Terms & Conditions
Unless the Parties expressly agree otherwise in signed writing, the following Terms and Conditions will govern any and all purchase orders submitted and invoices exchanged between the Parties. The Parties agree that the use of a purchase order to place orders for Goods or services (collectively, “Goods”) shall be construed to supplement the terms of these Terms and Conditions only to the extent that the additional terms are not inconsistent with these Terms and Conditions. These Terms and Conditions will be incorporated into all purchase orders and invoices between the parties, regardless of whether specific reference to these Terms and Conditions is made therein. As used herein, “XO, Box” refers to XO, Box Company and its affiliates, subsidiaries, and parents, “you” refers to the customer ordering and/or receiving the Goods, and the “Parties” refers, collectively, to XO, Box and to you, as a customer of XO, Box.
1. PURCHASE ORDERS; TERMS
1.1. Cancellation of Purchase Orders. If you need to cancel an order following submission, please contact us immediately; Orders for which we have already commenced work to complete or fulfill are not cancellable. We reserve the right at any time after receipt of your order to accept or decline your order for any reason, or to cancel an order that has already been accepted. Other than as set out in these Terms and Conditions, we shall not be responsible for any loss or damage of any kind, which you might suffer by reason of us declining to accept or for cancelling your order.
1.2. Payment. You must pay in full by credit card or corporate check in advance when you submit an order through our website, email, or telephone. Payment will be collected at the time of placing the order. You authorize XO, Box to charge your credit card on file with us for your orders and any additional charges that accrue. Unless agreed otherwise in writing by us, full payment must be received in advance before any Goods are prepared or dispatched. If any payment is subsequently withdrawn, disputed, charged back or reversed in any way, you will have to pay the full amount of the sale, plus an administration fee and any additional fees incurred by XO, Box.
1.3. No Refunds. As nearly all of our products are either edible or personalized, all sales are final and no refunds or store credit will be issued.
1.4. Cancellation. Orders cannot be cancelled once XO, Box has begun processing the order. In order to promptly deliver our gift boxes in optimal conditions, the processing of an order commences almost immediately once you have submitted your order. However, should you wish to change or cancel your order, you are welcome to call us to check whether the processing of an order has commenced and if it has not we may be able to accommodate your request to cancel and will do our best to meet your needs. Any agreement by XO, Box to accommodate a cancellation request will be conditioned upon payment of any and all costs, charges and expenses already incurred by XO, Box to that point, and you agree that such amounts may be deducted from any payments previously made to XO, Box.
2. CUSTOM ORDERS
2.1. Quotes/Custom Orders/Changes. Price quotes are good for thirty (30) days. Custom pricing and design options are subject to change at any time. For custom orders, we require an upfront, non-refundable payment of $75 which will be credited against your full order should you proceed. Unless otherwise stated by XO, Box, pricing for custom orders includes two rounds of reviews for custom artwork, so that you will have the opportunity to review a draft of the artwork and then review any revisions made based on your comments arising from your initial review. Additional design changes will incur an additional non-refundable $75 charge for each additional round of design drafts and review. XO, Box will provide proofs of custom artwork that must be approved by you. Once the custom artwork has been approved, XO, Box will immediately begin production of the order and no further changes to the artwork will be permitted. By approving your artwork, you are verifying that all information is accurate and according to your specifications. XO, Box is not responsible for any errors in artwork or copy provided by you. XO, Box is not responsible for any errors once such custom work has been approved by you.
2.2. Intellectual Property Artwork. By submitting content, images, or artwork (collectively, the “Artwork”) to us for custom work, you (i) represent and warrant that you have the complete and exhaustive right, title, and ownership in the Artwork, and no portion of the Artwork infringes or otherwise misappropriates any third party intellectual property or similar rights or claims, anywhere in the world, and (ii) will be deemed to provide XO, Box with a perpetual, fully paid-up, non-exclusive, irrevocable and non-terminable right and license to use, exploit, and display the Artwork for purposes of completing the custom order and fulfilling the terms herein. We will not check the content of any images provided by you. However, if we believe any image does not comply with these terms, we reserve the right to refuse to use it, without any obligation or liability to you.
As part of the license provided herein, we may photograph products that we provide to you, including those decorated with or otherwise displaying or making use of the Artwork, and we may display these photographs on our website or other advertising media, for XO Box’s marketing and promotional purposes, unless specifically requested in writing by you not to do so.
3. DELIVERY
3.1. Delivery. Goods will be delivered within a reasonable time after receipt of an order, subject to the availability of finished Goods. Delivery will be deemed to have taken place at the time XO, Box places an order in the possession of any carrier service (e.g., UPS, USPS, or FedEx) for customer delivery. XO, Box is not responsible for lost, stolen or damaged Goods once an order leaves our possession. Unless expressly agreed otherwise, XO, Box will select the method of shipment and the carrier for all ordered items.
If you choose a specific delivery date when placing your order, we will do our best to arrange delivery for that day. You acknowledge that requested delivery dates are non-binding estimates only and that you have no claim against us for any delays or early deliveries. Once your order is in the hands of the carrier we have no control over the delivery process and we recommend you choose a delivery date at least one day early to avoid disappointment. We reserve the right to make deliveries in installments which shall not relieve you from your obligation to accept and pay for the remaining deliveries.
If for any reason you fail to accept delivery for any items, or if we are unable to deliver the items at the address specified on the order, (i) risk of loss to the items will pass to you, as the buyer, (ii) the items will be deemed to have been delivered, and (iii) we, at our option, may store the items until you pick them up, subject to your reimbursement for any storage-related costs or expenses.
Title and risk of loss will pass to you, as the buyer, upon delivery of Goods for shipment.
3.2. Summer Shipping (May - September). Some of our products are delicate and may not do well in higher temperatures. During the Summer months, XO, Box typically releases a policy regarding its summer-shipping capabilities. All orders placed for delivery within that period are subject to that policy.
3.3. Inspection. You must inspect all deliveries immediately, and notify us immediately in writing of all claims for damages or defects. All claims relating to defects or shortage must be made within fourteen (14) days of delivery. Any such claims must be made in writing via email to your primary XO, Box contact. Any rights to reject items expires after this 14-day period. If you timely notify us of any defective or damaged Goods, as your exclusive remedy, we will, in our discretion, either replace the Goods with similar items or credit you the purchase price.
3.4. Drop Ship. To ensure accuracy, all drop ship addresses will be used exactly as given by the client. Drop ship addresses must be provided on XO, Box template or an otherwise agreed upon fulfillment method. Client provided templates will not be accepted and XO, Box will not translate customer-provided information onto the XO, Box template. XO, Box accepts no liability for packages believed to be returned or delivered to incorrect addresses, and all returned packages will be destroyed or otherwise disposed of at XO, Box’s discretion. Please note that order lead time commitments do not commence until all order information, including all drop ship addresses, have been received by XO Box.
4. LIMITED WARRANTY; LIMITED LIABILITY; INDEMNIFICATION
4.1. Warranty. XO, Box warrants that it has the right to provide its products, but otherwise the Goods are provided on an “as- is” basis, without warranty of any kind, express or implied, oral or written. In particular, but without limitation, no warranty is given that the Goods are suitable for the particular purposes intended by you. Except for the foregoing, you acknowledge and agree that (a) neither XO, Box nor any person on XO Box’s behalf has made or makes any express or implied representation or warranty whatsoever, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or performance of products to standards specific to the country of import, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed, and (b) you have not relied on any representation or warranty made by XO, Box, or any other person on XO, Box’s behalf.
4.2. Limited Liability. In no event, at any time, shall the aggregate liability of XO, Box exceed the amount paid by you to XO, Box for the Goods or services being purchased and XO, Box shall not be responsible for any lost profits or other damages, including special, direct, indirect, incidental, consequential or any other damages, however caused. Without limitation, to the fullest extent permitted by applicable law, XO, Box shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods, nor for any special, indirect, economic or consequential loss or damage however arising or however caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning, or use of the Goods sold by XO, Box.
4.3. Indemnification. To the fullest extent permitted by law, you agree to indemnify, hold harmless, and defend XO Box Company and its affiliates, parents, and subsidiaries, and their respective agents, officers, directors, employees, partners, consultants, independent contractors, successors and assigns against any and all loss, claim of loss, injury, costs and damages arising from (i) your purchase, display, or use of Goods (except where such claims relate to breach of any warranties provided by XO, Box), (ii) your breach of the terms hereof, or (iii) your or your representatives’ gross negligence or willful misconduct.
5. MISCELLANEOUS
5.1. Product Defects and Recalls. You will promptly notify XO, Box of any identified material defects or suspected defects in the Goods, and will use commercially reasonable efforts to comply with any product recalls or inspection needs initiated by XO, Box.
5.2. Choice of Law; Dispute Resolution. Any dispute arising from or relating to the Parties’ relationship and/or these Terms will be governed by the laws of the State of California, without regard to any applicable choice of law rules. If a dispute arising from or relating to the Parties’ relationship and/or these Terms cannot be resolved by the Parties through unsupervised negotiation, it shall be submitted for resolution through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in such arbitration shall be awarded its reasonable attorneys’ fees and costs. YOU AND XO, BOX COMPANY AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO YOUR ORDER WITH XO, BOX MUST COMMENCE WITHIN NINETY (90) DAYS AFTER THE CLAIM ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
5.3. Integration; Severability. These Terms and Conditions shall constitute the entire agreement between you and XO, Box regarding your order and the terms hereunder. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.
5.4. Amendment. XO, Box may amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the Website following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms.