Merchant Agreement
These Terms of Service, together with the Sign-Up Sheet, signing of privacy agreements and order contracts exhibits hereto (the “Agreement”) between PortalPrints and Merchant is effective as of the date you agree to partner with PortalPrints.
1. PREAMBLE. PortalPrints provides a suite of products, services, and technology solutions to enable merchants to grow their businesses, including online marketplace(s), manufacturing solutions, packaging solutions and delivery solutions, and warehousing, among others. Merchants are stores, and/or businesses that sell products to consumers. PortalPrints and Merchant wish to enter into a partnership pursuant to the terms set forth in this Agreement. This Agreement applies to all Merchant Stores owned or operated by Merchant, unless excluded in an attached exhibit or mutually agreed in writing.
2. OPERATING PROCEDURES.
2.1. PortalPrints Responsibilities. PortalPrints will perform the obligations listed below.
Optimize Merchant files and models for additive manufacturing
This will include printing prototypes to test designs and their suitability for mass production through the medium of additive manufacturing.
PortalPrints has the right to reject any product, product design, or service request.
Set appropriate quality standards
PortalPrints is responsible for setting quality standards within its network of operators to ensure products supplied in batches to the Merchant or individual products to the end customer are within a reasonable standard of quality agreed to before mass production.
Manufacture Products
PortalPrints will utilize its owned and operated 3D printers and the service of independent contractors(Operators) to manufacture the designs provided by the Merchant and fulfill customer orders.
Within the manufacturing process will include post processing. Post processing are actions after printing such as removing supports, light sanding, and destringing. What post processing does not include is up to the discretion of PortalPrints.
Packaging
PortalPrints and its Operators will package the Merchants products securely to a reasonable extent. PortalPrints will take reasonable actions to ensure the products are packaged securely for shipping. PortalPrints will attempt to meet the Merchants needs for aesthetic packaging however the final packaging decision is at the discretion of PortalPrints.
Shipping
PortalPrints and its Operators will deliver the package to the post office. The shipping labels, customs invoices, and any other shipping items must be provided beforehand.
2.2. Merchant Responsibilities.
Product Design
Merchants must provide PortalPrints with useable designs.
Merchants will be consulted to agree on what is considered the standard quality of each design. This standard will be presented in a reasonable method for each design and may include images, a description of functionality, and a list of measurements. This standard is what will be referenced if there are any disputes regarding quality.
Payment
Payment will be collected prior to the manufacturing of a good. The Merchant can ask for a payment schedule for large orders or batch orders. For example, orders that exceed $1,000 can be paid for in an upfront payment before production and a final payment when the product is either given to the Merchant or handed to the post office.
Shipping: The Merchant will pay for all shipping services regarding their products unless otherwise agreed.
The Merchant can provide the shipping items such as shipping labels, customs invoices, packing lists, etc.
The Merchant can have PortalPrints procure and provide the shipping items such as shipping labels, customs invoices, packing lists, etc. Even in this case, the Merchant must pay for or reimburse the costs of shipping.
2.3. Product Quality. The standard of product quality will be agreed to before mass manufacturing takes place. All products will be measured according to the images, measurements, and functionality (the “Standard”) agreed to before manufacturing occurs. As long as the products are reasonably within the standard, the product will be considered acceptable. It is then up to the Merchant to be accountable for any issues that may come up due to the standard of the product.
2.4. Shipping. PortalPrints may use UPS, USPS, Canada Post, and other available postal services to deliver a Merchant's product. The use of the postal service is at the discretion of PortalPrints. Therefore, PortalPrints will attempt to deliver a Merchant's product to all possible countries. Once a product has been handed to the postal service, the product is not the responsibility of PortalPrints.
2.5. Modifications. PortalPrints reserves the right, at its sole discretion, to change, suspend, or discontinue any PortalPrints Product (including the availability of any feature or content). Merchant shall not order or include any Merchant Products or Locations that subject PortalPrints to undue regulatory risk, health and safety risk, or other liability. Any such Merchant Products or agreements are subject to removal or cancellation by PortalPrints.
2.6. Redelivery.
Orders requiring redelivery due to Merchant’s error, including Merchant Personnel providing an incorrect or incomplete Order to the Operator, are subject to Fees as an additional delivery.
Errors made by Operators in quality or packaging will be reprinted and redelivered by PortalPrints at PortalPrints cost, within reason.
Redelivery is only required when the product or packaging does not meet the standards agreed to before manufacturing products.
2.6.a Dispute Procedure
PortalPrints will manufacture the designs of Merchant to an agreed-upon standard quality. PortalPrints will also package and ship products to the Merchant's customer. The shipping costs and any related costs such as customs invoice, packing list, and international brokerage fees shall be paid for by the Merchant.
PortalPrints is responsible for maintaining quality within its network and ensuring that products shipped reasonably meet the expected and agreed-upon standard.
In the event of a dispute due to concerns such as quality or otherwise, the matter will be handled with this procedure.
PortalPrints will reprint, repackage and resend the product in these cases:
The quality issue is due to an error made by PortalPrints or one of its operators during printing, post-processing, packaging or delivery to the post office.
A product does not meet agreed-upon quality standards.
Merchants must reimburse and refund in these cases:
If the quality concerns occur during shipping or due to the customer's fault, then PortalPrints is not at fault. It is at PortalPrints’s sole discretion whether they participate in reimbursement activities.
If the quality concern occurs due to the Merchant's design flaws. In that case, PortalPrints is not at fault, and it is their sole discretion whether they participate in reimbursement activities.
3. PAYMENTS. Merchant agrees to pay the Fee(s) as agreed between the Merchant and PortalPrints. Except as expressly set forth in this Agreement, each Party is responsible for its own costs. Merchant agrees to communicate to PortalPrints any Dispute, disagreement, or issue with a transaction, Fee, or Order, including those made in connection with fraudulent transactions or payments.
4. TAXES. Merchant is responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products under this Agreement and remitting such taxes, duties, and other governmental charges to the appropriate authorities. In many jurisdictions, PortalPrints may be required to collect sales, use or similar taxes from the Customer and remit such taxes directly to the tax authority. In such jurisdictions, PortalPrints will inform Merchant that PortalPrints will remit any applicable taxes to the tax authority and PortalPrints will be relieved of any responsibility to remit such applicable taxes to Merchant.
5. LICENSE.
5.1. Feedback. Merchants may provide PortalPrints with Feedback. Merchant hereby grants and agrees to grant PortalPrints all rights, title, and ownership of such Feedback on an unrestricted basis.
6. TERM AND TERMINATION.
6.1. Term. The Agreement will begin on the Effective Date and continue until terminated according to the termination guidelines provided in this agreement.
6.2. Termination. Merchant may terminate this Agreement or any Product Addendum for any reason at any time upon seven (7) days’ prior written notice to PortalPrints. PortalPrints may terminate this Agreement or any Product Addendum for any reason at any time upon written notice. Either Party may terminate this Agreement immediately, (a) in the event of a material breach by the other Party or (b) if the other Party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings. If either Party terminates the Agreement, all Product Addenda shall automatically terminate.