Terms of Service

1. Trade-Only Eligibility

Trade Only Embroidery is a wholesale contract embroiderer. We provide embroidery only to trade resellers — promotional products distributors, screen printers, other embroiderers, uniform and workwear dealers, and other businesses that resell decorated goods to their own customers.

By using our services you represent that:

• You are a business buying for resale, not an end consumer.
• You are the seller of record to your own customers. We have no contract with, and no responsibility to, your customers.
• You will provide a valid resale or tax-exemption certificate where required, and you are responsible for collecting and remitting any sales or use tax owed on your resale.

We may decline, suspend, or close any account that does not meet these requirements, at our discretion.

2. Definitions

• Goods — blanks, garments, caps, bags, and any other items we embroider or otherwise process for you, including items you supply.
• Services — embroidery, digitizing, and related services.
• Order — a request for Services you submit through the portal, by email, or by purchase order, and that we accept.
• Proof — a written, sewn, or digital mock-up of the embroidery for your approval.
• Digitizing — the conversion of your artwork into a machine-readable embroidery file.

3. Accounts and the Trade Portal

To order, you may need a trade account and portal login. You agree to provide accurate, current information and to keep it up to date. You are responsible for all activity under your login and for keeping your credentials secure. Notify us promptly of any unauthorized use. We may approve, decline, or set the terms of any account at our discretion.

4. Quotes, Pricing, and Minimums

Pricing follows our then-current published embroidery price list unless we give you a written quote. Quotes may be revised for changes in quantity, artwork, garment selection, stitch count, or scope.

Digitizing and setup fees, minimum order charges, and rush fees apply as stated in our price list or quote. Prices are exclusive of shipping and any applicable taxes. We may update pricing at any time; changes do not affect Orders we have already accepted.

5. Orders, Changes, and Cancellations

An Order is binding once we accept it (by entering the "In Production" phase). You are responsible for the accuracy of everything you submit — quantities, sizes, garment styles and colors, thread colors, placement, and artwork.

Requests to change or cancel an Order must be in writing. Once digitizing, ordering of blanks, or sewing has begun, changes and cancellations may not be possible, and you remain responsible for work performed, materials and blanks purchased, and any non-recoverable costs incurred up to that point.

6. Artwork, Digitizing, and Proofs

You are responsible for supplying usable, production-ready artwork. We are not responsible for the quality of embroidery that results from low-resolution, incomplete, or unsuitable artwork.

Proof approval is required before production. Once you approve a proof, you accept it as-is, including spelling, layout, sizing, placement, thread colors, and garment selection. We are not liable for errors contained in a proof you approved. We do not edit client supplied DST files. If you waive proofing to save time, you accept the associated risk and release us from claims that a proof would have caught.

7. Intellectual Property in Your Artwork

You represent and warrant that you own, or are licensed to use, all trademarks, logos, copyrighted material, names, and other content in the artwork you submit, and that our reproduction of it in embroidery will not infringe any third party's rights.

By submitting artwork, you grant us a limited license to reproduce it solely to fulfill your Order. You are solely responsible for confirming that you and your customer hold the rights to any branded, licensed, or trademarked artwork (for example, third-party brand logos or licensed properties). We are entitled to rely on your representation and are not required to investigate the rights behind the artwork you send.

8. Customer-Supplied Goods

You may supply your own blanks for embroidery, subject to the following:

• Goods must be new, clean, and embroidery-ready. We may decline items that are unsuitable, defective, or that pose a risk to our equipment.
• We are not responsible for defects in, or the color, sizing, quality, or performance of, Goods you supply. Embroidery does not cure defects in the underlying garment.
• Embroidery carries an inherent risk of spoilage. We are not responsible for normal spoilage of customer-supplied Goods up to the greater of 3% of the order quantity or one piece per design. Where spoilage exceeds that allowance due to our error, our sole responsibility is to re-sew replacement pieces you supply, or to credit the embroidery charge for the affected pieces.
• We do not count, inspect for defects, or verify the sizes and quantities of supplied Goods beyond what is reasonably necessary to run the Order.

9. Production Tolerances and Quality

Embroidery is a manufacturing process with normal, acceptable variation. The following are not defects:

• Minor differences in thread color, including differences between a digital or screen preview and the finished sewn product.
• Slight variation in stitch density, digitizing interpretation, registration, and placement within standard tolerances.
• Variation inherent to different garment fabrics, textures, and dye lots, and the way a design sews out on different materials.

We embroider to commercially reasonable industry standards.

10. Turnaround, Shipping, and Blind Fulfillment

Turnaround times are estimates that begin once we have (a) your approved proof and (b) all Goods, artwork, and payment or credit approval needed to produce the Order. Rush service is available for a fee when capacity allows.

Unless we agree otherwise, delivery is FOB our facility: title and risk of loss pass to you when the Goods are handed to the carrier. We are not responsible for carrier delays, loss, or damage in transit; freight claims are between you and the carrier. We offer blind shipping and will omit our branding from the packing slip and label. Your client should never know we exist.

11. Inspection, Claims, and Remedies

Inspect all Goods promptly on receipt. Any claim for shortage, defect, or non-conformity must be made in writing within seven (7) days of your receipt of the Order, with photos and the affected pieces made available for our review. Goods not timely rejected are deemed accepted.

For any valid claim, our entire liability, and your exclusive remedy, is — at our option — to re-sew the affected work or to credit the amount invoiced for the affected pieces. We do not issue refunds or credits for Goods that have been washed, worn, altered, or further processed after leaving our facility.

12. Payment, Late Charges, and Non-Payment

Orders are payable in advance unless we have approved you for credit terms, in which case terms are Net 15/30 days from invoice date (or as stated on your account). Amounts exceeding your approved credit limit, and orders placed before approval, are due in advance.

• Past-due balances accrue a service charge of 10% per month, or the maximum rate allowed by Florida law if lower.
• A $35 fee applies to any returned or dishonored payment.
• We may withhold delivery, hold Goods, suspend the account, and stop work on any open Order while your account is past due.
• We retain title to Goods until paid in full, a possessory lien on your Goods in our possession, and a security interest in the Goods and their proceeds as set out in your Credit Application. You agree to pay our costs of collection, including reasonable attorneys' fees.

13. Confidentiality and the Blind Relationship

We take the trade-only relationship seriously. We treat your customer lists, order details, and business information as confidential, and we do not knowingly solicit or sell directly to your customers. You likewise agree to keep our non-public pricing and processes confidential. This section survives termination of your account.

14. Our Intellectual Property

Our website, trade portal, pricing structures, content, and branding are our property or licensed to us, and are protected by law. Nothing in these Terms gives you any right to use our name, logo, or materials except to identify us as your contract embroiderer where permitted.

15. Disclaimers and Limitation of Liability

Except for the express remedy in Section 11, our Services are provided "as is," and we disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose, to the fullest extent allowed by law.

To the fullest extent permitted by law, our total liability for any Order will not exceed the amount you paid us for that Order, and we will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost sales, or your customers' claims, even if advised of the possibility.

16. Indemnification

You agree to defend, indemnify, and hold harmless Trade Only Embroidery and TRADE ONLY EMBROIDERY LLC, and their owners and employees, from any claim, loss, damage, or expense (including reasonable attorneys' fees) arising out of: (a) your artwork or any intellectual-property claim relating to it; (b) Goods you supply; (c) your resale of the Goods and any claim by your customers; or (d) your breach of these Terms.

17. Force Majeure

We are not liable for any delay or failure caused by events beyond our reasonable control, including equipment failure, supply-chain or blank-goods shortages, labor disruptions, carrier failures, utility or network outages, fire, weather, or acts of government.

18. Suspension and Termination

We may suspend or close your account, and decline or stop any Order, if you breach these Terms, become past due, misuse the portal, or no longer qualify as a trade reseller. Amounts you owe remain due, and Sections that by their nature should survive (including payment, confidentiality, IP, disclaimers, limitation of liability, and indemnification) survive termination.

19. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. You consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida for any dispute arising out of these Terms or our Services. The prevailing party in any dispute is entitled to recover its reasonable attorneys' fees and costs.

20. Changes to These Terms

We may update these Terms from time to time. The current version will be posted with its effective date, and your continued use of our services after an update means you accept the revised Terms.

21. General

These Terms, together with any signed Credit Application and accepted quotes or order confirmations, are the entire agreement between us and supersede prior understandings on their subject matter. If any provision is held unenforceable, the rest remains in effect. You may not assign your account or Orders without our written consent; we may assign ours. Our failure to enforce any provision is not a waiver. Notices to us may be sent to the contact below.