identified.
Failure or delay in exercising a right is not a waiver.
If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.
## 48. Entire Agreement
These Commercial Terms, the applicable Order Documents, and any signed amendments constitute the entire agreement regarding the applicable Order and supersede prior discussions, proposals, emails, and representations concerning that Order.
## 49. Amendments
Loyal Goods may update these Commercial Terms prospectively.
The version provided with or referenced in an accepted Order will govern that Order unless the parties agree otherwise in writing.
Changes to an existing confirmed Order require written agreement.
## 50. Contact
Questions regarding these Commercial Terms may be directed to:
**Checkout Sales and Consulting, LLC d/b/a Loyal Goods**
434 Big Indian Loop
Mooresville, North Carolina 28117
Email: **[EMAIL]**
# COMMERCIAL TERMS AND CONDITIONS
**Checkout Sales and Consulting, LLC d/b/a Loyal Goods**
**Effective Date: July 23, 2026**
These Commercial Terms and Conditions (“Commercial Terms”) govern all business-to-business design, development, sourcing, manufacturing, production-management, import, logistics, and related services provided by **Checkout Sales and Consulting, LLC, a North Carolina limited liability company doing business as Loyal Goods** (“Loyal Goods,” “we,” “us,” or “our”) to a client.
## 1. Application and Acceptance
These Commercial Terms are incorporated into every quote, estimate, proposal, sales order, purchase order, invoice, production authorization, and other transaction document issued or accepted by Loyal Goods (each, an “Order Document”).
The client accepts these Commercial Terms by doing any of the following:
* signing or approving an Order Document;
* issuing a purchase order;
* paying a deposit or invoice;
* approving a sample, design, specification, or production authorization;
* instructing Loyal Goods to begin work;
* accepting delivery of products; or
* otherwise proceeding with an order after receiving these Commercial Terms.
The client represents that it is purchasing products and services for business or commercial purposes and not primarily for personal, family, or household use.
If an Order Document expressly conflicts with these Commercial Terms, the Order Document controls only as to the specific conflicting term. Additional or inconsistent terms contained in a client purchase order or other client-issued document are rejected unless expressly accepted in a writing signed by an authorized representative of Loyal Goods.
## 2. Definitions
For purposes of these Commercial Terms:
**“Client”** means the business purchasing products or services from Loyal Goods.
**“Goods”** means apparel, accessories, packaging, labels, trims, samples, materials, and other physical products sourced, developed, produced, or supplied through Loyal Goods.
**“Services”** means design, development, sourcing, sampling, production management, quality-control coordination, import coordination, logistics coordination, consulting, and related services.
**“Order”** means the Goods and Services described in an applicable Order Document.
**“Specifications”** means the approved designs, measurements, materials, fabrics, colors, trims, artwork, labels, packaging, quantity breakdowns, and other production details for an Order.
**“Approval”** means written authorization provided by email, electronic platform, signed document, payment, or another written electronic method.
## 3. Scope of Services
Loyal Goods provides custom apparel development and production-management services. Depending on the Order, Loyal Goods may coordinate with independent factories, mills, freight providers, testing laboratories, customs brokers, and other third parties.
Unless an Order Document expressly states otherwise, Loyal Goods does not act as:
* the Client’s attorney, accountant, customs broker, tax advisor, or regulatory counsel;
* an insurer or guarantor of third-party performance;
* an exclusive supplier;
* a fiduciary; or
* the Client’s employee, agent, partner, or joint venturer.
Loyal Goods may select and change factories, mills, subcontractors, freight providers, or other vendors when reasonably necessary to perform the Order, provided the resulting Goods materially conform to the approved Specifications.
## 4. Quotes and Pricing
Quotes are based on the information, Specifications, quantities, exchange rates, duties, tariffs, freight conditions, raw-material pricing, and production assumptions available when the quote is issued.
Unless otherwise stated, a quote:
* is valid for thirty calendar days;
* is an estimate rather than a guaranteed final cost;
* applies only to the stated quantities and Specifications; and
* may be revised before production authorization.
Prices may be adjusted to reflect changes in:
* quantity;
* size or color assortment;
* fabrics, trims, labels, packaging, or construction;
* testing or compliance requirements;
* duties, tariffs, taxes, or government fees;
* exchange rates;
* raw-material or labor costs;
* freight, fuel, warehousing, or delivery costs;
* expedited production or shipping requests;
* Client-requested changes; or
* circumstances not reasonably known when the quote was prepared.
Loyal Goods will seek Client approval before proceeding with a material price increase, except for pass-through government charges, storage fees, demurrage, duties, tariffs, or carrier charges incurred after shipment.
## 5. Minimum Order Quantities
Minimum order quantities (“MOQs”) apply and may vary by style, color, fabric, trim, size range, factory, or production method.
A quoted MOQ may depend on consolidated production across multiple colors or styles. Changes to the Order may cause the MOQ or unit price to change.
If a Client requests quantities below the applicable MOQ, Loyal Goods may:
* decline the Order;
* charge a development or small-run surcharge;
* require payment for unused materials;
* substitute available materials with Client approval; or
* revise the pricing and production method.
## 6. Order Confirmation
An Order is not confirmed, and production capacity is not reserved, until Loyal Goods has received all items it requires, which may include:
* an approved Order Document;
* a signed purchase order;
* the required deposit;
* approved Specifications;
* approved artwork;
* an approved sample or production authorization;
* complete size and color quantities;
* shipping and delivery information; and
* any Client-supplied labels, trims, packaging, or other materials.
An anticipated launch date, delivery date, or production slot is not binding until the Order is confirmed.
## 7. Deposits and Payment
Payment terms will appear on the applicable Order Document or invoice.
Unless otherwise stated:
1. deposits are due before development, material purchasing, or production begins;
2. deposits become non-refundable when Loyal Goods commits funds, purchases materials, reserves capacity, or authorizes work;
3. remaining balances must be paid by the invoice due date;
4. Loyal Goods may require cleared payment before releasing or shipping Goods; and
5. the Client is responsible for bank, wire, payment-processing, collection, and returned-payment fees.
Payments must be made without setoff, deduction, chargeback, counterclaim, or withholding except as required by law.
A Client may not withhold payment for an undisputed portion of an invoice because another portion is disputed.
## 8. Late Payment and Credit Terms
Past-due balances accrue interest at the lesser of:
* one and one-half percent per month; or
* the maximum lawful rate.
The Client must reimburse Loyal Goods for reasonable costs of collecting overdue amounts, including attorneys’ fees, court costs, collection-agency fees, storage charges, and administrative expenses, to the extent permitted by law.
If payment is late or Loyal Goods reasonably believes the Client’s creditworthiness has deteriorated, Loyal Goods may:
* suspend design, sampling, production, or shipment;
* revoke or modify credit terms;
* require immediate payment;
* require additional security or a deposit;
* withhold documents or Goods;
* cancel pending work; or
* exercise any other available remedy.
A suspension caused by nonpayment automatically extends production and delivery estimates.
## 9. Client Responsibilities
The Client must provide complete, accurate, and timely:
* artwork and brand files;
* design direction;
* measurements and fit requirements;
* color references;
* labeling and packaging instructions;
* quantity and size breakdowns;
* delivery information;
* approvals;
* regulatory information specific to the Client’s distribution channels; and
* other information reasonably requested by Loyal Goods.
The Client is responsible for reviewing all materials carefully before Approval.
Loyal Goods is not responsible for delays, added costs, or errors resulting from incomplete, inaccurate, inconsistent, or late Client information.
## 10. Samples and Development
Samples are development tools and may be produced using substitute fabrics, trims, colors, labels, construction methods, or available sample-room materials unless the sample is expressly designated as a final pre-production sample.
Sample charges, development charges, courier costs, duties, and revision fees are payable by the Client unless otherwise stated.
The quoted price may include a stated number of sample rounds. Additional rounds or revisions may result in added charges and revised timelines.
Sample approval authorizes Loyal Goods to proceed based on the approved sample and Specifications. Minor production differences may still occur within commercially reasonable tolerances.
A sample is not approved merely because it was delivered. Approval must be provided in writing unless the Client directs Loyal Goods to proceed without a physical sample.
## 11. Approvals
The Client must approve final Specifications before bulk production begins.
Approvals may include:
* design and construction;
* fit and measurements;
* fabric and material;
* color;
* print, embroidery, or embellishment;
* labels and packaging;
* size grading;
* product markings;
* carton markings; and
* shipping method.
Approval is binding. Loyal Goods is not responsible for an alleged defect, discrepancy, or undesired result that conforms to an approved sample, artwork file, Specification, measurement, color standard, or written instruction.
Loyal Goods may rely on Approval from any person who reasonably appears authorized to act for the Client.
Failure to respond by a requested approval deadline may delay the Order. Loyal Goods is not obligated to proceed based on silence.
## 12. Colors, Materials, and Manufacturing Tolerances
Custom apparel is subject to normal manufacturing variation.
The Client acknowledges that commercially reasonable variation may occur in:
* color or shade between samples, dye lots, production lots, screens, digital renderings, and finished Goods;
* fabric weight, hand feel, stretch, texture, finish, or shrinkage;
* measurements, stitching, seams, placement, and construction;
* print, embroidery, appliqué, patch, and logo positioning;
* label and packaging placement;
* garment appearance across sizes;
* individual units within a production run; and
* Goods produced at different times.
Digital images, monitors, phone screens, photographs, and printed color references do not reproduce color perfectly.
Unless an Order Document states a different tolerance, dimensional variation of up to the greater of:
* five percent of the approved measurement; or
* one-half inch,
will not constitute a defect when customary for the applicable garment, fabric, size, or manufacturing process.
Normal manufacturing variation that does not materially impair the intended commercial use of the Goods is not a defect.
## 13. Quantity Variations
Custom production quantities may vary from ordered quantities.
Unless otherwise stated in the Order Document, the Client agrees to accept and pay for commercially reasonable overruns or underruns of up to five percent per style or color.
Invoices will be adjusted to reflect the quantity actually produced and delivered.
Where custom fabric, trims, labels, packaging, or other materials must be purchased in minimum quantities, the Client is responsible for approved excess-material costs. Loyal Goods may retain, dispose of, or offer to transfer unused materials as stated in the Order Document.
## 14. Client-Supplied Materials
Client-supplied materials are provided at the Client’s risk.
The Client is responsible for ensuring those materials are:
* delivered on time;
* correctly identified;
* suitable for the intended production process;
* supplied in adequate quantities, including allowance for waste and defects;
* legally compliant; and
* free of third-party claims.
Loyal Goods is not responsible for delay, loss, damage, waste, incompatibility, or production defects caused by Client-supplied materials, except to the extent directly caused by Loyal Goods’ gross negligence or willful misconduct.
Unused Client-supplied materials may be returned, stored, or disposed of at the Client’s expense.
## 15. Production Changes
The Client may request a change only in writing.
No requested change is effective unless Loyal Goods accepts it in writing. Loyal Goods may condition acceptance on:
* revised pricing;
* additional deposits;
* revised quantities or MOQs;
* revised timelines;
* new samples or testing;
* payment for materials or work already completed; or
* other commercially reasonable requirements.
Once materials have been ordered or production has begun, some changes may be impossible.
Loyal Goods may make nonmaterial technical adjustments when reasonably necessary for production, safety, availability, quality, or manufacturing efficiency.
## 16. Cancellations
The Client may not cancel an Order without Loyal Goods’ written consent.
If Loyal Goods accepts a cancellation, the Client must immediately pay:
* all completed work;
* all committed or purchased materials;
* factory cancellation charges;
* sampling and development costs;
* freight, duties, testing, storage, and administrative costs;
* noncancelable third-party commitments;
* work in progress;
* finished Goods; and
* any cancellation fee stated in the Order Document.
Once bulk production begins, Loyal Goods may require payment of the full Order value as a condition of cancellation.
Deposits are not refundable to the extent Loyal Goods has incurred costs, made commitments, reserved production capacity, or performed work.
## 17. Production and Delivery Estimates
Production, shipping, and delivery dates are estimates unless Loyal Goods expressly agrees in a signed writing that a date is guaranteed.
An estimated timeline typically begins only after Loyal Goods receives all required deposits, information, materials, and Approvals.
Dates may be extended due to:
* Client delay;
* requested changes;
* additional sample rounds;
* factory capacity;
* raw-material availability;
* quality-control corrections;
* testing requirements;
* weather;
* holidays or factory closures;
* customs review;
* port congestion;
* carrier delay;
* strikes, labor disruption, or civil unrest;
* government action;
* epidemics, pandemics, or public-health measures;
* war, terrorism, or geopolitical disruption;
* utility, communications, or technology failures; or
* other events outside Loyal Goods’ reasonable control.
Loyal Goods will use commercially reasonable efforts to communicate material known delays but is not liable for losses caused by delayed production or delivery.
The Client should not make noncancelable launch, advertising, event, retail, or customer commitments based solely on an estimated delivery date.
## 18. Shipping, Freight, and Delivery
Shipping terms, freight method, and delivery location will be stated in the Order Document when applicable.
Freight, duties, tariffs, taxes, customs charges, brokerage charges, storage, demurrage, detention, redelivery, and special-handling fees are the Client’s responsibility unless expressly included in the quoted price.
Loyal Goods may arrange shipment as a convenience to the Client. Unless otherwise expressly agreed:
* shipping providers are independent third parties;
* delivery dates are estimates;
* Loyal Goods is not liable for carrier delay;
* additional carrier charges may be invoiced to the Client; and
* the Client must provide safe and accurate delivery instructions.
If the Client delays or refuses delivery, Loyal Goods may place the Goods in storage at the Client’s risk and expense, and delivery will be deemed completed.
Partial shipments are permitted and may be invoiced separately.
## 19. Title and Risk of Loss
Unless an Order Document expressly provides otherwise:
* risk of loss passes to the Client when the Goods are delivered to the first commercial carrier or freight provider for shipment to the Client; and
* title passes only after Loyal Goods receives full payment for the applicable Goods.
The Client must maintain appropriate cargo, transit, and property insurance.
To the extent permitted by law, Loyal Goods retains a security interest in unpaid Goods and their proceeds until all amounts due for the applicable Order have been paid.
## 20. Inspection and Acceptance
The Client must inspect all delivered Goods promptly.
Goods are deemed accepted unless the Client provides Loyal Goods with written notice of a claimed nonconformity within ten calendar days after delivery.
The notice must include:
* the Order or invoice number;
* the affected style, size, color, and quantity;
* a detailed description of the issue;
* clear photographs or video;
* the carton or lot information, when available; and
* any additional documentation reasonably requested by Loyal Goods.
The Client must preserve the Goods and packaging for inspection and may not sell, alter, decorate, relabel, wash, repair, destroy, or dispose of allegedly defective Goods without written authorization.
Payment obligations are not suspended while a claim is evaluated.
Visible shortages or transit damage should also be noted with the carrier at delivery.
## 21. Defects and Quality Claims
A “Defect” means a material failure of the Goods to conform to the approved Specifications, taking into account the manufacturing tolerances and permitted variations in these Commercial Terms.
The following are not Defects:
* permitted color, measurement, quantity, or production variation;
* characteristics approved in a sample or Specification;
* subjective dissatisfaction with an approved design;
* damage occurring after risk of loss passes;
* improper storage, handling, washing, decoration, use, or resale;
* ordinary wear and tear;
* issues caused by Client-supplied artwork, instructions, materials, or information;
* changes caused by screen or photographic color differences; or
* issues affecting only a commercially insignificant portion of the Order.
Quality claims must identify the actual affected units. A defect in one or more units does not establish that the entire production run is defective.
## 22. Exclusive Remedies
If Loyal Goods confirms that Goods contain a timely reported Defect for which Loyal Goods is responsible, Loyal Goods may, at its option:
* repair the affected Goods;
* replace the affected Goods;
* reperform the affected Services;
* provide a commercially reasonable credit;
* refund the amount paid for the affected Goods; or
* arrange another commercially reasonable resolution.
These remedies apply only to the affected units and constitute the Client’s exclusive remedies for defective or nonconforming Goods.
The Client may not return Goods without a written return authorization. Unauthorized returns may be refused, returned at the Client’s expense, or held subject to storage charges.
Loyal Goods is not responsible for chargebacks, retailer deductions, customer refunds, markdowns, lost sales, advertising costs, launch costs, or recall expenses unless expressly agreed in a signed writing.
## 23. Compliance and Product Information
Loyal Goods will use commercially reasonable efforts to coordinate documentation customarily associated with the Goods Loyal Goods sources or imports, as stated in the applicable Order Document.
Depending on the product, this may include coordination of:
* fiber-content information;
* country-of-origin information;
* care-label information;
* manufacturer or responsible-party identification;
* flammability documentation or testing;
* tracking-label information; or
* other agreed production documentation.
The Client is responsible for:
* informing Loyal Goods of the intended markets, users, and distribution channels;
* reviewing and approving all labels, warnings, claims, packaging, and product descriptions;
* determining whether additional rules apply to the Client’s intended sale or use;
* maintaining records required of the Client as brand owner, distributor, wholesaler, retailer, or seller;
* ensuring that advertising and marketing claims are accurate;
* ensuring compliance after the Client modifies, decorates, relabels, bundles, markets, or resells the Goods; and
* obtaining legal or regulatory advice specific to its business.
Unless expressly included in an Order Document, Loyal Goods does not guarantee that Goods satisfy specialized rules applicable to children’s products, sleepwear, protective clothing, medical products, uniforms, athletic competition, chemical claims, sustainability claims, or a jurisdiction outside the United States.
The Client may not market Goods as certified, tested, organic, sustainable, recycled, antimicrobial, protective, flame resistant, Made in USA, or compliant with a specialized standard unless the claim is supported and authorized.
## 24. Recalls and Safety Issues
Each party must promptly notify the other of any known or suspected safety issue, regulatory inquiry, recall, or material compliance concern involving the Goods.
The parties will cooperate reasonably in investigating the issue.
Responsibility for recall, correction, notice, testing, replacement, and related costs will be allocated according to the cause of the issue.
The Client is responsible to the extent an issue arises from:
* Client-provided artwork, instructions, claims, labels, or materials;
* unauthorized modifications;
* improper storage, handling, marketing, or use;
* sale into an undisclosed market or for an undisclosed use; or
* failure to follow information provided by Loyal Goods.
Loyal Goods is responsible only to the extent an issue is directly caused by Loyal Goods’ material failure to provide Goods conforming to the agreed Specifications or applicable requirements expressly assigned to Loyal Goods in the Order Document.
## 25. Client Intellectual Property
The Client retains ownership of trademarks, logos, artwork, and other brand assets that the Client provides to Loyal Goods (“Client Materials”).
The Client grants Loyal Goods and its factories, contractors, and service providers a limited license to use Client Materials as necessary to quote, develop, sample, manufacture, package, ship, and administer the Order.
The Client represents and warrants that:
* it owns or has permission to use the Client Materials;
* the Client Materials do not infringe another party’s intellectual-property, privacy, or publicity rights;
* production and sale of the requested Goods are lawful; and
* Loyal Goods may rely on the Client’s authorization without conducting an independent rights investigation.
## 26. Design Rights and Deliverables
Upon full payment, the Client owns original, client-specific artwork expressly identified in an Order Document as a final design deliverable, excluding Loyal Goods Materials.
“Loyal Goods Materials” include:
* technical know-how;
* sourcing methods;
* costing methods;
* factory and supplier information;
* manufacturing processes;
* templates;
* reusable design elements;
* standard blocks;
* fit blocks;
* grading rules;
* specifications;
* measurement methods;
* construction methods;
* technical libraries;
* tech-pack formats;
* patterns;
* markers;
* production files;
* quality-control methods; and
* improvements or derivatives of the foregoing.
Loyal Goods Materials remain the exclusive property of Checkout Sales and Consulting, LLC d/b/a Loyal Goods, whether created before or during the Client relationship.
Unless expressly stated in a signed agreement, payment for Goods does not include the sale or transfer of tech packs, graded patterns, factory-ready files, markers, supplier information, manufacturing instructions, or production-development systems.
Any technical documents shared with the Client are provided only for reviewing and approving the applicable Order. The Client may not provide them to another manufacturer or use them to reproduce the Goods without Loyal Goods’ prior written consent.
## 27. Factories, Suppliers, and Non-Circumvention
Factories, mills, trim suppliers, sourcing agents, freight partners, technical contractors, and other vendors introduced or disclosed by Loyal Goods are valuable confidential business relationships.
During the Client relationship and for twenty-four months after the last Order, the Client will not knowingly bypass Loyal Goods to directly or indirectly source, develop, purchase, or manufacture substantially similar Goods through a factory or supplier first introduced to the Client by Loyal Goods, unless Loyal Goods provides written consent.
This restriction does not apply to a supplier with whom the Client can document a material, active business relationship predating Loyal Goods’ introduction.
The Client may not request or induce a factory, supplier, contractor, or employee to disclose Loyal Goods’ confidential pricing, margins, methods, vendor terms, or proprietary information.
The parties intend this section to protect legitimate confidential relationships and not to prohibit lawful competition.
## 28. Confidentiality
Each party may receive nonpublic business, technical, operational, pricing, customer, supplier, product, or financial information belonging to the other party (“Confidential Information”).
The receiving party will:
* use Confidential Information only for the business relationship;
* protect it using reasonable care;
* disclose it only to personnel or contractors who need it and are subject to confidentiality duties; and
* not disclose it to third parties without authorization.
Confidential Information does not include information the receiving party can document:
* was already lawfully known without restriction;
* becomes public through no breach;
* is received lawfully from another source without confidentiality obligations; or
* is independently developed without use of the other party’s Confidential Information.
A party may disclose information when legally required, provided it gives advance notice when legally permitted.
Pricing, margins, supplier identities, factory information, patterns, technical documents, and production methods belonging to Loyal Goods are Confidential Information.
## 29. Portfolio Use
Unless the Client identifies a project as confidential in writing before production, Loyal Goods may photograph and display finished, publicly released Goods for portfolio, website, trade-show, award, social-media, and business-development purposes.
Loyal Goods will not publicly disclose unreleased product plans, confidential pricing, quantities, or proprietary Client business information.
The Client may revoke future portfolio use by written notice, but the revocation will not require removal of materials already printed, published, distributed, or incorporated into completed presentations.
## 30. Limited Warranty
Loyal Goods warrants that, at delivery, the Goods will materially conform to the approved Specifications, subject to the tolerances, exclusions, and claim procedures in these Commercial Terms.
This limited warranty applies only to the original Client and may not be assigned to the Client’s customers, franchisees, retailers, or other third parties.
## 31. Disclaimer of Other Warranties
**EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 30, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE GOODS AND SERVICES ARE PROVIDED “AS IS.”**
**LOYAL GOODS DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, SAMPLE, OR DESCRIPTION.**
**LOYAL GOODS DOES NOT WARRANT THAT THE GOODS WILL MEET AN UNDISCLOSED PURPOSE, ACHIEVE PARTICULAR SALES RESULTS, BE ACCEPTED BY A PARTICULAR RETAILER OR CUSTOMER, OR REMAIN SUITABLE AFTER DECORATION, RELABELING, MODIFICATION, STORAGE, OR RESALE BY THE CLIENT.**
## 32. Limitation of Liability
**TO THE FULLEST EXTENT PERMITTED BY LAW, LOYAL GOODS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, MISSED LAUNCHES, RETAILER PENALTIES, CUSTOMER CLAIMS, ADVERTISING COSTS, OR LOST BUSINESS OPPORTUNITIES.**
**LOYAL GOODS’ TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN ORDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO LOYAL GOODS FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THE CLAIM.**
The limitations apply regardless of the legal theory asserted and even if a remedy fails of its essential purpose, except to the extent a limitation is prohibited by law.
## 33. Client Indemnification
The Client will defend, indemnify, and hold harmless Checkout Sales and Consulting, LLC d/b/a Loyal Goods and its owners, members, managers, employees, contractors, representatives, agents, factories, and affiliates from third-party claims, damages, liabilities, recalls, penalties, losses, costs, and reasonable attorneys’ fees arising from:
* Client Materials;
* alleged infringement involving Client-provided branding, artwork, instructions, or content;
* the Client’s marketing claims;
* the Client’s sale, distribution, relabeling, decoration, modification, storage, or use of the Goods;
* the Client’s failure to comply with applicable laws;
* an undisclosed intended market or specialized product use;
* Client-supplied materials;
* the Client’s negligence, willful misconduct, or breach of these Commercial Terms; or
* claims made by the Client’s customers, franchisees, retailers, distributors, or other downstream parties, except to the extent directly caused by Loyal Goods’ breach of its express limited warranty.
Loyal Goods will give reasonable notice of an indemnified claim and permit the Client to control the defense, provided the Client may not settle a claim in a manner that admits wrongdoing by or imposes obligations on Loyal Goods without written consent.
## 34. Force Majeure
Loyal Goods is not liable for failure or delay caused by circumstances beyond its reasonable control, including:
* natural disasters;
* severe weather;
* fire or flood;
* epidemic or pandemic;
* war, terrorism, invasion, or civil unrest;
* labor dispute;
* factory closure;
* port closure or congestion;
* government action;
* sanctions or trade restrictions;
* tariff changes;
* customs action;
* shortage of labor, energy, transportation, or raw materials;
* carrier or supplier failure;
* utility or communications outage; or
* cyberattack or technology-system failure.
Loyal Goods may extend timelines, allocate available materials or capacity among clients, propose substitutions, suspend performance, or cancel affected portions of an Order.
The Client remains responsible for completed work, purchased materials, noncancelable commitments, and Goods already produced.
## 35. Suspension and Termination
Loyal Goods may suspend or terminate an Order upon written notice if the Client:
* fails to pay an amount when due;
* fails to provide required information or Approval;
* materially breaches these Commercial Terms;
* becomes insolvent or ceases normal operations;
* engages in unlawful, abusive, fraudulent, or reputationally harmful conduct;
* requests unlawful or infringing Goods; or
* creates a material compliance, credit, or operational risk.
Termination does not eliminate payment obligations or rights that accrued before termination.
Sections concerning payment, intellectual property, confidentiality, non-circumvention, warranty limitations, indemnification, liability, dispute resolution, and other provisions that logically should survive will remain effective.
## 36. Publicity and Use of Names
Neither party may issue a press release stating that the other party endorses it without permission.
This provision does not prevent Loyal Goods from using project images as permitted under Section 29 or from making truthful statements that it has provided services to the Client after the relationship has been publicly disclosed.
## 37. Independent Businesses
The parties are independent contracting businesses.
Nothing in these Commercial Terms creates an employment, agency, franchise, fiduciary, partnership, joint-venture, or exclusive relationship.
Neither party may bind the other except as expressly authorized in writing.
## 38. Notices
Formal notices under these Commercial Terms must be sent by email and one of the following:
* nationally recognized overnight courier;
* certified U.S. mail, return receipt requested; or
* another traceable delivery method.
Notices to Loyal Goods must be sent to:
**Checkout Sales and Consulting, LLC d/b/a Loyal Goods**
434 Big Indian Loop
Mooresville, North Carolina 28117
Email: **[EMAIL]**
Operational communications, project Approvals, change requests, and routine notices may be sent by email or through an agreed project-management platform.
## 39. Governing Law
These Commercial Terms and all Orders are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
## 40. Dispute Resolution and Venue
Before filing a lawsuit, the parties will attempt in good faith to resolve a dispute through direct discussions between authorized business representatives.
If the dispute is not resolved within thirty days after written notice, either party may pursue available legal remedies.
Any lawsuit arising from or relating to these Commercial Terms or an Order must be filed exclusively in:
* the state courts located in Iredell County, North Carolina; or
* when federal jurisdiction exists, the United States District Court serving Iredell County, North Carolina.
Each party consents to personal jurisdiction and venue in those courts and waives objections based on inconvenient forum.
Either party may seek immediate injunctive relief to protect intellectual property, Confidential Information, supplier relationships, or other rights for which monetary damages would be inadequate.
## 41. Attorneys’ Fees
In an action to collect overdue amounts or enforce confidentiality, intellectual-property, or non-circumvention obligations, the prevailing party may recover reasonable attorneys’ fees and costs to the extent permitted by law.
For other disputes, each party will bear its own attorneys’ fees unless a statute or signed agreement provides otherwise.
## 42. Time for Bringing Claims
To the extent permitted by law, a claim arising from an Order must be brought within one year after the claim accrued.
This contractual limitation does not extend any shorter nonwaivable statutory deadline and does not apply where a one-year limitation is prohibited by law.
The inspection and quality-claim deadlines in these Commercial Terms remain separately applicable.
## 43. Assignment
The Client may not assign an Order or these Commercial Terms without Loyal Goods’ prior written consent.
Loyal Goods may assign an Order or these Commercial Terms in connection with a merger, reorganization, sale of substantially all business assets, financing transaction, or transfer to an affiliate or successor.
Any unauthorized assignment is void.
## 44. Electronic Transactions
The parties agree that electronic records, electronic signatures, email Approvals, electronic purchase orders, and electronically accepted documents may be used in connection with Orders and will have the same effect as paper records and handwritten signatures.
A counterpart or electronic copy may be treated as an original.
## 45. Order of Precedence
If transaction documents conflict, the following order of precedence applies:
1. a signed agreement expressly amending these Commercial Terms;
2. the applicable Order Document issued or expressly accepted by Loyal Goods;
3. these Commercial Terms;
4. other written Specifications approved by Loyal Goods; and
5. the Client’s purchase order.
A Client purchase order controls only the commercial details expressly accepted by Loyal Goods, such as approved product, quantity, price, and delivery location. Boilerplate or additional legal terms in a Client purchase order do not apply unless expressly signed by Loyal Goods.
## 46. No Reliance on Oral Statements
The Client acknowledges that it has not relied on an oral statement, forecast, estimated sales result, informal representation, or promise not included in the applicable written agreement.
An oral statement does not modify an Order or these Commercial Terms.
## 47. Waiver and Severability
A waiver is effective only if in writing and applies only to the specific instance identified.
Failure or delay in exercising a right is not a waiver.
If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.
## 48. Entire Agreement
These Commercial Terms, the applicable Order Documents, and any signed amendments constitute the entire agreement regarding the applicable Order and supersede prior discussions, proposals, emails, and representations concerning that Order.
## 49. Amendments
Loyal Goods may update these Commercial Terms prospectively.
The version provided with or referenced in an accepted Order will govern that Order unless the parties agree otherwise in writing.
Changes to an existing confirmed Order require written agreement.
## 50. Contact
Questions regarding these Commercial Terms may be directed to:
**Checkout Sales and Consulting, LLC d/b/a Loyal Goods**
434 Big Indian Loop
Mooresville, North Carolina 28117
Email: **[EMAIL]**
Loyal Goods Co. designs and delivers custom cut-and-sew apparel for brands whose community has a name, from boutique fitness franchises to community-driven brands. We make it easy to build gear your people are proud to wear.