Decorations Terms & Conditions

These Terms & Conditions written on this corporate gifting portal (“Portal”) shall manage your use of this Portal. By submitting an application on this portal, you (the “Buyer”) attest that you agree to accept all terms, conditions and policies posted herein. You may not submit an application through this Portal if you disagree with any of these Terms and Conditions. Upon approval of your application, these Terms & Conditions shall form the agreement between the parties ("Agreement").

 

PRICING: All pricing will be provided by S’well upon each received purchase order from Buyer. All wholesale pricing is for domestic trade only and requires appropriate Tax Exemption Certificate and proof of Reseller status from the IRS.

 

ONLINE SALES: S’well does not allow Buyer to resell online, except with explicit written permission. This includes, but is not limited to, Amazon.com or any other online marketplace or website.

 

NEW ACCOUNTS: S’well reserves the right to approve or deny any corporate gifting order of S’well products. Minimum order is 32 Units. Products must be ordered in case quantities of four (4). New accounts will be opened at S’well's sole discretion.

 

BLANK ORDERS: S’well reserves the right to approve or deny any corporate gifting order of S’well products. Minimum order is 32 Units. Products must be ordered in case quantities of sixteen (16). New accounts will be opened at S’well’s sole discretion.

●        ORDER PROCESSING TIME: For orders in stock, processing time is 3-5 business days. Additional processing time will apply for items not in stock.

●        MODIFICATION OF PRODUCTS: Buyer shall not modify any S’well products in any way (including adding decals, logos, or artwork) without S’well’s prior written authorization. Any unauthorized modification may result in immediate termination of this Agreement. S’well will require the following:

○        All end customers must be pre-approved by S’well in writing prior to Buyer’s order being processed. Prior written confirmation can be via an electronic mail exchange through corporatesales@swell.com or a member of the S’well custom sales team.

○        Any logos and artwork that Buyer intends to use to decorate the products must be pre-approved by S’well in writing prior to Buyer’s order being processed. Prior written confirmation may be via an electronic mail exchange through corporatesales@swell.com a specific member of the S’well custom sales team.

○        All logos and artwork must comply with the S’well Brand Guidelines, as discussed above, and must be of such a nature that they would be approved by S’well’s custom sales team directly if S’well was doing the customization itself.

○        Buyer may not place any logo or artwork on the side of the S’well product showing the S’well logo. Buyer agrees that any logo or artwork will appear only on the side opposite the S’well logo.

○        Any unauthorized modification of S’well products by Buyer may result in termination of this Agreement.

 

CUSTOM ORDERS: S’well reserves the right to approve or deny any customization (which includes, but is not limited to, printed logos and etching) to S’well products (“Custom Products”), in accordance with the S’well Brand Guidelines. All custom orders are managed by S’well. For more information contact corporatesales@swell.com. Buyer represents and warrants that no vulgar, obscene, political speech, threatening, intimidating or harassing content is included in the submitted application. Minimum order is 32 Units. New accounts will be opened at S’well’s sole discretion.

●        ORDER PROCESSING TIME: Processing time is 2-3 weeks from date of approved proof or receipt of pre-payment, whichever is resolved later.

 

BUYER’S WARRANTIES: If applicable, Buyer represents and warrants that (i) it is the owner of, or otherwise has the right to use, any logo, design, artwork or any other material submitted to S’well with this custom order (“Buyer Content”); (ii) Buyer Content does not and will not contain content that Buyer has produced by infringing or encroaching upon any third party’s personal, contractual, or property rights, including without limitation, patent, trademark, copyright, trade dress, rights of privacy or publicity, or trade secret rights; (iii) and, any use of Buyer Content by S’well pursuant to this custom order, including but not limited to, reproductions of Buyer Content and affixation of Buyer Content to S’well products, does not and will not violate any third party’s personal, contractual, or property rights, including without limitation, patent, trademark, copyright, trade dress, rights of privacy or publicity, or trade secret rights.

 

BRAND GUIDELINES: S’well’s Brand Guidelines, incorporated into this Agreement by reference, must be adhered to for all customization and decoration of S’well products performed outside of S’well’s ordinary customization channel or by external customization partners. S’well reserves its rights, in its sole discretion, to approve or deny any customization performed external of S’well’s direct partners. Logos or artwork not permitted to be used in the customization of S’well products includes, but is not limited to, slogans, hashtags, political affiliations, religious affiliations, evidence of an unhealthy lifestyle, threatening or harassing language, contact information for companies such as email addresses, phone numbers and web addresses, and any other information that is counteractive to the Brand Guidelines.

 

PERMISSION TO ADVERTISE: For all custom orders approved by S’well, Buyer agrees that S’well has the right to use the Custom Products bearing Buyer’s name and/or logo to advertise and promote S’well’s custom products and decorating capabilities. S’well will not present images or sample products of Custom Products in a manner that states there is a continuing relationship or ongoing affiliation between S’well and Buyer.

 

INTERNATIONAL ORDERS: All international sales for resale are managed by S’well. For more information contact corporatesales@swell.com. U.S. retailers are strictly prohibited from distributing outside the U.S.

 

PAYMENT TYPE: Merchandise and applicable freight charges will be invoiced when order is processed. Full pre-payment by credit card is required to complete the order submitted to S’well. S’well requires pre-payment by credit card for Buyer’s first three (3) orders; for subsequent orders by Buyer, S’well may offer Buyer Net 30 terms, in S’well’s sole discretion and upon credit approval.

 

PAYMENT TERMS: S’well reserves the right to suspend or change credit terms if Buyer’s account becomes past due. Failure to pay invoices when due will make all subsequent invoices immediately due. Interest may accrue on late payments at 1.5% per month (or the maximum rate permitted by law). Buyer is also responsible for all collection costs, including attorney’s fees.

 

SHIPPING & RISK OF LOSS: U.S. orders ship via UPS Ground (FOB S’well’s warehouse). Risk of loss transfers to Buyer upon delivery to the carrier. Freight charges apply and will be invoiced. Buyer must file any claims for transit damage directly with the carrier, with prompt notice to S’well.

 

DAMAGE CLAIMS: If Buyer has received a defective S’well product, please contact corporatesales@swell.com within fourteen (14) days of receipt of the product. In Buyer’s damage report, include Buyer’s reference number and pictures of the alleged damage so our team can properly assess the claim. Failure to make a claim within the stated time constitutes acceptance of the goods as is. Any damage to a product that has product alterations that were performed by any party other than by S’well directly prevents S’well from processing the claim and providing any guarantee of the product’s warranty.

 

INTELLECTUAL PROPERTY: Buyer agrees that it will not manufacture, purchase, distribute, advertise, promote, display, offer for sale, or sell any product that is an imitation or counterfeit of, or is otherwise confusingly similar to, any S’well product while Buyer maintains an active account with S’well or otherwise advertises, promotes, offers for sale, or sells S’well products. Buyer agrees that it will not purchase S’well products from any source other than from S’well.

 

RELATIONSHIP OF THE PARTIES: No agency, partnership, joint venture, or employment relationship is created as a result of this transaction and/or Buyer's acceptance of this Agreement and neither party has any authority of any kind to bind the other in any respect.

 

FALSE ASSOCIATION: Buyer agrees not to promote, display, or otherwise use any S'well products in any way which would create or imply an association between S'well and Buyer or any other company, entity, individual, cause or campaign, or otherwise imply that S'well sponsors, approves of, or is somehow connected to Buyer or any other company, entity, individual, cause or campaign, including but not limited to, social media posts, website displays, or any advertising/marketing materials.

 

PURPOSE FOR USE: Buyer represents that its stated “purpose for use” as communicated to S’well for this order is truthful and accurate, and Buyer agrees that it will not use any S'well products obtained through this order for any other purpose without express written permission from S'well, including but not limited to, unauthorized reselling. Buyer may not resell S’well products to any third party reseller, distributor or discount company. Buyer accurately represents that if they are purchasing the S’well products for a client of Buyer’s, that Buyer has adequate authority to purchase such products on their client’s behalf. Buyer may not purchase these S’well products to be sold as a gift with another product of Buyer’s or Buyer’s client. S’well has the option of investigating such a purpose for use provided by Buyer to ensure S’well products remain in authorized channels of sale and trade without seeking permission from Buyer. S’well is not obligated to provide Buyer with its investigative conclusions.

 

MODIFICATION OF PRODUCTS: Buyer agrees that it will not modify the S'well products in any way, including, without limitation, by adding decals, logos, artwork, or other decorations. In the event Buyer obtains written authorization from S’well to resell the S'well products, Buyer will ensure that they are resold in their original packaging. Any unauthorized modification of S’well products by Buyer may result in termination of this Agreement.

 

BUYER INDEMNIFICATION: Buyer agrees to indemnify, defend, and hold harmless S’well from any and all claims, losses, liabilities, damages, and expenses (including reasonable attorney’s fees) arising out of (i) any breach of Buyer’s warranties, (ii) any use of Buyer Content that infringes or violates third-party rights, or (iii) any resale, modification, or misuse of S’well products.

 

ASSIGNMENT: Buyer shall not assign any of its rights, interests, duties, obligations, remedies or work in progress associated with this Agreement without prior written approval from S’well and any attempted assignment without S’well’s approval shall be void ab initio. Without limiting any other right, S’well may assign its rights and obligations under this Agreement to an affiliated company, and in connection therewith may modify the terms hereof to comply with the laws of the jurisdiction, and Buyer shall not unreasonably withhold, delay or condition its consent to any such modifications.

 

GOVERNING LAW & VENUE: This Agreement shall be governed by the laws of the State of New York, without regard to conflict-of-law principles. Any disputes shall be brought exclusively in the state or federal courts located in New York, New York.

 

NO WAIVER: No verbal statements, actions, omissions or course of conduct by S’well shall be construed as a waiver by S’well of any right or remedy under law, in equity or under this Agreement.

 

COMPLETE AGREEMENT: This Agreement (including any schedules hereto, and all purchase orders delivered and accepted pursuant hereto and any written amendments executed by the parties to this Agreement) constitutes the entire agreement of the parties concerning Buyer’s purchases of products from S’well and supersedes all prior agreements, arrangements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof. No order, purchase order, sales or similar form issued by Buyer, nor any document that is not provided by S’well will be applicable to or alter any sales pursuant to this Agreement and only the terms of this Agreement shall govern such sales.

 

AUTHORITY AND COUNTERPARTS: Each party represents that the individual executing this Agreement on its behalf is properly authorized to do so and each party is satisfied with the other party’s representation. This Agreement may be executed in one or more counterparts, each of which constitutes an original, and all of which, collectively, constitute one in the same agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by electronic transmission (such as PDF format) shall be treated as constituting an original for all purposes. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. All orders are subject to the acceptance of S’well. S’well products may only be sold at authorized locations approved in writing by S’well. S’well products may only be sold to ultimate end-consumers but not third party distributors, unauthorized retail dealers or unauthorized locations. The business relationship between S’well and Buyer is "AT WILL"; that is, S’well is free at any time to choose those with whom it wishes to deal. Moreover, S’well has the right at any time to terminate the relationship for any reason whatsoever.

 

LIMITATION OF LIABILITY: To the fullest extent permitted by law, S’well shall not be liable for any indirect, incidental, or consequential damages. S’well’s total liability shall not exceed the amount paid by Buyer for the order giving rise to the claim.

 

FORCE MAJEURE: S’well shall not be liable for delays or nonperformance caused by events beyond its reasonable control, including, but not limited to, natural disasters, supply chain disruptions, labor strikes, or government actions.

 

SEVERABILITY: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

NOTICES: All legal notices shall be delivered in writing to the addresses specified by the parties, with email notices deemed sufficient if confirmed by receipt.