TERMS AND CONDITIONS These terms and conditions (the "Terms and Conditions") govern the use of www.smirkyusa.net (the "Site"). This Site is owned and operated by Amr Allam. This Site is an ecommerce website. By using this Site, you indicate that you have read and understand these Terms and Conditions and agree to abide by them at all times. Intellectual Property All content published and made available on our Site is the property of Amr Allam and the Site's creators. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site. Acceptable Use As a user of our Site, you agree to use our Site legally, not to use our Site for illegal purposes, and not to: Harass or mistreat other users of our Site; Violate the rights of other users of our Site; Hack into the account of another user of the Site; Act in any way that could be considered fraudulent; Post any material that may be deemed inappropriate or offensive. If we believe you are using our Site illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site. Accounts When you create an account on our Site, you agree to the following: You are solely responsible for your account and the security and privacy of your account, including passwords or sensitive information attached to that account; and All personal information you provide to us through your account is up to date, accurate, and truthful and that you will update your personal information if it changes. We reserve the right to suspend or terminate your account if you are using our Site illegally or if you violate these Terms and Conditions. Sale of Goods These Terms and Conditions govern the sale of goods available on our Site. The following goods are available on our Site: Printed T-shirts; T-shirts; Custom Shirts and Clothes; Hats; Mugs; Gifts; Novelties; and Souvenirs. These Terms and Conditions apply to all the goods that are displayed on our Site at the time you access it. This includes all products listed as being out of stock. All information, descriptions, or images that we provide about our goods are as accurate as possible. However, we are not legally bound by such information, descriptions, or images as we cannot guarantee the accuracy of all goods we provide. You agree to purchase goods from our Site at your own risk. We reserve the right to modify, reject or cancel your order whenever it becomes necessary. If we cancel your order and have already processed your payment, we will give you a refund equal to the amount you paid. You agree that it is your responsibility to monitor your payment instrument to verify receipt of any refund. Third Party Goods and Services Our Site may offer goods and services from third parties. We cannot guarantee the quality or accuracy of goods and services made available by third parties on our Site. Payments We accept the following payment methods on our Site: Credit Card; PayPal; Debit; Direct Debit; Affirms; Apple Pay; Google Pay; Venmo; Wix Payment; Afterpay; Tap to pay on mobile; Wix Point of Sale; When you provide us with your payment information, you authorize our use of and access to the payment instrument you have chosen to use. By providing us with your payment information, you authorize us to charge the amount due to this payment instrument. If we believe your payment has violated any law or these Terms and Conditions, we reserve the right to cancel or reverse your transaction. Shipping and Delivery When you purchase goods from our Site, the goods will be delivered through one of the following methods: Standard delivery by post. Delivery takes 10 - 30 business days depend on the shipping address (domestic or International), Weather condition, and the amount of the order. Delivery will take place as soon as reasonably possible, depending on the delivery method selected. Delivery times may vary due to unforeseen circumstances. Please note that delivery times do not include weekends and statutory holidays. You will be required to pay delivery charges in addition to the price for the goods you purchase. If you purchase goods from us for delivery to a destination outside the United States your purchase may be subject to import duties and taxes applied by the destination country. You are responsible for paying any such duties or taxes. Please contact your local customs office for more information before making a purchase. We are not responsible for the payment of any such duties or taxes and are not liable for any failure by you to pay them. You are required to provide us with a complete and accurate delivery address, including the name of the recipient. We are not liable for the delivery of your goods to the wrong address or wrong person as a result of you providing us with inaccurate or incomplete information. Refunds Refunds for Goods Refund requests must be made within 14 days from shipment day. We accept refund requests for goods sold on our Site for any of the following reasons: Good is broken; Good does not match description; Good is the wrong size; Refunds do not apply to the following goods: Custom Designed Products including any customized products. Returns Returns can be made by mail. To return a good by mail, follow the following procedure: Here are the steps for returning a package: 1-Pack your goods: Place your items back into a waterproof envelope or an unbroken box. 2-Seal it: Ensure the package is sealed securely. 3-Attach the return label: Use the return label that was included in your original package. 4-Go to the post office: Visit the nearest post office that is indicated on the label. 5-Drop off the package: Leave your package at the post office for return processing. Please ensure to follow these steps carefully to ensure a successful return. If you have any other questions or need further clarification, feel free and contact us by email on mysmirky@yahoo.com. Consumer Protection Law Where any consumer protection legislation in your jurisdiction applies and cannot be excluded, these Terms and Conditions will not limit your legal rights and remedies under that legislation. These Terms and Conditions will be read subject to the mandatory provisions of that legislation. If there is a conflict between these Terms and Conditions and that legislation, the mandatory provisions of the legislation will apply. Links to Other Websites Our Site contains links to third party websites or services that we do not own or control. We are not responsible for the content, policies, or practices of any third-party website or service linked to on our Site. It is your responsibility to read the terms and conditions and privacy policies of these third-party websites before using these sites. Limitation of Liability Amr Allam and our directors, officers, agents, employees, subsidiaries, and affiliates will not be liable for any actions, claims, losses, damages, liabilities and expenses including legal fees from your use of the Site. Indemnity Except where prohibited by law, by using this Site you indemnify and hold harmless Amr Allam and our directors, officers, agents, employees, subsidiaries, and affiliates from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of your use of our Site or your violation of these Terms and Conditions. Applicable Law These Terms and Conditions are governed by the laws of the State of Texas. Additional Terms Terms and Conditions of Sale 1. The Parties These terms and conditions for the sale of goods or services (this "Agreement") are agreed upon by UFP Technologies Inc., and/or its affiliates including but not limited to Dielectrics, Inc., and Moulded Fibre Technology, Inc. ("Seller") and the purchaser of Seller's goods or services (hereinafter the "Buyer"). 2. General The terms and conditions set forth herein, and any supplements incorporated by reference herein, constitute the contract and the entire understanding between the parties relating to the goods and services covered hereby. Acceptance of this contract is expressly limited to the terms and conditions contained herein, and none of Buyer’s terms and conditions in acknowledging or accepting this contract or in issuing any purchase orders, releases, shipping instructions hereunder, or other documents shall apply. Seller shall not be bound by this contract or by any change in, addition to, or waiver of any provisions herein unless approved in writing by an authorized representative of Seller. 3. Prices All prices quoted hereunder are for immediate acceptance by Buyer, in the quantities shown, and are subject to revision or cancellation by Seller at any time prior to written acceptance by Buyer. The prices for goods sold or services provided hereunder are for immediate acceptance only. Otherwise, Seller's standard price in effect at the time the goods are sold or services provided shall apply. Buyer grants to Seller the right, at any time during the term of this Agreement, to revise prices hereunder to reflect increased material and production costs by giving Buyer written notice thereof, and such revised prices will apply to all goods thereafter shipped. If Buyer provides written objection to Seller's price changes within 10 days following notice from Seller, Seller shall have the option of terminating the Agreement with no liability to Seller. 4. Payment Payment shall be due for all goods or services sold hereunder net five (5) days from date of invoice. Buyer agrees to pay taxes appearing on the invoice no later than the time of payment. Payment shall be made in U.S. Dollars. Seller reserves the right to determine the suitability of the method of payment where payment is other than cash, certified check or money order. Seller reserves the right to deny credit to Buyer. Seller reserves the right to revoke credit previously extended to Buyer because of Buyer's failure to pay for goods when due or for any other reason in Seller's discretion, and in such event all subsequent shipments shall be paid for in advance or on delivery. In the event that Buyer is late in making any payment beyond the date due, in addition to any other remedies of Seller, including terminating this Agreement, Seller may withhold shipment of unshipped goods until all amounts due and owing to Seller have been paid in full. Late payments shall include interest on the amount of the late payment, calculated at an annual rate of 18% or the highest legal rate, whichever is lower, for each day beyond the due date that such payment is late. 5. Delivery The goods listed in the Agreement will be shipped from either Seller's plant, Seller's warehouse, or be shipped directly from a supplier or distributor of Seller, or any combination thereof in Seller's discretion. Delivery terms are EXW (Incoterms 2012) shipping point and BUYER IS RESPONSIBLE FOR ALL FREIGHT, HANDLING, AND INSURANCE COSTS, THE PROVIDER OF WHICH WILL BE SELECTED BY BUYER. Shipping dates are approximate only and Seller reserves the right to make delivery in installments and back order goods unless Buyer expressly states otherwise in Buyer's purchase order. All such installments and back orders shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of an installment or back order shall not relieve Buyer of its obligation to accept remaining deliveries. Seller shall not be liable for any loss or expense, whether by way of contract or tort (consequential or otherwise) incurred by Buyer if Seller fails to meet the specified estimated delivery schedule because of unavoidable production or other delays. Seller reserves the right to overship or undership 10% of the amount ordered unless it is otherwise specifically agreed in writing. Claims for shortages must be made within 7 days following receipt of goods. 6. Title; Security Interest Title and ownership of the goods sold hereunder shall remain with Seller until payment is made in full, including any additional charges provided for herein. Seller reserves, and Buyer hereby grants to Seller, a purchase money security interest in and to the goods, together with the cost of any services related thereto, as security for the performance of Buyer's obligations under this Agreement. Seller reserves the right to file a UCC-1 Financing Statement together with any attachments thereto as evidence of such a security interest. 7. Taxes Seller's prices do not include federal, state, or local sales, use or excise taxes, however designated, levied or based on the price or value of the Agreement, or the purchase price or value of the goods or services specified in the Agreement. Any taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, or consumption of any of the material covered hereby, including taxes upon or measured by the receipts from the sale thereof, shall be paid for by Buyer. Taxes will be added to the sales price where Seller invoices the same in order to comply with law. 8. Substitutions Seller may modify manufacturing processes or the specifications of goods designed by Seller and substitute goods manufactured to such modified processes or 2 specifications for those specified herein, provided such goods substantially conform to the Agreement. 9. Changes/Cancellation Any notice or instruction from the Buyer received subsequent to Seller's purchase order acknowledgment, including supplementary information contained in a confirming purchase order, which has the effect of changing the specifications, scope of work, or other terms, will be effective only upon an appropriate adjustment in the price and/or delivery date, and acceptance of any change by Seller in writing. Orders accepted by Seller are not subject to cancellation except with Seller’s consent and after arrangement of terms which will indemnify Seller for any losses or damages occasioned by such cancellation, including Seller’s lost profit and costs of collection, including reasonable attorney’s fees. 10. Warranty, Remedies, and Disclaimer A. Warranty (1) For Goods. Seller warrants that on the date of delivery, the goods shall conform to the latest samples, drawings, or specifications as agreed to by Buyer and Seller in connection with the sale of such goods. Seller's warranty shall extend for a period of Thirty (30) days from the date of shipment. Continued use or possession of goods thereafter shall be conclusive evidence that the warranty is fulfilled to the satisfaction of the Buyer. (2) For Services. Seller warrants that all services performed under the Agreement will be performed in a reasonable and workmanlike manner. B. Remedies THE LIABILITY AND OBLIGATIONS OF SELLER, IF NOTIFIED BY BUYER IN WRITING OF A BREACH OF ANY OF THE FOREGOING WARRANTIES, SELLER'S OBLIGATION SHALL BE LIMITED SOLELY TO: (1) REPAIR OR REPLACEMENT AT SELLER'S OPTION OF ANY DEFECTIVE GOODS (DETERMINED IN SELLER'S SOLE DISCRETION TO BE DEFECTIVE) OR (2) REPERFORMING THE NONCONFORMING SERVICES PROVIDED BUYER HAS PROVIDED WRITTEN NOTICE TO SELLER OF SUCH NONCONFORMING SERVICES WITHIN FIVE (5) DAYS OF THE COMPLETION OF THE SERVICES. SUBJECT TO THE PRECEDING, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY OF THE GOODS OR SERVICES, THEIR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO ANY OTHER MATTER, WHETHER THE GOODS OR SERVICES ARE USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES. C. Disclaimer Except and expressly set forth hereinabove, Seller makes no representation or warranty with respect to the goods or services performed hereunder. SELLER'S ENTIRE LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING NEGLIGENCE SHALL 1N NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS OR SERVICES IN RESPECT FOR WHICH THE CLAIM IS MADE. IN NO EVENT SHALL SELLER BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING LOSS PROFITS OR REVENUE) PUNATIVE OR EXEMPLARY DAMAGES WHETHER THE BUYER'S CLAIM IS IN TORT, CONTRACT OR OTHERWISE. 11. Acceptance of Goods Buyer shall inspect the goods immediately upon its receipt of the goods in its facility. All claims for alleged defects in goods are waived unless Seller is notified of the claim within thirty (30) days after receipt of shipment. No claim shall be effective if made after the goods have been altered or used. Buyer shall afford Seller prompt and reasonable opportunity to inspect all goods to which any claim is made. No material shall be returned to Seller without Seller's express consent, a return authorization, and return instructions. Buyer's acceptance shall be conclusively presumed to have occurred thirty (30) days following delivery to Buyer unless Buyer has accepted the goods prior to that date. 12. Patents In the event that any of the goods covered by this order shall be manufactured by Seller according to the Buyer's designs or specification, it is specifically understood that the Buyer will indemnify the Seller for any liability, damages, loss or expense resulting from any alleged defect in the design or specification of such goods or resulting from any actual or claimed infringement or misappropriation of patent, trade secret or other proprietary rights relating to such goods. 13. Non-Disclosure of Confidential Information Buyer shall not use (except as permitted by and in furtherance of this Agreement) or disclose to others any of Seller's Confidential Information, either during the performance of this Agreement, or any time thereafter. "Confidential Information" as used herein shall mean all information, data and experience of Seller relating to Seller's business, whether of a technical, engineering, operational, or economic nature, which is designated or treated as confidential by Seller; including, but not limited to all price and technical information, information relating to its goods, services, customers, supplies, formulation, composition, analysis, design, installation, materials, instructions, erection, operation, repair, maintenance, use, process or otherwise. Confidential Information does not include: • Any information which is now part of the public domain or which hereafter becomes part of the public domain through no fault of Buyer, • Any information which was in Buyer's possession prior to the time of receipt from Seller, was not previously disclosed to Seller by Buyer under any other 3 obligation of confidentiality, and the existence of which may be provable by Seller's prior written record, • Any information which subsequently conies into Buyer's possession and was not acquired by Buyer directly or indirectly from (i) Seller, (ii) sources under obligation of secrecy to Seller, or (iii) sources which require Buyer to hold in confidence, • Any information which was independently developed by Buyer without the knowledge of Seller's Confidential Information, and which may be proven by Buyer's prior written record, or • Any disclosure of Confidential Information made in response to a valid order of a court or other governmental body or any political subdivision thereof; provided, however, before making such disclosure pursuant to such order Buyer shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purpose for which the order was issued. Buyer shall return to Seller all documents, materials, writings, and other tangible embodiments of the Confidential Information, including any summaries, abstracts, and copies thereof, within ten days receipt of such written request, or immediately upon termination of this Agreement. 14. Non-Solicitation During the term of this Agreement and for a period of three (3) years after its expiration or termination, Buyer (and its owners and employees) shall not either directly or indirectly solicit any suppliers or employees of Seller, at any time prior to or subsequent to the date of this Agreement, either to purchase goods, or goods which compete with Seller's goods, or to become employed by a company other than Seller. Buyer acknowledges that a breach of its obligations under this Section and Section 13, would cause irreparable harm to Seller for which monetary damages alone would not be an adequate remedy, and full compliance with the provisions of this Agreement is necessary to protect the business and goodwill of the Seller. Buyer acknowledges and agrees that it enters into this Agreement of its free will and understanding. Accordingly, in the event of a breach or a threatened breach of this Agreement, Seller shall be entitled to the extent permissible under applicable law to obtain preliminary or permanent injunctive relief without the necessity of proving actual damages by reason of such breach or threatened breach, and a temporary restraining order shall be granted immediately without prior written notice of any other action. If Seller prevails in any suit or other proceeding to enforce this action or remedy or breach thereof, Buyer will pay Seller's reasonable attorneys fees and costs incurred in any such suit or proceeding. 15. Default Failure of Buyer to perform its obligations hereunder including, without limitation, payment in full of the purchase price for the goods, or the insolvency, bankruptcy, assignment for the benefit of directors, or dissolution, liquidation, or winding up of the business of Buyer, shall constitute a default under the Agreement. In such event, Seller may decline to make further shipments and terminate this Agreement, however, Seller's continuing to make shipments shall not constitute a waiver of such default, and Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code. If Seller resorts to a third party or to litigation in order to collect amounts owed hereunder, Buyer agrees to pay costs of collection, including attorney's fees, plus interest at the applicable statutory rate. 16. Force Majeure Seller shall not be required to perform its obligations under the Agreement, or be liable for its failure to perform if nonperformance is caused by and Act of God, war, civil disturbance, strike, work stoppage, transportation contingencies, shortages of labor, fuel, raw materials or machinery, power failures, laws, regulations, ordinances, acts or orders of any governmental agency or official thereof or any cause not within the control of Seller where Seller has exercised ordinary care, in the prevention thereof. Seller further reserves the right, in its full discretion, to allocate inventories and current production and to substitute suitable materials when, in its sole discretion, circumstances warrant such allocation or substitution. 17. Tooling Unless otherwise provided herein, all tools and dies, including without limitation, fixtures, gauges and assembly equipment manufactured for this Agreement, including the designs thereof; are Seller's property. If any tools and dies manufactured by Seller are to become Buyer's property, it must be specifically so provided in Seller's quotation or a separate Agreement agreed to by Seller. Any tools and dies, or any materials, tools, dies and other equipment furnished by Buyer to Seller, shall be at Buyer's sole risk and expense, and Seller shall not be liable for loss, damage, maintenance, repair or renewal, regardless of cause. 18. Assignment This Agreement is not assignable without prior written consent from Seller; any attempt to assign any rights, duties, or obligations which arise under the Agreement without such written consent shall be void. 19. Amendment This Agreement may only be changed or amended by writing, executed by an authorized representative of Seller and Buyer. 4 20. Export Compliance Buyer agrees that the terms and provisions of this Agreement are subject to strict compliance with the applicable laws, rules, and regulations of the United States, including, without limitation, the Export Administration Act, the Export Administration Regulation, the Arms Control Act, the ITAR, the Trading with the Enemy Act, the National Economic Powers Act, and the Foreign Asset Control Regulations as they may be amended and supplemented from time-to-time. 21. Customs Drawback Documents Upon Purchaser’s request, Supplier shall furnish promptly all documents required for customs drawback purposes, properly completed in accordance with government regulations applicable thereto. Unless otherwise stated herein, all customs drawback will be credited to the Purchaser. 22. Governing Law This Agreement shall be governed and enforced in accordance with the laws of the Commonwealth of Massachusetts. Any action for the breach of any term of the Agreement must be commenced by Buyer within one (1) year of the date of any cause of action arising from said breach. Any action brought on the Agreement or any addendum shall be brought only within the Commonwealth of Massachusetts. Disclaimer Last updated: March 23, 2024 Interpretation and Definitions Interpretation The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural. Definitions For the purposes of this Disclaimer: • Company (referred to as either "the Company", "We", "Us" or "Our" in this Disclaimer) refers to Smirky Gift, Novelty, and Souvenir Retailers LLC. • Service refers to the Website. • You mean the individual accessing the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. • Website refers to www.smirkyusa.net, accessible from www.smirkyusa.net Disclaimer The information contained on the Service is for general information purposes only. The Company assumes no responsibility for errors or omissions in the contents of the Service. In no event shall the Company be liable for any special, direct, indirect, consequential, or incidental damages or any damages whatsoever, whether in an action of contract, negligence or other tort, arising out of or in connection with the use of the Service or the contents of the Service. The Company reserves the right to make additions, deletions, or modifications to the contents on the Service at any time without prior notice. This Disclaimer has been created with the help of the Disclaimer Generator. The Company does not warrant that the Service is free of viruses or other harmful components. External Links Disclaimer The Service may contain links to external websites that are not provided or maintained by or in any way affiliated with the Company. Please note that the Company does not guarantee the accuracy, relevance, timeliness, or completeness of any information on these external websites. Errors and Omissions Disclaimer The information given by the Service is for general guidance on matters of interest only. Even if the Company takes every precaution to ensure that the content of the Service is both current and accurate, errors can occur. Plus, given the changing nature of laws, rules and regulations, there may be delays, omissions or inaccuracies in the information contained on the Service. The Company is not responsible for any errors or omissions, or for the results obtained from the use of this information. Fair Use Disclaimer The Company may use copyrighted material which has not always been specifically authorized by the copyright owner. The Company is making such material available for criticism, comment, news reporting, teaching, scholarship, or research. The Company believes this constitutes a "fair use" of any such copyrighted material as provided for in section 107 of the United States Copyright law. If You wish to use copyrighted material from the Service for your own purposes that go beyond fair use, you must obtain permission from the copyright owner. Views Expressed Disclaimer The Service may contain views and opinions which are those of the authors and do not necessarily reflect the official policy or position of any other author, agency, organization, employer or company, including the Company. Comments published by users are their sole responsibility and the users will take full responsibility, liability and blame for any libel or litigation that results from something written in or as a direct result of something written in a comment. The Company is not liable for any comment published by users and reserves the right to delete any comment for any reason whatsoever. No Responsibility Disclaimer The information on the Service is provided with the understanding that the Company is not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, it should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. In no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever arising out of or in connection with your access or use or inability to access or use the Service. "Use at Your Own Risk" Disclaimer All information in the Service is provided "as is", with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. The Company will not be liable to You or anyone else for any decision made or action taken in reliance on the information given by the Service or for any consequential, special or similar damages, even if advised of the possibility of such damages. Contact Us If you have any questions about this Disclaimer, you can contact Us: By email: mysmirky@yahoo.com or engage with our online chat. We will respond to you at the earliest opportunity. Severability If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid. Changes These Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Site and the way we expect users to behave on our Site. We will notify users by email of changes to these Terms and Conditions or post a notice on our Site. Contact Details Please contact us if you have any questions or concerns. Our contact details are as follows: mysmirky@yahoo.com or engage with our online chat. We will respond to you at the earliest opportunity. You can also contact us through the feedback form available on our Site. Effective Date: 4th day of April 2024 ©2002-2024 LawDepot.com®