Purchase Order and Vendor Terms

    Last updated: September 15, 2026

    These Purchase Order and Vendor Terms (the "Vendor Terms") govern every purchase order, work order, or other order for goods or services (each, a "PO") issued by Succinctive LLC ("Succinctive," "we," "us," or "our") to any decorator, printer, embroiderer, engraver, finisher, manufacturer, fulfillment provider, or other vendor or supplier ("Vendor," "you," or "your"). These Vendor Terms apply whether the PO covers decoration services performed on blank goods supplied by Succinctive, goods sourced or supplied by you, or any combination of the two. These Vendor Terms are separate from, and do not modify, the Terms of Service that govern Succinctive's merchant customers.

    1. Acceptance; No Other Terms

    1.1

    You accept and become bound by these Vendor Terms upon the earliest of: (a) your written or verbal acknowledgment or acceptance of a PO; (b) commencing any work under a PO; (c) accepting any funds from Succinctive, including deposits, prepayments, progress payments, or payment in full; (d) shipping or tendering any goods under a PO; or (e) any other conduct that a reasonable person would understand as performance under a PO. Each subsequent event of this kind reaffirms your acceptance of the version of these Vendor Terms posted at the time the applicable PO was issued.

    1.2

    Each PO is expressly conditioned on your acceptance of these Vendor Terms. Any term in your quote, proposal, invoice, order confirmation, acknowledgment, packing slip, website, or any other document that adds to, varies from, or conflicts with these Vendor Terms or a PO is rejected and has no effect, regardless of when it is delivered and regardless of any signature, click-through, or course of dealing. If these Vendor Terms conflict with a PO, the PO governs for that order.

    2. 100% Accuracy Standard

    2.1

    All work performed and all goods supplied under a PO must be completed one hundred percent (100%) accurately. Work and goods are "Conforming" only if they strictly match, in every respect: (a) the PO, including item, style, color, quantity, and size breakdown; (b) the final artwork, proof, or pre-production sample approved by Succinctive in writing or by email (or, if no proof was issued, the artwork files and specifications supplied with the PO); (c) the specified decoration method, placement, dimensions, thread or ink colors, and stitch or print specifications; and (d) all packaging, labeling, folding, polybagging, ship-blind, ship-method, and ship-date instructions stated on the PO. Work and goods must also be free of defects in materials and workmanship, including stains, holes, misprints, misregistration, scorching, puckering, broken or loose stitches, ghosting, and incorrect or missing units.

    2.2

    Any deviation from Section 2.1, in any unit, is a "Nonconformity," and the affected goods are "Nonconforming Goods."

    3. Remedy for Nonconformity: Full Refund

    3.1

    IF ANY PORTION OF A PO IS NOT COMPLETED 100% ACCURATELY, THE TRANSACTION IS FULLY REFUNDABLE. UPON SUCCINCTIVE'S WRITTEN NOTICE OF A NONCONFORMITY, AND AT SUCCINCTIVE'S SOLE ELECTION, YOU SHALL EITHER: (A) REFUND ONE HUNDRED PERCENT (100%) OF ALL AMOUNTS SUCCINCTIVE PAID IN CONNECTION WITH THE PO, INCLUDING DEPOSITS, PREPAYMENTS, AND PROGRESS PAYMENTS, WITHIN TEN (10) DAYS OF SUCCINCTIVE'S WRITTEN DEMAND; OR (B) REDO, REPRINT, OR RE-PRODUCE THE AFFECTED GOODS CORRECTLY AT YOUR SOLE COST, INCLUDING ALL MATERIALS, LABOR, AND EXPEDITED FREIGHT, ON A TIMELINE ACCEPTABLE TO SUCCINCTIVE. IF YOU FAIL TO COMPLETE A REDO UNDER CLAUSE (B) ACCURATELY AND ON TIME, THE REFUND REMEDY IN CLAUSE (A) APPLIES IMMEDIATELY.

    3.2

    Where Succinctive supplied the blank goods or other materials, you shall additionally reimburse Succinctive for its actual cost of the blank goods spoiled by the Nonconformity and the freight paid to deliver those blanks to you.

    3.3

    Succinctive may set off any amount refundable under this Section 3 against any amount Succinctive otherwise owes you under any PO. Amounts not refunded when due accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by Michigan law, whichever is lower, and you are responsible for Succinctive's reasonable costs of collection, including attorneys' fees.

    3.4

    Payment of any amount, in whole or in part, and Succinctive's receipt, retention, distribution, or disposal of goods do not constitute acceptance of Nonconforming Goods and do not waive any remedy under these Vendor Terms.

    4. No Return of Nonconforming Goods

    4.1

    NONCONFORMING GOODS WILL NOT BE RETURNED TO VENDOR. YOU ACKNOWLEDGE THAT GOODS DECORATED WITH THE BRANDING, TRADEMARKS, OR ARTWORK OF SUCCINCTIVE OR ITS CUSTOMERS HAVE NO LAWFUL RESALE VALUE TO YOU, AND THAT RETURN SHIPPING OF SPOILED GOODS CREATES COST WITHOUT VALUE TO EITHER PARTY. ACCORDINGLY, YOU AGREE THAT: (A) YOU HAVE NO RIGHT TO THE RETURN OF NONCONFORMING GOODS; (B) NO REFUND, REDO, OR OTHER REMEDY UNDER THESE VENDOR TERMS IS CONDITIONED ON THE RETURN OF NONCONFORMING GOODS; AND (C) SUCCINCTIVE MAY RETAIN, DESTROY, RECYCLE, DONATE, OR OTHERWISE DISPOSE OF NONCONFORMING GOODS IN ITS SOLE DISCRETION, AND NO SUCH RETENTION OR DISPOSITION CONSTITUTES ACCEPTANCE OF THE GOODS, REDUCES ANY AMOUNT REFUNDABLE TO SUCCINCTIVE, OR ENTITLES YOU TO ANY CREDIT FOR SALVAGE VALUE.

    4.2

    You may not sell, give away, display, or otherwise distribute any goods bearing the artwork, logos, or trademarks of Succinctive or its customers, including overruns, seconds, misprints, test pieces, and samples, without Succinctive's prior written consent. All artwork files, digitized embroidery files, separations, and screens prepared from artwork supplied by Succinctive are Succinctive's property and will be delivered to Succinctive on request.

    5. Inspection and Notice

    5.1

    Succinctive may inspect goods at any time, including after delivery to Succinctive, to a Succinctive facility, or to Succinctive's customer, and a Nonconformity may be identified at any of those points. Succinctive will give written notice of a Nonconformity within thirty (30) days after Succinctive discovers it. No inspection, delay in inspection, or failure of Succinctive's customer to inspect waives any remedy under these Vendor Terms.

    6. Funds

    6.1

    All funds Succinctive remits under or in connection with a PO, including deposits and prepayments, are conditioned on Conforming performance of the entire PO. Your acceptance of any such funds constitutes acceptance of these Vendor Terms under Section 1.1 and creates the refund obligation in Section 3 if the PO is not completed 100% accurately.

    7. General

    7.1

    These Vendor Terms and each PO are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. Exclusive venue for any dispute lies in the state or federal courts located in Oakland County, Michigan, and you consent to the personal jurisdiction of those courts.

    7.2

    If Succinctive prevails in any action to enforce these Vendor Terms, a PO, or a refund obligation, you shall pay Succinctive's reasonable attorneys' fees and costs in addition to any other amounts owed.

    7.3

    If any provision of these Vendor Terms is held unenforceable, it will be limited to the minimum extent necessary and the remainder stays in full force. If the full-refund remedy in Section 3.1(a) is held unenforceable in whole or in part as to a particular PO, you shall refund the maximum amount permitted, and in no event less than all amounts attributable to the Nonconforming Goods plus the reimbursements described in Section 3.2.

    7.4

    Succinctive may update these Vendor Terms by posting the updated version at this page. The version posted at the time a PO is issued governs that PO.

    7.5

    Sections 3, 4, 5, and 7 survive completion, cancellation, or termination of any PO.

    For questions about these Vendor Terms, contact b2b@succinctive.com.