Review our guidelines to ensure you understand the terms of engagement as you use our products and services.
These Terms and Conditions govern the provision of goods and services between Steadfast Worldwide, Inc. (“Steadfast”) and Customer on an ongoing basis.
WHEREAS, Steadfast is in the business of marketing, developing and selling goods, primarily but not exclusively consisting of, custom clothing, sports apparel and other personal items, and providing logistics brokerage and freight coordination services;
WHEREAS, Steadfast and Customer anticipate that Customer will order from Steadfast goods and services going forward on multiple occasions and the Parties wish to formalize the terms and conditions of these orders;
WHEREAS, Steadfast and Customer wish to streamline the future ordering process between them and to have set terms and conditions for all future purchases by Customer of goods and services from Steadfast.
1. DEFINITIONS
(a) “Steadfast” means Steadfast Worldwide, Inc., a California corporation, and its subsidiaries, including Steadfast Swag, and any other subsidiaries or divisions operating under the Steadfast brand; (b) “Customer” means the person or company purchasing Goods and Services from Steadfast; (c) “Goods and Services” means the goods, products, and services sold to or to be provided by Steadfast to Customer pursuant to pricing communications by Steadfast and Customer’s acceptance thereof, including but not limited to logistics brokerage, freight coordination, customs clearance assistance, warehousing, and supply chain management services; (d) “Document” means any pricing communication provided by Steadfast (including Pro Forma Invoices, estimates, invoices, quotes, or other pricing communications) and Customer’s acceptance of the same by transmittal of a Purchase Order, payment of a Deposit by Customer, or other communication from Customer indicating acceptance and authorization to proceed; (e) “Terms” means these Terms and Conditions; (f) “Purchase Order” shall consist of any document, written communication or written confirmation of the purchase of Goods or Services by Customer from Steadfast; (g) “Deposit” shall mean the payment by Customer of some portion of the price of Goods or Services (as determined by Steadfast’s pricing communications including but not limited to Pro Forma Invoices, estimates, invoices, quotes, or other pricing documents) ordered by Customer from Steadfast; (h) “Agreement” shall mean any commitment, order, or purchase arrangement between Customer and Steadfast communicated through any means including but not limited to: email, verbal communication, phone calls, text messages, messaging applications, or any other electronic communication, as well as formal Pro Forma Invoices, estimates, purchase orders, or written documents. Customer acknowledges that all such communications may create binding obligations; (i) “Communications” shall mean any form of communication between Customer and Steadfast including but not limited to: email, verbal communication, phone calls, text messages, messaging applications, electronic communication, Pro Forma Invoices, estimates, invoices, quotes, purchase orders, or written documents.
2. NOT A PROMISE TO PURCHASE OR SUPPLY GOODS AND SERVICES IN THE FUTURE
This Agreement is not a promise by Steadfast to supply Customer in the future with any specific Goods and Services or at any specific price or quantity. This Agreement is also not a promise by Customer to purchase specific Goods and Services from Steadfast in the future or at any specific price. However, the Parties have conducted transactions in the past and anticipate doing so in the future and wish to formalize the Terms and conditions for all future purchases by Customer from Steadfast. Unless otherwise agreed to in writing by Steadfast and Customer, the Terms in this Agreement shall apply to all future orders by Customer. This Agreement also does not address the price, quantity or style of any Goods and Services ordered (or sought to be ordered) by Customer from Steadfast. Quantity, price and style of Goods and Services shall be confirmed via Communications sent by Steadfast to Customer and acceptance thereof by Customer as set forth below.
3. ACCEPTANCE
If Customer wishes to purchase Goods and Services from Steadfast in the future, Customer expressly assents to and accepts the Terms in this Agreement. Receipt by Customer of Steadfast’s Communications for future orders of Goods and Services and a transmittal by Customer to Steadfast of a Purchase Order or payment by Customer of a Deposit in response to Communications issued by Steadfast, shall be considered acceptance of these Terms by Customer and Steadfast for that specific transaction. Quantity, price and style of Goods and Services are set forth in the Communications and are in addition to the Terms in this Agreement, not in place thereof unless expressly stated in the Communications or other written agreement between the Parties.
ELECTRONIC ACCEPTANCE ACKNOWLEDGMENT: Customer acknowledges and agrees to conduct this transaction electronically pursuant to California Civil Code §1633.5 and the federal Electronic Signatures in Global and National Commerce Act (ESIGN). Customer’s acceptance may be evidenced by any of the methods described above, and all such acceptances shall have the same legal effect as handwritten signatures. By placing an order, Customer certifies it has read, understood, and agrees to be bound by these Terms regardless of the method of acceptance.
4. PROPOSITION 65 WARNING
WARNING: The Goods sold by Steadfast may expose users to chemicals including lead, formaldehyde, di(2-ethylhexyl)phthalate (DEHP), cadmium, and bisphenol A (BPA), which are known to the State of California to cause cancer and birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.
Customer acknowledges receipt of this warning and agrees to comply with all Proposition 65 requirements if Customer resells, distributes, or otherwise provides the Goods to California residents, including providing appropriate warnings at point of sale.
5. SHIPPING TERMS
Unless otherwise agreed to, the cost of shipping is included in the price of Goods and Services. However, Customer agrees that if the costs for shipping increase by a material amount after acceptance of these Terms, Steadfast may pass these increased costs to Customer. Customer agrees to pay said additional costs. All delivery dates are approximate. Steadfast shall not be liable for any damages, including special, incidental, or consequential, or for lost profits or opportunity, arising from any shipment of nonconforming Goods and Services, any delay in delivery, or any failure to deliver Goods and Services in quantities and at the time or times scheduled or predicted.
6. SECURITY INTEREST
Security title, lien on, and right of possession to the Goods shall remain in Steadfast until all payments hereunder have been made in full. Customer grants a security interest in the Goods to secure payment of the purchase price thereof and any and all additional amounts now or hereafter owed by Customer to Steadfast. Should Customer receive Goods and Services on credit while insolvent, Steadfast shall be entitled to that right of reclamation in accordance with the relevant sections of the Uniform Commercial Code and California law. In the case of attachment, levy, assignment for creditors, bankruptcy, liquidation, or receivership affecting the Goods, all amounts due and owing to Steadfast by Customer, whether current or past due, become immediately due and payable.
UCC FILING AUTHORIZATION: Customer hereby authorizes Steadfast to file UCC-1 Financing Statements with the California Secretary of State or any other applicable jurisdiction, describing the Goods and any proceeds thereof, without Customer’s signature. Customer agrees to execute any additional documents reasonably requested by Steadfast to perfect or maintain the security interest. Customer waives the right to receive copies of any Financing Statements or notifications of filing.
7. CANCELLATION
Cancellations may be approved by Steadfast at its sole discretion, but only if production has not commenced. If a cancellation is approved, Customer is responsible for all costs incurred by Steadfast, including but not limited to:
Once production has started, has been completed, is in transit, or has been delivered, orders cannot be cancelled under any circumstances. Customer remains obligated to accept and pay for all Goods and Services in accordance with these Terms.
For returns of delivered Goods due to manufacturing errors by Steadfast, see Section 11.
8. CLAIMS AND DELAYS
Customer shall inspect all Goods and Services included in any delivery before the carrier leaves Customer’s premises. If Goods have been damaged in transit, Customer must note damage on carrier’s form so that a claim may be submitted to carrier for damage in transit.
Customer must conduct box count verifying the number of cartons received matches the carrier’s form or Bill of Lading prior to the truck/delivery leaving. If carton number does not match the carrier’s form or Bill of Lading, Customer must note the discrepancy with the carrier in writing prior to the carrier departing Customer’s premises.
Claims for delivery-related issues including product shortages (i.e., number of cartons or garments), transit damage, wrong items shipped, or other errors apparent upon delivery inspection must be made within ten (10) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance of the delivery and shall constitute waiver of all such claims by Customer.
For manufacturing quality defects or issues not apparent upon delivery inspection, see Section 11 for return procedures and timelines.
Customer agrees that any suit, action, or proceeding brought by Customer against Steadfast for any reason will be brought within one (1) year of receipt of Goods and Services by Customer, and that, prior to bringing any such action, Customer shall provide to Steadfast at least thirty (30) days written notice that includes: (i) detailed description of the alleged problem; (ii) supporting documentation including photographs, inspection reports, measurements, and any other evidence; (iii) comparison to approved specifications, samples, or Communications; (iv) specific evidence demonstrating the problem was caused solely by Steadfast’s error or breach; and (v) the specific remedy Customer is seeking. This notice must provide Steadfast a reasonable opportunity to investigate and cure or correct any problem with the Goods and Services. FAILURE TO PROVIDE SUCH DETAILED NOTICE AND COMPLETE DOCUMENTATION WITHIN THE SPECIFIED TIME PERIOD SHALL ABSOLUTELY BAR CUSTOMER FROM BRINGING ANY LEGAL ACTION AND SHALL CONSTITUTE A COMPLETE WAIVER OF ALL CLAIMS, AND CUSTOMER SHALL HAVE NO RIGHT TO WITHHOLD PAYMENT, MAKE DEDUCTIONS, OR PURSUE ANY REMEDY WHATSOEVER.
9. END USE
Customer has the sole responsibility to determine the suitability of the Goods and Services for Customer’s contemplated use and for compliance with any federal, state, or local codes, statutes, regulations, or laws that may apply to the use of the Goods and Services. Customer assumes all risk in connection with the use of the Goods and Services.
10. LOGISTICS AND FREIGHT SERVICES
When Steadfast provides logistics brokerage, freight coordination, customs clearance, or related services, Steadfast acts as an intermediary and coordinator. Customer acknowledges that: (a) Steadfast utilizes third-party carriers, customs brokers, warehouses, and service providers; (b) Steadfast is not liable for delays, damages, or losses caused by such third parties; (c) All freight and logistics services are subject to the terms and conditions of the actual carriers and service providers; (d) Customer assumes all risks associated with transportation, customs clearance, and delivery.
11. RETURNS AND EXCHANGES
Returns are not allowed except under extreme circumstances. Even in such cases, Goods may not be returned without Steadfast’s prior written permission, and returned Goods will not be accepted without a Return Goods Authorization issued by Steadfast. (To obtain a Return Goods Authorization, please call (949) 734-0351 or email [email protected].)
SAMPLE APPROVAL PROCESS: When Steadfast provides samples, prototypes, pre-production samples, color samples, or digital proofs for Customer’s approval, Customer shall provide written approval or written objections within five (5) business days of receipt. Customer’s written approval of any sample constitutes final acceptance of the design, materials, colors, quality, construction, and all specifications. Production Goods conforming to approved samples shall be deemed to fully satisfy all express and implied warranties. If Customer fails to provide written objection within five (5) business days, the sample shall be deemed approved. Once approved, Customer may not return Goods based on subjective dissatisfaction or claims that Goods differ from Customer’s expectations when Goods conform to the approved sample.
Returns Will NOT Be Accepted For: (a) Approved Samples: If Customer has approved pre-production samples, production samples, colors, artwork, specifications, or any other aspect of production through Steadfast’s approval process, Customer may not return the Goods based on subjective dissatisfaction, quality preferences, or claims that the Goods differ from Customer’s expectations. Approval of samples constitutes final acceptance of quality, specifications, and all aspects of production; (b) Custom, Made-to-Order, and Customer-Specified Goods: Custom, made-to-order, private-label, or customer-specified Goods and Services are non-returnable once production has commenced, regardless of delivery status, unless there is a quality issue attributable to Steadfast, in which case Steadfast may consider a return in its sole discretion subject to the requirements and limitations set forth in this Section 11; (c) Services: Services, once performed, cannot be returned or refunded under any circumstances; (d) Time Limitations: No returns will be accepted after thirty (30) days from delivery under any circumstances.
Extreme Circumstances – Manufacturing Errors by Steadfast: The only circumstances under which returns may be considered are if Steadfast produces Goods that are materially different from approved specifications or that contain quality defects attributable solely to Steadfast’s manufacturing error.
Customer must submit a complete return request within thirty (30) days of receipt that includes: (i) detailed description of the alleged defect or error; (ii) photographic evidence clearly showing the issue; (iii) quantity or percentage of Goods affected; (iv) comparison to approved samples or specifications; and (v) specific evidence demonstrating the issue was caused by Steadfast’s manufacturing error and not by Customer’s use, handling, or storage of the Goods.
Vague or incomplete claims submitted within the thirty (30) day period that lack required documentation will not stop the running of the thirty (30) day deadline. All documentation and evidence must be received by Steadfast within thirty (30) days of Customer’s receipt of Goods. Claims submitted after thirty (30) days, or claims lacking complete documentation within the thirty (30) day period, will not be considered under any circumstances.
Steadfast will determine in its sole discretion whether a manufacturing error has occurred and whether a Return Goods Authorization will be issued.
Requirements for Any Authorized Returns: (e) Condition: Returns must be uncut and in original condition; (f) Restocking Fee: All authorized returns are subject to a twenty percent (20%) restocking fee; (g) Shipping Costs: Customer is responsible for return shipping costs unless otherwise agreed by Steadfast.
12. LIMITED WARRANTY AND DISCLAIMER
Steadfast warrants that, at the time of delivery to the carrier, the Goods are as described in Steadfast’s Communications and as approved during the development process and are free from apparent defect in materials, workmanship, and title, but no other express warranty is made by Steadfast respecting the Goods and Services. EXCEPT AS PROVIDED IN THE PREVIOUS SENTENCE, STEADFAST DISCLAIMS AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO DESCRIPTION, QUALITY, PRODUCTIVENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, OR ANY OTHER MATTER, RESPECTING THE GOODS AND SERVICES, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF STEADFAST OR STEADFAST’S PERSONNEL. THIS WARRANTY EXPRESSLY EXCLUDES ALL DAMAGES THAT RESULT FROM MISUSE OR ABUSE OR FROM ALTERATION OR MODIFICATION OF THE GOODS AND SERVICES, WHICH SHALL BE DETERMINED AT STEADFAST’S SOLE DISCRETION.
CUSTOMER’S ACKNOWLEDGMENT OF WARRANTY LIMITATIONS: Customer acknowledges that it has read, understood, and specifically agrees to the warranty disclaimers and limitations set forth in this Section 12. Customer agrees that the limited warranty provided above is the sole and exclusive warranty applicable to the Goods and Services.
13. LIMITATION OF CUSTOMER’S REMEDIES AND STEADFAST’S LIABILITY
In the event any Goods and Services subject to Steadfast’s limited warranty shall be shown to Steadfast’s satisfaction to be defective, as CUSTOMER’S EXCLUSIVE REMEDY, Steadfast shall have the option at its sole discretion to either (a) replace the Goods with equivalent goods at the address on the original invoice, (b) facilitate for Customer the submission of a claim under any applicable manufacturer’s warranty; (c) rework or repair the Goods; or (d) re-perform the Services. IN NO EVENT WILL STEADFAST BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR OCCURRING IN CONNECTION WITH THE SALE, DELIVERY, USE, OR PERFORMANCE OF THE GOODS AND SERVICES, OR OTHERWISE, EVEN IF STEADFAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL STEADFAST BE LIABLE FOR LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITY OR THE LIKE, OR FOR ANY CLAIM OR DEMAND AGAINST STEADFAST BY ANY OTHER PARTY. STEADFAST’S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER, WHETHER ARISING FROM OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT OR OTHER CAUSE OF ACTION, SHALL IN NO CASE EXCEED THE PURCHASE PRICE THAT CUSTOMER PAYS FOR THE PARTICULAR GOODS AND SERVICES INVOLVED. STEADFAST SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, OR OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO GOODS AND SERVICES FURNISHED BY STEADFAST OR WITH RESPECT TO ANY UNDERTAKINGS, ACTS, OR OMISSIONS RELATED THERETO. To the extent not covered by any applicable insurance policy, Customer shall indemnify and hold Steadfast, its shareholders, officers, agents, employees, successors, and assigns harmless from and against any and all losses, damages, or expenses of whatever form or nature (including reasonable attorneys’ fees and other costs of defending any action) which they or any of them may incur as a result of any claim by Customer or others arising out of or in connection with the Goods and Services sold to Customer and not proven to have been caused solely by a breach by Steadfast of its limited express warranty above or caused solely by Steadfast’s gross negligence.
INDEPENDENT PROVISIONS: The exclusive remedy provisions and the consequential damages exclusion in this Section 13 are intended to be separate, independent, and severable provisions. If any exclusive remedy fails of its essential purpose, the consequential damages exclusion shall remain in full force and effect and shall not fail. The parties expressly agree that the consequential damages exclusion represents an independent bargained-for allocation of risk that shall survive any failure of remedy.
CUSTOMER INSURANCE RESPONSIBILITY: Customer acknowledges and agrees that Steadfast takes no financial responsibility for lost, damaged, stolen, or destroyed goods during manufacturing, transportation, customs clearance, or warehousing. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING APPROPRIATE INSURANCE COVERAGE for all goods and services from the time of manufacture through final delivery, including but not limited to freight and logistics services provided by Steadfast. While Steadfast may assist Customer in filing insurance claims or working with carriers, Steadfast has no obligation to accept responsibility for any losses and such assistance does not constitute an admission of liability.
14. PRICES AND ECONOMIC ADJUSTMENTS
Prices shall be those prices as published by Steadfast in its Communications. No representative of Steadfast, other than an officer of Steadfast, has any authority whatsoever to waive, alter, vary, discount, add to, or in any fashion modify the current prices.
PRICE ADJUSTMENT RIGHTS: Steadfast reserves the right to adjust pricing for documented, unforeseen cost increases, subject to the following procedures:
(a) Qualifying Events: Price adjustments may be made only for the following documented cost increases: (i) Tariff Adjustments: Implementation of new tariffs or changes to existing tariff rates by any government, documented by official government notice; (ii) Freight Cost Increases: Material increases (exceeding 10% from the date of Communications) in shipping, transportation, or logistics costs due to fuel price changes, carrier rate increases, or capacity limitations, documented by carrier rate sheets or published freight indices; (iii) Regulatory Cost Changes: Additional costs imposed by new regulations, customs procedures, or compliance requirements, documented by official regulatory guidance; (iv) Currency Fluctuations: Material currency exchange rate changes (exceeding 5% from the date of Communications) affecting production or shipping costs, documented by published exchange rates; (v) Economic Sanctions: New trade restrictions or sanctions affecting supply chains or shipping routes, documented by official government announcements.
(b) Notice and Documentation: Steadfast shall provide Customer with at least thirty (30) days’ written notice before any price adjustment takes effect, unless emergency government action (such as immediate tariff implementation) requires immediate adjustment, in which case Steadfast shall provide notice within five (5) business days. Notice shall include documentation of the cost increase and the calculation of the price adjustment.
(c) Limitations: (i) Price adjustments shall not exceed fifteen percent (15%) of the original order price in any twelve-month period; (ii) Price adjustments shall apply only to orders placed or production commenced after the effective date of the adjustment; (iii) Goods already in production or completed at the time of notice shall be invoiced at original pricing.
(d) Customer Rights: If any single price adjustment exceeds ten percent (10%) of the original order price, Customer may cancel the affected order without penalty by providing written notice within ten (10) days of receiving Steadfast’s adjustment notice, provided production has not yet commenced. Customer remains obligated to pay for all Goods where production has commenced and all Services already rendered.
Customer agrees to pay such documented additional costs subject to these limitations. Unless other terms are specified in writing between Customer and Steadfast, for DDP orders taxes, fees and customs duties are included in pricing, subject to the price adjustment rights above. For EXW and FOB orders, Customer is responsible for all shipping, taxes, duties, and customs fees unless specifically included in any Communications or agreement between the parties.
15. TERMS OF PAYMENT AND CREDIT
Payment Obligation: Customer’s obligation to pay for Goods and Services arises upon receipt of the Goods and Services, regardless of when Steadfast issues an invoice. Steadfast shall issue a “Final Invoice” for the total costs as reflected in Steadfast’s Communications minus any paid Deposit by Customer (if any). Any balance (total price minus paid deposit) must be paid by Customer within ten (10) days of receipt of Goods and Services by Customer, unless different terms have been negotiated and agreed to by Steadfast. Interest shall accrue on any balance after ten (10) days at ten percent (10%) per annum or the maximum rate permitted by law, whichever is less.
Late Invoicing and Payment Obligation: Steadfast’s delay in issuing an invoice—whether due to administrative workload, accounting processes, or any other reason—does not extend Customer’s payment deadline, waive Customer’s payment obligation, or create any defense to payment. Payment deadlines are determined solely by the date Customer receives the Goods and Services, not the date an invoice is issued. Interest accrues from the original payment due date (ten days after receipt of Goods and Services) regardless of when Steadfast issues an invoice. Customer acknowledges and agrees that delayed invoicing does not prejudice Customer’s ability to pay, does not affect Customer’s obligation to maintain records, and does not create any basis for equitable defenses including laches, estoppel, or waiver. Customer may request an invoice at any time by contacting [email protected].
No Invoice Required: Customer acknowledges that an invoice is a courtesy billing statement and is not required for payment to be due. Customer’s obligation to pay arises from receipt of Goods and Services and acceptance of Steadfast’s Communications, regardless of whether an invoice has been issued. Failure to receive an invoice does not constitute grounds for non-payment or delayed payment.
PROHIBITION ON DEDUCTIONS AND OFFSETS: Customer shall pay all invoices in full without setoff, deduction, counterclaim, or offset of any kind. Any amounts disputed by Customer shall be paid in full pending resolution of the dispute, and Customer shall submit claims separately with complete supporting documentation as required by Section 8 and Section 26. Unauthorized deductions shall be treated as partial payment, subject to late fees and interest as outlined in this Section 15, and Steadfast may immediately suspend all shipments and services until full payment is received.
Customer may request an invoice at any time by contacting [email protected]. Customer gives Steadfast the right to periodically obtain updated information from Customer’s creditors, consumer or commercial credit agencies, or bank references as may be required to perform credit checks. Customer certifies that all information supplied by Customer as a part of its credit application is correct. Customer consents to the disclosure to Steadfast by any person, firm, or entity with whom or which Customer may have financial, trade, or other relations of any information required for a credit check.
16. RETURNED CHECKS
At Steadfast’s sole discretion, Customer may be permitted to pay for Goods and Services by check. If any check is returned due to insufficient funds or dishonored for any other reason, Customer expressly authorizes Steadfast to electronically debit Customer’s bank account for the amount of the check plus a processing fee not to exceed the applicable maximum legal limit, plus any applicable sales tax. Upon receipt of a dishonored or returned check, Customer’s account will be changed to money order or cash payment terms only. Customer may reapply for check acceptance only upon payment in full of the check and all associated fees. Any check acceptance shall be determined in Steadfast’s sole discretion.
17. FORCE MAJEURE AND LOGISTICS LIMITATIONS
Steadfast shall not be liable for delays in shipping, delivery, logistics and freight coordination services, or for Steadfast’s nonperformance in providing Goods and Services if caused by circumstances beyond Steadfast’s control, including, without limitation: (a) Acts of God and Natural Events: fire, flood, hurricane, windstorm, lightning, tornado, earthquake, or other natural disasters; (b) Human-Caused Disruptions: war, riot, civil commotion, terrorism, government action, theft, vandalism, accident, strike, labor trouble, or any form of business interruptions caused by pandemic or other mass illnesses; (c) Supply Chain and Logistics Disruptions: Vessel space limitations requiring cargo to be shifted to later sailing, Port congestion, closures, or capacity limitations, Customs delays, inspections, or holds, Shortage of containers, chassis, or other equipment, Railroad, trucking, or other transportation delays, Warehouse capacity limitations or labor shortages (d) Regulatory and Economic Disruptions: Implementation of new tariffs or changes to existing tariff rates, Changes in import/export regulations or customs procedures, Infrastructure failures including power outages affecting ports or transportation networks, Shortage of energy, fuel, or other critical resources, Currency fluctuations affecting shipping costs, Economic sanctions or trade restrictions, Other acts of God or circumstances beyond Steadfast’s reasonable control.
LOGISTICS SERVICES LIMITATION FOR ALL INCOTERMS: Whether orders are DDP (Delivery Duty Paid), EXW (Ex Works), FOB (Free on Board), or any other delivery terms, when Steadfast provides any logistics coordination services, Steadfast acts as a logistics coordinator and shall not be liable for the acts, omissions, or performance of any third-party carriers, customs brokers, warehouses, ports, or other service providers. Customer assumes all risks associated with transportation and delivery regardless of Incoterms specified.
Upon occurrence of any force majeure event, Steadfast shall promptly notify Customer and use commercially reasonable efforts to mitigate delays and resume performance. Steadfast’s performance obligations shall be suspended only for the duration of the force majeure event. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected order. Upon termination: (i) Customer remains liable for all costs incurred by Steadfast to date, including manufacturing costs, materials, shipping expenses, customs fees, and storage costs; (ii) Steadfast will use commercially reasonable efforts to resell the Goods and apply net proceeds to Customer’s account after deducting a 20% handling fee; (iii) Any remaining balance after resale shall be Customer’s responsibility.
18. CHOICE OF LAW AND VENUE
These Terms, the Communications issued by Steadfast, the Purchase Order submitted by Customer, and any other agreement for the purchase of Goods and Services between Steadfast and Customer, and matters connected with the performance thereof, shall be construed, interpreted, applied, and governed in all respects in accordance with the laws of the State of California, and the Parties agree to submit to the jurisdiction of the state and federal courts of the State of California, County of Orange.
Steadfast’s principal place of business and official address for all legal notices, service of process, and communications is 1950 W Corporate Way, PMB 19349, Anaheim, California 92801. Steadfast reserves the right to change its address upon thirty (30) days written notice to Customer.
Steadfast maintains operations in multiple jurisdictions and may change its principal place of business as business needs require. Any change of address will be communicated to Customer in writing. Despite any change in Steadfast’s location, these Terms shall continue to be governed by California law and Orange County jurisdiction unless otherwise agreed in writing by both parties.
NEVADA OPERATIONS: Effective [DATE], Steadfast Worldwide, Inc. may conduct certain business operations through entities organized under the laws of Nevada. Regardless of any such operational structure or the location from which services are provided, this Agreement and all disputes arising from the provision of Goods and Services shall be governed by California law with venue in Orange County, California as set forth above, unless a separate written agreement expressly provides otherwise. Customer acknowledges that Steadfast’s use of Nevada entities for operational purposes does not affect the choice of law or venue provisions of this Agreement.
19. COSTS AND ATTORNEYS’ FEES
If any legal action or proceeding is brought to enforce or interpret any provision of these Terms or any other dispute arising out of, or related to, the Customer’s order of Goods and Services from Steadfast, the successful party will be entitled to recover its reasonable attorney’s fees and all other costs, including the costs of expert witnesses and consultants, incurred in connection with the action or proceeding, in addition to any other relief to which it may be entitled, whether such amounts are incurred before or after the filing of any court action or the initiation of any arbitration or mediation or the retention of any collection agency.
20. SEVERABILITY
The provisions set forth herein are severable, and if any provision is invalid, void, or unenforceable in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.
21. NON-WAIVER
Steadfast’s failure or refusal to insist upon strict performance of any provisions set forth hereunder shall not be deemed a waiver of Steadfast’s rights or remedies or a waiver by Steadfast of any subsequent default by Customer in the performance of or compliance with this Agreement.
22. INTERPRETATION
The headings in this Agreement are purely for convenience and are not to be used as an aid in interpreting its terms. The Parties agree that they participated equally in drafting and negotiating the terms of this Agreement and that this Agreement shall not be construed against either Party as the author or drafter of the Agreement.
23. INCOTERMS AND DELIVERY ACKNOWLEDGMENT
Customer acknowledges that: (a) Delivery Terms: Orders may be quoted as DDP (Delivery Duty Paid), EXW (Ex Works), FOB (Free on Board), or other Incoterms as specified in Steadfast’s Communications. Unless otherwise specified, all delivery terms shall be interpreted according to Incoterms® 2020 as published by the International Chamber of Commerce. In the event of any conflict between Incoterms® 2020 and the express provisions of this Agreement, this Agreement shall control. (b) DDP Orders: For DDP orders, Steadfast provides logistics and freight coordination services to deliver to Customer’s specified location but acts as logistics coordinator using third-party service providers (c) EXW Orders: For EXW orders, Customer is responsible for all transportation, customs clearance, duties, and delivery arrangements from Steadfast’s facility (d) FOB Orders: For FOB orders, risk transfers to Customer at the specified FOB point, and Customer assumes responsibility for transportation and delivery thereafter (e) Inherent Shipping Risks: All international and domestic shipping involves inherent uncertainties, delays, and risks beyond any party’s complete control (f) Schedule Variability: Vessel schedules, port operations, customs procedures, and delivery timelines are subject to change without notice regardless of Incoterms (g) No Delivery Guarantees: Steadfast cannot guarantee specific delivery dates for any orders due to factors beyond Steadfast’s control (h) Planning Responsibility: Customer should plan for potential delays and maintain appropriate inventory levels regardless of delivery terms (i) Mandatory Insurance: Customer is solely responsible for obtaining insurance coverage for goods and services during manufacturing, transit, and delivery, regardless of Incoterms specified (j) Economic Risk: Customer accepts the risk of additional costs due to tariffs, regulatory changes, and economic factors as outlined in the Price Adjustment clause.
24. PAYMENT SECURITY AND SHIPMENT CONTROLS
(a) Required Deposits: Steadfast may require deposits or full prepayment before commencing production or shipping of any Goods and Services, at Steadfast’s sole discretion. (b) Shipment Hold Rights: Steadfast reserves the right, without any liability whatsoever to Customer for delay or any other damages, to hold, delay, or refuse shipment of any Goods or performance of Services if Customer has not paid required deposits when due, Customer has any overdue payments to Steadfast, Customer fails to respond to payment requests within five (5) business days, Customer’s credit status has materially deteriorated, or Customer has defaulted on any terms of this Agreement. (c) Storage Costs: If Steadfast exercises shipment hold rights, Customer shall be responsible for all storage, warehousing, and related costs incurred by Steadfast. Storage fees shall accrue at reasonable commercial storage rates, which the parties agree shall be deemed reasonable at $50 per day per box unless either party can demonstrate that prevailing warehouse rates in the storage location are materially different, in which case storage fees shall be actual costs plus a 30% administrative fee. If Customer challenges the $50 daily rate and prevailing rates are determined to be higher than $50 per day per box, Customer shall be responsible for the higher rate plus administrative fee, and shall reimburse Steadfast for any shortfall in previously charged storage fees. (d) Risk During Hold: During any shipment hold period, Customer bears all risk of loss, damage, or deterioration of Goods, regardless of Incoterms specified. (e) Release Conditions: Goods will be released for shipment and Services will be performed only after all outstanding payments are made in full, all required deposits are received, Customer confirms shipping instructions in writing, and any applicable storage fees are paid. (f) Right to Resell: If Customer fails to make required payments or resolve shipment hold conditions within thirty (30) days, Steadfast may, at its sole discretion, resell the Goods and apply proceeds to outstanding balances, with Customer remaining liable for any deficiency.
25. ELECTRONIC SIGNATURES AND RECORDS
This Agreement and any amendments, Communications, or related documents may be executed and delivered by electronic signature (including SignNow, DocuSign, Adobe Sign, email confirmation, or other electronic signature platforms). Each party agrees that electronic signatures shall have the same legal effect as handwritten signatures and that electronically signed documents shall be admissible in legal proceedings.
ONLINE ACCEPTANCE MECHANISMS: When Customer creates an account, places orders, or accepts quotes through Steadfast’s website, email, or online systems, Customer’s acceptance may be evidenced by: (i) clicking “I Accept,” “I Agree,” “Submit Order,” or similar acceptance buttons; (ii) checking boxes indicating agreement to these Terms; (iii) completing online forms that reference these Terms; or (iv) any other action that clearly manifests Customer’s intent to be bound. Prior to any such acceptance action, Customer will be provided with conspicuous notice of these Terms through hyperlinks, direct text, or document attachments. Customer acknowledges that such online acceptance mechanisms create binding contractual obligations equivalent to handwritten signatures.
Customer acknowledges that any of the following actions constitute acceptance of these Terms and create a binding Agreement: (i) clicking “I Accept,” “I Agree,” or similar acceptance buttons during account setup or ordering processes; (ii) responding “Agreed” or similar confirmations via email, text message, or messaging applications; (iii) providing payment in response to Communications; (iv) completing online account registration forms; (v) placing orders through Steadfast’s systems; (vi) submitting purchase orders; or (vii) continuing to conduct business with Steadfast after receiving these Terms.
Customer further acknowledges that Steadfast’s Terms may be provided through various methods including but not limited to: (a) attachment to Communications; (b) inclusion in account setup processes; (c) posting on Steadfast’s website; (d) delivery via email; (e) links provided in email signatures, invoices, or other communications; (f) text messages; or (g) messaging applications including but not limited to any other electronic communication or similar platforms. Customer agrees that reference to, links to, or attachment of terms and conditions documents (whether specifically naming Customer or in template form) are binding upon Customer regardless of the delivery method used.
Customer acknowledges that by checking the “I Agree to the Steadfast Worldwide, Inc. Terms and Conditions” box during account setup, Customer is electronically signing and agreeing to be bound by these Terms even if no separate signature document is executed. Customer further agrees that continued business relationship with Steadfast after receiving notice of these Terms (through any communication method) constitutes acceptance of these Terms.
Notices and Communications: All legal notices, service of process, demands, and formal communications to Steadfast must be sent to:
Steadfast Worldwide, Inc.
1950 W Corporate Way
PMB 19349
Anaheim, California 92801
Email: [email protected]
Phone: (949) 734-0351
Notices shall be deemed given when: (i) delivered personally; (ii) sent by confirmed email; (iii) sent by U.S. Mail, postage prepaid, certified or registered, return receipt requested; or (iv) sent by nationally recognized overnight courier service. Steadfast may update its address by providing written notice to Customer, and notices sent to Steadfast’s most recent address of record shall be deemed valid and effective.
26. DEDUCTIONS AND PAYMENT DISPUTES
(a) Documentation Requirements: Any deduction, chargeback, offset, short payment, or reduction in payment by Customer must be accompanied by detailed documentation including: (i) specific invoice numbers and line items affected; (ii) clear description of the alleged issue in plain language understandable to Steadfast; (iii) supporting documentation such as photos, inspection reports, or delivery receipts; and (iv) the specific dollar amount being deducted for each item. Internal reference numbers, codes, or abbreviated descriptions without context are not sufficient documentation. (b) Response Timeline: Customer must respond to Steadfast’s requests for deduction clarification within five (5) business days. Failure to provide adequate documentation or respond to clarification requests within this timeframe waives Customer’s right to any deduction, and Customer must immediately pay the full disputed amount plus a $250 administrative fee. (c) Dispute Resolution Process: All deductions must be disputed in writing before any payment reduction. Customer may not unilaterally deduct amounts from payments without Steadfast’s written consent. Unauthorized deductions will be treated as partial payment, subject to late fees and interest as outlined in Section 15. (d) Invalid Deductions: Steadfast reserves the right to reject deductions that lack proper documentation, are beyond applicable time limits set forth in this Agreement, or relate to issues that have been previously resolved. Rejected deductions must be paid in full within ten (10) days of notification.
27. SIGNATORY AUTHORITY AND CORPORATE RESPONSIBILITY
The individual signing this Agreement on behalf of Customer represents and warrants that: (a) Authority: The signatory has full legal authority to bind Customer to this Agreement and all future orders placed under these Terms; (b) Corporate Binding: Customer, whether a corporation, LLC, partnership, sole proprietorship, or other business entity, shall be fully liable and responsible for all payment obligations and performance under this Agreement; (c) No Personal Capacity: The signatory acknowledges they are signing in their representative capacity on behalf of Customer and that Customer (not the individual) is the party bound to this Agreement.
28. ACCEPTANCE DOCUMENTATION AND AUDIT TRAIL
Steadfast maintains electronic records documenting Customer’s acceptance of these Terms, which may include: (i) IP addresses and timestamps of electronic acceptances; (ii) user account information and login credentials; (iii) email communications and responses; (iv) signed documents and order confirmations; (v) payment records and deposit receipts; and (vi) any other evidence of Customer’s agreement to these Terms. Customer consents to Steadfast’s retention and use of such records as evidence of the parties’ agreement. These electronic records shall be admissible in any legal proceeding to the same extent as paper records under California Evidence Code §1561 and Federal Rules of Evidence Rule 902(13)-(14).
Steadfast Worldwide, Inc.
1950 W Corporate Way
PMB 19349
Anaheim, California 92801
Phone: (949) 734-0351
Email: [email protected]
Terms and Conditions Version 4.0
Effective Date: January 2, 2026
These Terms and Conditions cover Steadfast Worldwide, Inc. and all its subsidiaries and brands, including Steadfast Swag.