Effective Date: April 1, 2025
These Terms and Conditions (“Terms”) apply to all sales of products and services by Apex Mills Corporation and its affiliates, including Insight Textiles LLC and Apex Aridyne Corp. (“Apex”). By placing an order and receiving an Order Verification from Apex, the customer agrees to be bound by these Terms.
1. Order Acceptance
No order shall be binding until accepted in writing by Apex through an Order Verification. Any terms or conditions contained in the customer’s purchase order or other communications which are inconsistent with or in addition to these Terms are hereby rejected unless expressly agreed to in writing by Apex.
2. Products and Services
Apex offers both standard and custom-designed textile products, as well as design and development services. Orders may be for single or multiple deliveries as specified in the Order Verification.
3. Pricing and Payment
Standard payment terms are Net 30 from the date of invoice, subject to credit approval.
If credit approval is not obtained, Apex may accept orders on a cash-before-delivery (CBD) or credit card basis for in-stock items, or with a 50% deposit and balance due prior to shipment for custom or made-to-order goods.
Prices do not include any tariffs, sales taxes, use taxes, excise taxes, duties, or similar charges imposed by any governmental authority. These will be the responsibility of the customer and may be invoiced separately.
Late payments are subject to interest of 1.5% per month or the maximum allowed by law.
Apex reserves the right to withhold future deliveries until overdue balances are paid.
4. No Set-Off or Chargebacks
The customer shall not set off, withhold, deduct, or charge back any amounts due to Apex for any reason, including the existence of a dispute or claim. Any disputes must be handled separately through appropriate communication and resolution channels. Unauthorized deductions will constitute a breach of these Terms.
5. Shipping, Quantity, and Delivery
All goods are shipped FOB Origin. Risk of loss passes to the customer upon delivery to the carrier.
Apex will ship via the customer’s designated carrier or arrange shipping at the customer’s request, with related costs billed to the customer.
Buyer may request postponement of a scheduled delivery date for up to 30 days. After this period, Apex may initiate a “bill and hold” arrangement and assess reasonable warehousing charges.
Apex will use commercially reasonable efforts to meet agreed-upon delivery dates, but time is not of the essence. Apex is not liable for any damages caused by shipment delays.
Due to variations in manufacturing yields, an order will be deemed fulfilled if the quantity shipped is within ±10% of the quantity ordered. The invoice will reflect the actual quantity shipped.
6. Returns, Cancellations, and Changes
Orders may not be canceled once accepted.
Changes to an order may be accommodated if they do not result in financial harm to Apex.
Returns are only accepted for non-conforming goods and must be pre-authorized by Apex.
Buyer must provide evidence of non-conformity, preferably by submitting samples, or by photos or video when samples are unavailable.
No inspection, sorting or similar expenses may be incurred by Buyer without prior written approval from Apex.
No return will be processed without a Return Merchandise Authorization (RMA) issued by Apex. Buyer must use the carrier and return location specified in the RMA.
No returns will be accepted more than six (6) months after Buyer’s receipt of goods.
No credit or replacement goods will be issued without compliance with this process.
7. Warranty
Apex warrants that all goods shall conform to Apex’s written specifications, or Buyer’s specifications if expressly agreed to in writing; and shall be free from material defects in materials and workmanship.
Apex disclaims all other warranties, including any implied warranties of merchantability or fitness for a particular purpose.
8. Limitation of Liability and Indemnification
To the fullest extent permitted by law:
Apex shall not be liable for any indirect, incidental, punitive, consequential, or special damages, including without limitation loss of profits, business interruption, or reputational harm, whether arising under contract, tort (including negligence), strict liability, or otherwise.
In no event shall Apex’s liability exceed the amount paid by Buyer for the specific goods at issue.
Apex’s sole obligation for defective goods shall be repair, replacement, or refund, at Apex’s discretion.
Buyer agrees to indemnify, defend, and hold harmless Apex, its officers, employees, and affiliates from and against any claims, losses, liabilities, costs, and expenses (including attorney’s fees) arising out of Buyer’s use, resale, or distribution of the goods, or from Buyer’s breach of these Terms.
9. Intellectual Property
All designs, developments, samples, processes, formulas, patterns, technical data, textile constructions, trade secrets, software tools, and related documentation created, developed, or provided by Apex are and shall remain the exclusive intellectual property of Apex, whether registered or not.
Buyer shall not reproduce, reverse engineer, copy, or modify such IP; disclose or use it for any purpose other than fulfilling the order; or use Apex’s products or designs in any form of publicity, promotional materials, or social media without prior written approval from Apex.
10. Non-Solicitation
During the term of the business relationship and for twelve (12) months thereafter, Buyer shall not solicit for employment or engagement any Apex employee, consultant, or business partner without prior written consent.
11. Relationship of the Parties
The relationship between Apex and the customer is strictly that of independent contractors. Nothing in these Terms shall be construed to create any partnership, joint venture, or agency relationship between the parties.
12. Assignment
Buyer may not assign or transfer any rights or obligations under these Terms without Apex’s prior written consent. Any unauthorized assignment shall be null and void.
13. Arbitration and Governing Law
Any disputes arising from or relating to these Terms or any sale shall be resolved by binding arbitration in Nassau County, New York, administered under the rules of the American Arbitration Association. These Terms shall be governed by the laws of the State of New York, without regard to its conflict of law rules.
14. Force Majeure
Apex shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, shortages, pandemics, transportation disruptions, or governmental actions. Performance shall be excused during the period of such delay.
15. Entire Agreement
These Terms, along with any applicable Order Verification, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written communications, understandings, proposals, and representations.
