Terms of Service
These Terms of Service ("Terms") govern access to and use of the website located at cotapaxi.com and any related webpages, forms, portals, or digital features operated by Cotapaxi Custom Design and Manufacturing LLC ("Cotapaxi," "we," "us," or "our") (collectively, the "Site"). These Terms also apply to Cotapaxi services, programs, orders, and transactions only when these Terms are expressly incorporated by reference into a quotation, order acknowledgment, invoice, purchase document, online submission, or other written agreement with a client.
By accessing or using the Site, or by affirmatively accepting these Terms in connection with a project or order, you agree to be bound by these Terms. If you are acting for a company or other organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Site or submit information through it.
1. About Cotapaxi
Cotapaxi designs, develops, sources, manufactures, manages, and delivers custom merchandise programs for brands, businesses, organizations, professional sports teams, events, and other clients. Our services may include creative development, custom catalogs, curated merchandise programs, product development, sourcing, sampling, testing coordination, production management, quality review, packaging, fulfillment, freight, and delivery.
2. Permitted Use of the Site
You may use the Site only for lawful business and informational purposes. You may not:
- Violate any applicable federal, state, local, or international law or regulation.
- Attempt to gain unauthorized access to the Site, servers, accounts, systems, or networks.
- Introduce viruses, malicious code, automated scraping tools, or other harmful technology.
- Interfere with the security, availability, operation, or normal use of the Site.
- Use Site content, images, case studies, product concepts, or other materials for commercial purposes without written permission.
- Collect personal information about other users or submit false, misleading, infringing, or unlawful material.
We may suspend or terminate access to the Site if we reasonably believe these Terms have been violated or if necessary to protect Cotapaxi, our clients, or others.
3. Project-Specific Agreements and Order of Precedence
Each Cotapaxi project is unique. Pricing, specifications, quantities, testing requirements, production methods, payment terms, timelines, freight responsibilities, delivery requirements, and other project terms may be stated in a Cotapaxi quotation, order acknowledgment, invoice, purchase document, statement of work, master services agreement, or other written agreement.
If a conflict exists, a separately signed agreement controls first, followed by the applicable Cotapaxi quotation or order acknowledgment, then the applicable invoice or purchase document, and finally these Terms. A client's purchase order or other form will not modify or add to Cotapaxi's terms unless Cotapaxi expressly agrees in a writing signed by an authorized Cotapaxi representative.
4. Quote Requests, Project Submissions, and Authority
Submitting a contact form, quote request, project inquiry, artwork file, or other information does not require Cotapaxi to accept a project or create a binding order. By submitting information, you represent that the information is accurate, that you are authorized to provide it, and that Cotapaxi may use it to evaluate and respond to the request.
5. Client-Provided Artwork, Trademarks, and Other Materials
Clients retain ownership of artwork, logos, trademarks, trade dress, photographs, likenesses, slogans, copy, brand assets, and other materials they provide to Cotapaxi (collectively, "Client Materials"). The client grants Cotapaxi and its service providers, suppliers, manufacturers, testing laboratories, freight providers, and production partners a limited, non-exclusive license to use Client Materials solely as reasonably necessary to evaluate, develop, produce, test, package, transport, deliver, or support the applicable project.
The client represents and warrants that it owns or has all permissions, licenses, consents, and approvals necessary for Cotapaxi to use the Client Materials as directed. The client will defend, indemnify, and hold harmless Cotapaxi and its owners, officers, employees, and agents from third-party claims, losses, damages, liabilities, and reasonable costs, including attorneys' fees, arising from allegations that Client Materials or client-directed uses infringe or violate another party's intellectual property, publicity, privacy, or other rights, except to the extent caused by Cotapaxi's unauthorized modification or use.
6. Quotes, Pricing, Taxes, Tariffs, and Cost Changes
Quotes are based on the specifications, quantities, materials, production methods, packaging, testing, freight assumptions, delivery requirements, tariffs, duties, taxes, exchange rates, and other information known when the quote is issued. Unless a quote states otherwise, it may be withdrawn or revised before Cotapaxi's written acceptance of the order.
Changes to quantities, specifications, materials, decoration, packaging, testing, approvals, delivery dates, destinations, or other requirements may change pricing and timing. Material changes in freight rates, fuel surcharges, tariffs, duties, taxes, governmental charges, exchange rates, or other costs beyond Cotapaxi's reasonable control may result in an equitable price adjustment when permitted by the applicable project documents.
The client is responsible for applicable sales, use, excise, value-added, customs, import, or similar taxes and charges unless the applicable project documents expressly state otherwise.
7. Order Acceptance, Deposits, Payment, and Credit
An order is not accepted until Cotapaxi provides written confirmation and receives all required approvals, deposits, credit information, or other requested documentation. Cotapaxi may require deposits, progress payments, payment before shipment, or other credit protections based on project size, production commitments, or credit history.
Payment is due according to the applicable quotation, invoice, or written agreement. To the extent permitted by law and stated in the applicable project documents, overdue amounts may accrue interest, and the client may be responsible for reasonable collection costs and attorneys' fees. Cotapaxi may suspend work, withhold shipment, or decline additional orders while amounts are overdue.
Custom merchandise is produced specifically for the client. Once materials, production capacity, freight, or other costs have been committed, an order may not be cancelled without Cotapaxi's written consent. If Cotapaxi permits cancellation, the client remains responsible for completed work, non-cancellable commitments, materials, supplier charges, freight, storage, and other costs incurred.
8. Proofs, Samples, Specifications, and Approvals
Clients are responsible for carefully reviewing and approving artwork, spelling, colors, dimensions, materials, decoration, packaging, testing requirements, shipping information, and all other details shown in proofs, samples, or written specifications.
Once the client approves a proof, sample, or specification, Cotapaxi may rely on that approval. Cotapaxi is not responsible for an error, omission, or discrepancy that was visible in or consistent with the approved proof, sample, or specification, except to the extent caused by Cotapaxi's failure to follow the approved materials.
9. Custom Manufacturing Variations and Quantities
Custom manufacturing may involve commercially reasonable variations in color, shade, texture, dimensions, weight, material, construction, imprint placement, decoration, packaging, and appearance. Computer monitors, digital renderings, prototypes, preproduction samples, and mass-produced goods may also display or reproduce color and detail differently.
Variations that are consistent with approved samples or specifications, or that fall within commercially reasonable manufacturing tolerances, will not constitute defects. Over-runs or under-runs will apply only when disclosed in the applicable quote, order acknowledgment, or project documents.
10. Production, Quality Review, and Delivery
Cotapaxi manages production and quality review using commercially reasonable care. Production and delivery dates are estimates unless Cotapaxi expressly guarantees a date in a signed writing. Timing may depend on prompt client approvals, accurate information, timely payments, supplier capacity, testing, customs clearance, carriers, and other factors.
Cotapaxi is not responsible for delay, nonperformance, or additional cost caused by circumstances beyond its reasonable control, including supplier or factory disruption, labor disputes, material shortages, carrier delays, port congestion, customs examinations or holds, governmental action, changes in tariffs or trade restrictions, embargoes, war, terrorism, civil unrest, epidemics, natural disasters, severe weather, utility or technology failures, or transportation interruptions. Cotapaxi will use commercially reasonable efforts to communicate material delays and identify practical alternatives.
Cotapaxi is not responsible for a missed event date or other consequential loss when delay results from a force-majeure event, client delay, late approval, inaccurate shipping information, late payment, or a change requested by the client.
11. Inspection, Claims, and Remedies
The client must inspect delivered products promptly. Claims for visible damage, shortages, incorrect goods, or other reasonably discoverable issues must be submitted in writing within ten (10) business days after delivery. Claims for a concealed manufacturing defect that could not reasonably have been discovered during that period must be submitted promptly after discovery and within any longer period required by applicable law or an applicable written warranty.
A claim must include reasonable supporting information, such as photographs, counts, carton information, samples, or other documentation requested by Cotapaxi. The client must preserve the affected products and allow Cotapaxi or its designee a reasonable opportunity to inspect them before disposal, alteration, distribution, or return.
For a valid claim, Cotapaxi may, at its option and as the client's exclusive commercial remedy, repair or rework the affected products, replace them, issue an appropriate credit or refund, or provide another mutually agreed remedy. This limitation does not apply where prohibited by law or to liability that cannot legally be limited.
12. Confidentiality and Proprietary Information
Cotapaxi will use reasonable care to protect non-public client information, including confidential brand information, pricing, project details, strategies, and unreleased products, and will disclose such information only as reasonably necessary to perform the project, with the client's authorization, or as required by law.
Clients shall not disclose or use Cotapaxi's non-public quotations, pricing structures, supplier identities, manufacturing relationships, sourcing methods, samples, production processes, operational procedures, or other proprietary information except as reasonably necessary to evaluate or complete the applicable project. This section does not replace or limit any separate nondisclosure, master services, supplier-protection, or confidentiality agreement.
13. Portfolio and Marketing Use
After a project has been publicly released, Cotapaxi may display photographs taken or lawfully obtained by Cotapaxi of completed products and may use non-confidential, publicly available project information in its portfolio, case studies, website, social media, presentations, and marketing materials, unless prohibited by a written client agreement or written confidentiality restriction.
Cotapaxi will not disclose confidential pricing, confidential quantities, unreleased products, non-public strategy, or other proprietary client information without authorization. Nothing in this section grants Cotapaxi rights beyond those Cotapaxi lawfully possesses in third-party trademarks, copyrighted works, licensed characters, photographs, or likenesses.
14. Cotapaxi Intellectual Property
The Site and its text, graphics, branding, layout, photographs, videos, product concepts, case studies, and other content are owned by Cotapaxi or used with permission and are protected by applicable intellectual property laws. Except for ordinary viewing and internal evaluation of Cotapaxi's services, no Site content may be copied, reproduced, modified, distributed, published, displayed, sold, licensed, or commercially used without Cotapaxi's prior written permission.
15. Third-Party Websites and Services
The Site may link to or integrate with third-party websites, platforms, tools, or services. Cotapaxi does not control and is not responsible for their availability, content, security, privacy practices, or terms. Use of third-party services is at the user's own risk and may be governed by separate terms.
16. Website Disclaimer
The Site and its content are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Cotapaxi disclaims warranties regarding the Site, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Cotapaxi does not warrant that the Site will be uninterrupted, error-free, secure, or free of harmful components. Product images and descriptions are illustrative and do not constitute a binding specification or offer unless included in applicable project documents.
17. Limitation of Liability
To the fullest extent permitted by law, Cotapaxi will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business, loss of goodwill, loss of data, or missed-event damages, arising from or related to the Site, these Terms, or an applicable project, even if advised that such damages were possible.
To the fullest extent permitted by law, Cotapaxi's aggregate liability arising from the Site will not exceed one hundred dollars ($100). For a claim arising from a specific project or order, Cotapaxi's aggregate liability will not exceed the amount actually paid to Cotapaxi for the specific products or services giving rise to the claim.
These exclusions and limitations do not apply to liability that cannot legally be excluded or limited, or to the extent a final judgment determines that liability resulted from Cotapaxi's fraud, willful misconduct, or gross negligence.
18. Electronic Communications and Acceptance
You consent to receive project-related communications electronically at the contact information you provide. Electronic records, approvals, acknowledgments, and signatures may be used in connection with the Site and Cotapaxi projects to the extent permitted by applicable law.
Where the Site presents an unchecked box or other affirmative acceptance mechanism linking to these Terms and the Privacy Policy, selecting that mechanism and submitting the associated form constitutes your electronic acceptance.
19. Governing Law and Venue
These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Except where a separately signed agreement states otherwise, any legal action arising out of or relating to these Terms or the Site shall be brought exclusively in the state courts located in Chester County, Pennsylvania, or, where federal jurisdiction exists, in the United States District Court for the Eastern District of Pennsylvania. Each party consents to the personal jurisdiction and venue of those courts.
20. Severability, Waiver, and Assignment
If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. A failure to enforce any provision is not a waiver. You may not assign rights or obligations under these Terms without Cotapaxi's prior written consent. Cotapaxi may assign these Terms in connection with a merger, reorganization, sale of assets, financing, or transfer of its business.
21. Changes to These Terms
Cotapaxi may update these Terms from time to time. Updated Terms will be posted on the Site with a revised effective date. Changes will apply prospectively and will not alter a previously accepted project agreement unless the parties agree otherwise.
22. Contact Us
Questions about these Terms may be directed to: