Terms & Conditions

 

TERMS & CONDITIONS

All purchases and sales are expressly conditioned upon the Buyer’s assent to these Terms and Conditions. These Terms and Conditions (also referred to as ‘Terms of Service’) shall govern exclusively and supersede any conflicting or additional terms contained in any purchase order, acknowledgment, or other communication from Buyer, unless expressly agreed to in writing by an authorized officer of Labdip Inc. Buyer shall be deemed to have accepted these Terms and Conditions by executing them electronically or in writing, by placing an order, or by accepting delivery of goods. The Parties’ rights and obligations shall be governed solely by these Terms and Conditions. Buyer acknowledges and agrees that these Terms and Conditions include important provisions regarding limitation of liability, waivers, indemnification, and other material terms.

 

GARMENT DISCLAIMERS

Labdip Inc. garments are produced with natural fibers. While Labdip Inc. strives to manufacture each garment as close to its target specifications as possible, natural variations in weight, texture, shade, and finish are inherent to the production process and shall not be deemed defects. Such variances are expected and acceptable within industry tolerances. Labdip Inc. makes no guarantee or warranty of absolute uniformity, and Buyer expressly waives and releases any and all claims, disputes, returns, chargebacks, or remedies relating to garment variations attributable to natural fiber characteristics or standard production tolerances.

 

RESELLING BLANKS

Labdip Inc. garments may not be resold in blank form under any circumstances without Labdip Inc.’s prior written approval. Buyer is required to materially customize all blank garments through printing, dyeing, embroidery, or other embellishment prior to resale; a mere label change does not constitute sufficient modification. Unauthorized resale of blank garments is a material breach of these Terms and Conditions. Any Buyer engaged in such activity shall have its wholesale privileges permanently revoked and may be subject to immediate termination of its account, cancellation of pending orders, and denial of future business with Labdip Inc., in addition to any other remedies available to Labdip Inc. at law or in equity.

 

IMPERFECTIONS AND DAMAGES

Buyer must inspect all goods immediately upon delivery. Any claims of defect, imperfection, shortage, or damage must be submitted in writing via email to info@labdip.la within five (5) calendar days of delivery. Buyer expressly agrees that this five-day period is a reasonable and sufficient time for inspection and notice of claims. Failure to provide timely written notice shall constitute Buyer’s unconditional acceptance of the goods and a full waiver of any and all rights to reject, return, or dispute the goods. For clarity, natural variations, dye or color characteristics, shade tolerances, fiber inconsistencies, texture differences, or any other attributes expressly disclaimed elsewhere in these Terms and Conditions shall not be considered defects, imperfections, or damages. Any remedy for defective goods shall be handled on a case-by-case basis at Labdip Inc.’s sole discretion. Remedies may include replacement, credit, or refund, but Labdip Inc. shall not be obligated to provide any specific remedy.

 

FINAL SALE

ALL SALES ARE FINAL UPON ORDER CONFIRMATION. Orders may not be canceled, returned, or exchanged, except for verifiable defects or errors solely attributable to Labdip Inc. Any such claims must be submitted in writing within five (5) calendar days of delivery. After this period, all goods shall be deemed fully accepted, and no further claims will be honored.

 

PICK-UP & DELIVERY

Labdip Inc. will ship goods as specified by the Buyer. All freight claims for missing or damaged goods must be filed directly with the carrier. Buyer pick-up service is available from 10:30am to 3:30 pm PST, Monday through Friday. Please schedule ahead to confirm your order is ready to be picked up or for a pick-up time.

 

SHIPPING DISCLAIMER

While Labdip Inc. always strives to ship as quickly as possible, garment manufacturing is a human process with many moving parts. Shipping estimates are provided at the time of order placement, but may be subject to delays from unforeseen circumstances. In such cases, we will notify the Buyer as soon as possible; however, orders already in process may not be canceled. Unless otherwise agreed in writing, all goods are sold on an EXW (Ex Works) basis, meaning the Buyer is responsible for all costs and risk once the goods leave Labdip Inc.’s facility in Los Angeles. If Labdip Inc. arranges shipping on the Buyer’s behalf, it is provided as a convenience only, and all risk of loss, delay, or damage during transit remains with the Buyer. Buyers with specific delivery deadlines may be required to pay expedited shipping or rush production fees.

 

OVER/UNDER POLICY FOR GARMENT DYE

Labdip Inc. does not manufacture additional units by default. Buyer will be invoiced based on the quantity ordered, not the quantity remaining after the dye process. If Buyer requires guaranteed fulfillment of exact quantities per size, Buyer must request overage production in writing at the time of order placement. Upon such request, Labdip Inc. may produce additional units to account for fallout in the dye process, and any such units may be invoiced to Buyer at the agreed garment price.

In the absence of an overage request, fallout in the dye process may result in substitutions of other sizes or, as a last resort, short shipment. Such substitutions or short shipments shall not be deemed a defect, non-conformity, or breach of contract. If Buyer requires exact size fulfillment without substitution or short shipment, Buyer is solely responsible for ordering additional buffer units in advance.

 

COLOR PRODUCTION SAMPLE (LAB DIPS)

If dyeing to a custom color, Buyer may request a “lab dip” sample to approximate a Pantone shade. A fee of $65 per color and fabric will apply. A lab dip is intended only as a guide and not a guarantee of exact shade reproduction. Even with an approved lab dip, final bulk production may vary within the applicable tolerances set forth in the Color Shading Tolerance provisions of these Terms and Conditions.

If Buyer elects not to order a lab dip, the dye house will attempt to match the desired Pantone shade by eye. Buyer acknowledges and accepts that the resulting dye formula may vary from the target Pantone shade by approximately 10–15%, which is inherent to the color-matching process and shall not be deemed a defect. This variance applies to the initial formula stage only; bulk production shade differences remain subject to the tolerances defined in the Color Shading Tolerance provisions.

 

COLOR SHADING TOLERANCE

There is a shading variance tolerance on all orders. All color shade variances within the listed tolerance range shall be deemed first quality garment-dyed product and shall not constitute a defect, non-conformity, or breach of contract. No returns, credits, or chargebacks will be accepted for garments that fall within the applicable tolerance ranges.

Reactive and Direct Dye: Up to 6% shade variance. For purple shades, up to 20% variance is acceptable.

Pigment and Neon Dye: Up to 10% shade variance.

Hand Treatments: Treatments such as aging, tie-dye, PP spray, pigment spray, distressing, sanding, dip dyes, and similar processes are performed individually by hand. Each garment will naturally vary and may contain imperfections. Such inconsistencies are inherent to the process and shall be deemed first quality garments and not defects.

 

COLOR FASTING

All garment dye treatments inherently involve shade variation, fading, and dye bleeding. Buyer expressly acknowledges and accepts these characteristics as intrinsic to the garment dye process and not defects. Labdip Inc. provides no guarantee or warranty of colorfastness, shade consistency, or resistance to fading or bleeding under any circumstance. Buyer expressly waives and releases any and all claims, disputes, returns, chargebacks, or remedies against Labdip Inc. relating to color variation, fading, bleeding, or dye transfer. Buyer assumes full responsibility for communicating care requirements to end customers and addressing all related claims.

Pigment Dye: Pigment dyeing naturally results in loose surface pigments and may cause bleeding, fading, staining, or color transfer. These effects are expected and shall not be deemed defects. Labdip Inc. makes no guarantee or warranty regarding pigment dye fastness, shade consistency, or resistance to fading or transfer. Buyer expressly waives and releases any and all claims, disputes, returns, chargebacks, or remedies against Labdip Inc. relating to pigment dye characteristics. Buyer assumes full and sole responsibility for communicating these characteristics and care requirements to end customers and for handling any resulting complaints or claims.

Specialty Dye: Specialty dye and chemical wash processes (including but not limited to treatments outside of Reactive and Direct dyeing) inherently create natural and unique variations in shade, texture, and distress. Such variations are intentional and shall not be considered defects under any circumstances. Labdip Inc. provides no guarantee or warranty regarding shade consistency, texture uniformity, or resistance to fading, bleeding, or transfer. Buyer expressly waives and releases any and all claims, disputes, returns, chargebacks, or remedies against Labdip Inc. relating to specialty dye or wash characteristics. Buyer assumes full responsibility for communicating these inherent qualities and care requirements to end customers, and for resolving any customer complaints or claims arising therefrom.

 

COLOR VARIANCE

Buyer acknowledges that actual product colors may differ from those displayed on monitors, screens, or digital devices due to variations in settings and display technologies. Buyer further acknowledges that sample (fabric/garment) colors and bulk production colors may vary within industry-standard or Labdip Inc.’s specified shade tolerance ranges. Such variances are inherent to the manufacturing process and shall not be deemed defects. Buyer expressly waives and releases any and all claims, disputes, returns, chargebacks, or remedies against Labdip Inc. relating to digital-to-physical color differences or permissible shade variances between samples and bulk orders.

 

PRINT & EMBROIDERY ARTWORK ERRORS

All printed and embroidered goods are final sale. Buyer is solely responsible for supplying print- and embroidery-ready artwork at the correct size, resolution, and format. Labdip Inc. shall bear no responsibility or liability for errors, omissions, or defects in Buyer-supplied art files. Buyer expressly waives and releases any and all claims, disputes, returns, chargebacks, or remedies against Labdip Inc. arising from artwork errors, including but not limited to issues with typefaces, colors, scaling, or placement.

Any artwork review by Labdip Inc. is a courtesy only and does not create any obligation or warranty. Buyer acknowledges and accepts that misprints and defects may occur and that a 1–3% allowance is industry standard. Such allowance shall not be deemed a defect or non-conformity. Ordering additional units per size is solely Buyer’s responsibility.

Labdip Inc. shall have no liability of any kind for misprints or defects in Buyer-supplied garments, textiles, or third-party blanks.

 

BUYER-SUPPLIED GOODS / THIRD-PARTY BLANKS

Buyer acknowledges and agrees that any garments, textiles, or blanks supplied by Buyer or sourced from third-party suppliers are accepted by Buyer “AS IS, WITH ALL FAULTS,” and Labdip Inc. shall have no liability for any defects, flaws, or nonconformities in such goods. Buyer further agrees that Labdip Inc. makes no warranties, express or implied, including without limitation the implied warranties of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, or non-infringement, with respect to such goods. Buyer is solely responsible for inspecting and approving all Buyer-supplied or third-party-sourced blanks prior to any decoration, processing, or production by Labdip Inc., and assumes all risks associated therewith.

 

PRICING

Prices are in U.S. dollars, and Ex-Factory/EXW warehouse, unless otherwise stated. All prices are subject to change without notice. All orders will be shipped at prices prevailing at the time the order was confirmed. Any price disputes should be provided to Labdip Inc. in writing within 5 days of the invoice date. Buyer expressly agrees that this period is reasonable. Any disputes and claims brought after 5 days regarding price shall be deemed time barred and waived.

 

INDEMNIFICATION

BUYER SHALL DEFEND, REIMBURSE, INDEMNIFY, AND HOLD HARMLESS LABDIP INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SELLER PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING FROM, RELATED TO, OR IN ANY WAY CONNECTED WITH: (I) BUYER’S BREACH OF THESE TERMS OR ANY DOCUMENT INCORPORATED BY REFERENCE; (II) BUYER’S VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION; OR (III) BUYER’S NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT. BUYER’S DUTY TO DEFEND, REIMBURSE, INDEMNIFY, AND HOLD THE SELLER PARTIES HARMLESS SHALL INCLUDE, AS TO ALL CLAIMS, DEMANDS, LOSSES, AND LIABILITIES TO WHICH IT APPLIES, LABDIP INC.’S PERSONNEL-RELATED COSTS, REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND ALL OTHER CLAIM-RELATED EXPENSES.

 

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES SHALL LABDIP INC. BE LIABLE TO THE BUYER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF LABDIP INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This is a comprehensive limitation of Labdip Inc.’s liability that applies to all losses and damages of any kind, provided that nothing in this these Terms and Conditions shall be deemed to waive any liability or any implied warranty that is non-waiveable as a matter of law.

 

WARRANTY DISCLAIMER

The garments are provided on an “AS IS, WITH ALL FAULTS.” LABDIP INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY OTHER WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Buyer is solely responsible for determining the appropriate use of the garments.

 

FORCE MAJEURE

Labdip Inc. shall not be liable for any failure or delay in delivery or in its performance under these Terms and Conditions or otherwise due to any cause beyond Labdip Inc.’s reasonable control, including, without limitation, any act of war or civil insurrection, national emergencies, acts of God, fire, explosion, storm, earthquake, flood, pandemic, embargo, riots, sabotage, industry-wide strikes, lockouts, labor difficulties, supplier failures, unavailability or shortages of materials, or governmental acts (collectively, “Force Majeure”). Where any product scheduled for delivery becomes unavailable as a result of a Force Majeure event, Labdip Inc. may, at its sole discretion, substitute such product with a comparable product, delay delivery until performance becomes possible, or cancel such order without liability of any kind to Buyer.

 

CHOICE OF LAW - JURISDICTION

These Terms and Conditions, and the relationship between the Parties, shall be governed by the laws of the State of California. All disputes, suits, actions, or proceedings arising out of or relating to the Parties’ relationship shall be brought exclusively in the state or federal courts located in Los Angeles, California. Each Party consents to the exclusive jurisdiction and venue of such courts and waives any defense of forum non conveniens.

 

SEVERABILITY

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible so as to effect the parties’ original intent, and the remaining provisions shall remain in full force and effect.

 

NON-WAIVER

Failure by Labdip Inc. to insist upon strict performance of any terms or conditions stated herein shall not be considered a continuing waiver of such terms and conditions or any of Labdip Inc.’s rights hereunder. No express waiver shall affect any provision other than that to which the waiver is expressly applicable and only for that occurrence.

 

TERMINATION / SUSPENSION

Labdip Inc. may, at its sole discretion, terminate, suspend, or refuse performance under this Agreement, in whole or in part, at any time, with or without cause, upon written notice to Buyer. In the event of termination:

  1. Buyer remains liable for all goods delivered prior to termination.

  2. Buyer remains liable for all goods in production or completed at the time of termination and must pay in full for such goods.

  3. If Buyer prepaid for goods that Labdip Inc. has not yet begun production on, such prepaid amounts will be refunded, less any costs already incurred by Labdip Inc. in reliance on the order.

  4. No other refunds, credits, or damages will be owed to Buyer under any circumstances.

 

ENTIRE AGREEMENT

These Terms and Conditions, the documents issued herewith, and the accompanying specifications, purchase orders, invoices, and Master Services Agreement or Vendor Agreement, if any, constitute the entire agreement between Labdip Inc. and the Buyer and no prior or contemporaneous written or oral agreement exists now which can be deemed to alter the provisions hereof. If there is a conflict between any of the documents constituting this agreement, these Terms and Conditions will control. Labdip Inc.’s dealings with the Buyer or silence in response to any different or inconsistent terms and conditions offered by the Buyer shall not be deemed acceptance of those different terms. Buyer agrees that Labdip Inc. is not bound by any representation, promise, condition, inducement or warranty, express or implied, not included in the above.

 

ACCEPTANCE OF TERMS

By signing this document, submitting any purchase order, confirming an order, or otherwise engaging in any transaction with Labdip Inc., Buyer expressly acknowledges that they have read, understood, and unconditionally accepted all terms and conditions contained herein, regardless of whether a signature is provided. All orders placed with Labdip Inc. shall automatically constitute binding acceptance of these Terms and Conditions in full. Signatures, when provided, must be by an authorized Officer, Partner, and/or Owner of the Business.