Terms & Conditions

1.Scope And Acceptance

These Terms and Conditions (“Terms”) apply to all Products offered or sold by Athera Merchandising LLP. They supersede conflicting provisions in any purchase order or other document from Buyer. These Terms are accepted by Buyer’s request that Athera begin performance, issuance of a PO, acceptance of an invoice without dispute within ten (10) days, or acceptance of delivery. No changes are binding unless in a writing signed by an authorized officer of Athera Merchandising LLP.

2.Orders

All orders are subject to availability and acceptance by Athera Merchandising LLP. Buyer may not modify or cancel an accepted order without Athera Merchandising LLP prior written consent. Athera Merchandising LLP may reject orders or limit quantities for any reason. Athera Merchandising LLP failure to object to any differing or additional terms in any communication from Buyer shall not be deemed a waiver or acceptance of those terms.

‍3.Price, taxes And Quotations

Prices are FOB stated origin unless a written quote provides otherwise (e.g. “landed” or “FOB destination”). For “landed” or “FOB” quotes, prices include estimated duties, tariffs, and freight to that specified point as of the quotation date but do not include onward shipment costs. Any new or increased tariffs, duties, taxes, or other government charges imposed after the quotation date shall be passed through to Buyer. Except as specifically stated, all present or future taxes, duties, or fees remain Buyer’s responsibility. Quotes are valid for fourteen (14) days unless otherwise stated and may be adjusted if Buyer changes specifications or quantities.

4.Payments Terms

Athera may require advance payment, payment on delivery, payment secured by irrevocable letter of credit, or a bank guarantee acceptable to Athera Merchandising LLP. All invoices are due upon receipt unless Buyer has a separate, written credit agreement with Athera Merchandising LLP. If credit terms apply, invoices shall be paid within the specified net period. All payments are in the agreed currency without offset or deduction. Buyer shall pay all costs of collection, including reasonable legal fees, for amounts not paid when due.

5.Late Charge

Any overdue balance shall accrue interest at 1.5% per month (18% per year) or the maximum rate permitted by applicable law, whichever is less, until paid in full.

6.Delivery And Shipment

Shipment dates are estimates only. Athera Merchandising LLP is not liable for delays. Buyer shall pay all shipping costs unless otherwise specified. Early or partial shipments are permitted and may be invoiced separately. Buyer must inspect Products upon receipt and notify Athera in writing of visible defects or shortages within seven (7) days; failing that, Buyer waives any right to reject or return. Unless otherwise expressly agreed in writing by both Athera and Buyer, delivery time is not of the essence.

7.Title And Risk Of Loss

Where permitted by law, risk of loss passes to Buyer upon delivery to a transport agent. Title remains with Athera until full payment of the invoice. Where retention of title is not enforceable, Buyer grants Athera Merchandising LLP a purchase-money security interest in the Products. If payment in full is not received in accordance with these Terms, Athera Merchandising LLP may in its sole discretion demand return of the products or payment.

8.Order Cancellation

Buyer’s Cancellation for Convenience: Buyer may cancel more than ninety (90) days prior to shipment but must pay for all completed items, in-process materials, vendor cancellation charges, plus a reasonable overhead margin.
Buyer’s Cancellation for Default: Buyer may cancel if Athera Merchandising LLP fails to deliver within thirty (30) days after written notice of default.
Athera Merchandising LLP Cancellation: Athera Merchandising LLP may cancel any unfilled order if Buyer is insolvent or otherwise unable to meet its obligations or if cancellation is permissible under these Terms.
Overruns/Underruns: For custom-branded Products, Athera Merchandising LLP may ship and invoice up to five percent (5%) more or less than the ordered quantity.

9.Limited Warranty

Except for custom Products, Athera Merchandising LLP warrants standard Products against defects in materials and workmanship for six (6) months from shipment under normal use. This warranty does not apply to any products which have been subject to misuse, neglect, accident, or modification or which have been soldered or altered such that they are not capable of being tested under normal test conditions. Athera shall make the final determination as to whether its products are defective. Buyer shall pass this warranty to any third-party purchaser of Athera Merchandising LLP products. For custom Products, Athera Merchandising LLP warrants only that they conform to agreed specifications. Buyer must notify Athera Merchandising LLP in writing of a defect within the warranty period; Athera Merchandising LLP may repair, replace, or credit defective Products at its option.
(i) Artwork Approval: Where Buyer provides artwork or logos, Buyer must approve proofs before production. Athera Merchandising LLP is not liable for errors in approved proofs.

10.Implied Warranties

The express warranty and remedies set forth herein are exclusive and made expressly in lieu of all other warranties, expressed, implied or otherwise, including warranties of merchantability and fitness for a particular purpose. Merchandising LLP does not assume or authorize any other person to assume for it any other liability in connection with its products.

11.Limitation Of Liability

Athera Merchandising LLP shall not be liable for any indirect, special, incidental, consequential or punitive damages, including but not limited to the cost of labor, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any Athera Merchandising LLP Athera product. If Athera Merchandising LLP has any liability for breach of contract, breach of any implied condition, warranty or representation, the aggregate liability of Athera Merchandising LLP to Buyer shall be limited to the price paid for the products that are the subject of the contract.

12.Remedies

Upon Cancellation for Athera Merchandising LLP Default: Buyer, as its sole remedy, may recover from Athera Merchandising LLP the difference between the cost of procurement from another source (cover) and the contract price, less expenses saved as a consequence of Athera Merchandising LLP breach. In no event shall these damages exceed ten percent (10%) of Athera’s product price multiplied by the number of products unconditionally ordered by Buyer which remain unshipped at the time of cancellation.
For Athera’s Breach of Warranty: Athera Merchandising LLP sole obligation for products failing to comply with the warranty shall be, at Athera Merchandising LLP option, to either repair, replace or issue credit for the nonconforming product where, within fourteen (14) days of the expiration of the warranty period:
1. 1. Athera Merchandising LLP has received written notice of any nonconformity
2. 2. After Athera Merchandising LLP written authorization, Buyer has returned the nonconforming product to Athera and
3. 3. Athera Merchandising LLP has determined that the product is nonconforming and that it is not the result of mistreatment or misuse.

13.Intellectual Property

(a) Indemnification for Infringement: Subject to the limitations below, Athera Merchandising LLP may defend any suit or proceeding brought against Buyer based on a claim that any product sold constitutes infringement of any intellectual property rights, provided Buyer promptly notifies Athera Merchandising LLP in writing and grants full control of the defense to Athera Merchandising LLP. Buyer must cooperate fullywill pay damages and costs required under applicable laws but shall not be responsible for any settlement witthout Athera Merchandising LLP its consent. Athera Merchandising LLP may, at its discretion, procure the right to use, or modify the product to become non-infringing. No indemnification shall apply where claims arise from compliance with Buyer’s instructions or use in combination with other products.
(b) Retention of Rights: Athera Merchandising LLP retains all intellectual property rights. Buyer gains no rights to any dies, molds, tooling, documentation, or patents used or produced in the course of manufacturing unless expressly agreed in writing.

14.Confidential Information

Unless required by law, neither party shall disclose or use the other’s confidential information without written consent.

15.Force Majeure

Athera Merchandising LLP shall not be liable for delay or failure in performance due to events beyond its reasonable control, including but not limited to natural disasters, war, labor disputes, shortages, fires, floods, pandemics, or government actions. Delivery timelines shall be extended by the duration of such delay.

16.Assignment

Athera Merchandising LLP may assign its rights under these Terms at any time. Buyer shall not assign its rights without Athera Merchandising LLP prior written consent.

17.Notices

Notices are deemed given if sent by prepaid mail, courier, or confirmed email to the last known address. Notices to Athera Merchandising LLP must be directed to its registered office.

18.Waiver

Failure to enforce any provision shall not be a waiver. No waiver is effective unless in writing and signed by Athera Merchandising LLP.

19.Severability

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

20.Governing Law

These Terms shall be governed by and construed under the laws applicable in the jurisdiction where Athera Merchandising LLP is registered or where the sale originated, excluding its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

21.Dispute Resolution

Any dispute arising out of these Terms shall be resolved through negotiation in good faith. If unresolved, the parties agree to submit to the jurisdiction of the competent courts of the location where Athera Merchandising LLP is registered.

22.Limitation Of Actions

Except for actions to collect unpaid invoices, no claim arising out of or related to the sale may be brought more than one (1) year after the cause of action accrues.

23.Legal Fees

The prevailing party in any dispute or enforcement proceeding shall be entitled to recover its reasonable legal fees and costs.

24.Buyer's Representation And Warranty

Buyer represents that it has read and understands these Terms, has had the opportunity to consult with legal counsel (or waives that right), and agrees that these Terms are fair and reasonable.