TERMS OF SERVICE

NO PERSON IS AUTHORIZED TO BIND THE BUYER EXCEPT UNDER CONDITIONS OF THIS ORDER FORM

These Additional Terms and Conditions apply to Buyer (including Enesco, LLC and its subsidiaries or affiliates, including but not limited to Enesco Limited, Enesco Canada Corporation, Enesco France S.A.S., Enesco Asia Limited, Enesco China Limited, and the Gund, Department 56, Boyds, Gregg Gift, and Our Name Is Mud divisions), collectively referred to as “Buyer”, and the manufacturer or seller is referred to as “Seller.”

  1. This order referencing these Additional Terms (“the order”) constitutes Buyer’s offer to Seller and does not constitute acceptance of any offer to sell. Any reference to a proposed sale or proposal is for incorporation of descriptions/specifications (“Goods”) only to the extent they do not conflict with specifications on the face of this order. This order consists solely of the terms herein, on the face of the order, in letters of credit or drafts, and any documents expressly incorporated.
    1. By acknowledging receipt, shipping the Goods, or performing services under this order, Seller agrees to the sale terms. Any additional terms in Seller’s acknowledgement are objected to by Buyer unless specifically accepted in signed writing, and are void unless accepted.
    2. Buyer reserves the right to inspect Goods upon arrival regardless of shipping method. All Goods must be properly packaged, defect‑free, and strictly conform to specifications. Defective or nonconforming items may be returned at Seller’s expense at Buyer’s option.
    3. Title to the Goods transfers to Buyer upon delivery to Buyer or an authorized agent, unless payment is made earlier and the Goods are segregated for Buyer.
    4. Seller shall arrange and pay for packing, handling, transport, loading, and all related charges up to delivery. Goods remain at Seller’s risk until delivery.
    5. Time is of the essence. Seller must meet delivery deadlines. Seller is liable for direct damages from late delivery and may be required to pay expedited shipping.
    6. If delivery is by installments, each installment is a separate order. Failure to deliver a particular installment allows Buyer to refuse further deliveries and obtain replacements elsewhere, holding Seller responsible for increased costs.
  2. Shipping memoranda and packaging must bear item numbers. Cartons and inner packs must be marked and accompanied by a packing slip with item numbers, specifications, and quantity. Buyer may charge Seller for marking if not done. Seller must include required product testing or safety documentation.
  3. Seller guarantees that no item is misbranded or legally banned, and certifies compliance with applicable U.S. and foreign laws (including Hazardous Substances Acts).
  4. If any article becomes banned under Hazardous Substances laws or is subject to recall per Buyer’s determination, Seller will accept returns of all existing stock and reimburse Buyer for the price originally paid plus shipping, customs, and any return‑related costs. Buyer’s determination on recall scope is final. Buyer will notify relevant agencies as required.
  5. Buyer may correct typographical or clerical errors in any documents without liability.
  6. All specifications, designs, or information provided by Buyer are proprietary and confidential. Seller agrees not to disclose or misuse any confidential materials and may only use them to fulfill this order.
  7. This Purchase Order is governed by the laws of Buyer’s jurisdiction and any dispute venue is limited to its courts. The UN Convention on Contracts for International Sale of Goods is excluded.
  8. Seller represents that it is an Equal Opportunity Employer and does not discriminate. Seller also represents compliance with all applicable labor laws, including prohibitions on forced labor and under‑age employment.
  9. Goods that contain copyrightable material are deemed “works made for hire” and Buyer owns all rights. If not eligible as works for hire, Seller assigns all rights to Buyer and agrees to sign any required documents. Buyer’s rights allow use, modification, licensing, sublicensing, and worldwide exploitation. Seller may not include authored works not owned by Seller without written permission, and must secure necessary rights for Buyer.
  10. Seller must maintain, at its own expense, general liability insurance, including product liability and contractual coverage, in amounts acceptable to Buyer.
  11. Buyer may cancel this PO before acceptance. Buyer will pay Seller for direct non‑cancellable costs incurred up to cancellation but not exceeding the PO price. Buyer is not liable for cancellation fees. Seller must destroy unused Goods unless otherwise agreed.
  12. No waiver of rights arises from failure to enforce any obligation, and customs or practices do not modify strict compliance requirements.
  13. Buyer may offset any amounts due to Seller against claims or debts arising from this or other transactions.
  14. Seller is an independent contractor and not an agent, employee, or partner of Buyer. Seller cannot bind Buyer and must comply with all legal obligations, including payments to its personnel.
  15. This Agreement supersedes prior agreements except manufacturing agreements, which remain alongside but are subordinate in case of conflict. Buyer may amend terms anytime, and the most recent version at shipment governs.
  16. Any claim or dispute must be resolved by arbitration at Buyer’s location under applicable rules. The arbitrator’s award is final and enforceable. Each party bears its own costs and attorney fees.
  17. If any provision is unenforceable, it does not invalidate the remainder of the Agreement.
  18. Buyer’s remedies hereunder are not exclusive and do not prejudice any other legal or statutory rights.