1. Validity
These Terms and Conditions (these “Terms”) apply to all offers, deliveries, services, contracts concluded, and sales made by Red Rover Promotions, Inc. (“Red Rover”) in connection with the sale of the goods (the “Goods”) and the provisions of services (“Services”) set forth on the Order Confirmation (as defined below) to the buyer named on the Order Confirmation (the “Buyer”). By placing an order or accepting an offer, the Buyer acknowledges and expressly agrees to these Terms, and the person signing any Order Confirmation for the Buyer is authorized to act on the Buyer’s behalf and bind the Buyer to these Terms.
The accompanying order confirmation (the “Order Confirmation“) and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Red Rover expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Order Confirmation by Buyer is a prerequisite to the purchase of the Goods and Services and shall operate as an acceptance of these Terms which are expressly incorporated into the Order Confirmation. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services (“Master Agreement”), then the Master Agreement shall prevail to the extent of any inconsistency with these Terms.
Our offers are non-binding. A contract is only effective upon Order Confirmation, dispatch of delivery, or commencement of Service. Amendments and supplements are valid only if confirmed in writing by an authorized representative of each party.
2. Goods and Services
Red Rover shall provide the Goods and/or Services to Buyer as set forth in the applicable Order Confirmation. Buyer shall (i) respond promptly to any reasonable requests from Red Rover for instructions, information, or approvals required by Red Rover to deliver the Goods or provide the Services and (ii) take all steps necessary, including obtaining any required licenses or consents, to prevent Buyer-caused delays in Red Rover’s delivery of the Goods or provision of the Services.
3. Prices
Buyer shall purchase the Goods and/or Services from Red Rover at the prices (“Prices”) set forth in the Order Confirmation. Unless otherwise agreed in the applicable Order Confirmation, Prices are in U.S. Dollars and Goods are sold on an Ex Works (EXW) basis under Incoterms® 2020 Rules and do not include packaging, transportation, insurance, tariffs, duties, or other similar costs, which are the responsibility of the Buyer. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, tariffs or other duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Such taxes or fees, if any, are to be paid by Buyer, or in lieu thereof, the Buyer shall provide Red Rover with a tax exemption certificate to the taxing authorities. Buyer shall be responsible for all such charges, costs, and taxes; provided that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Terms of Payment
Unless otherwise agreed in the applicable Order Confirmation, payment must be made within net thirty (30) days from the date of invoice, without deductions or bank charges. A discount is only granted if expressly agreed in writing. Unless otherwise agreed in the applicable Order Confirmation, orders over $25,000 require a 50% advance payment within fourteen (14) days of Order Confirmation, with the remainder due within thirty (30) days of the invoice date. Red Rover reserves the right to require pre-payment in its sole discretion.
Buyer shall pay interest on all late payments at the lesser of (i) the rate of 1.5% per month or (ii) the highest rate permissible under applicable law. Buyer shall reimburse Red Rover for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Red Rover does not waive by the exercise of any rights hereunder), Red Rover shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.
5. Delivery Period
The Goods will be delivered within the delivery period specified in the Order Confirmation. The delivery period begins with the date of order confirmation. Unless otherwise specified in the Order Confirmation, delivery dates given by Red Rover are estimates only and are subject to shipping variations and requirements. Unless otherwise agreed in an Order Confirmation, delivery is considered met when Goods are available for collection or handed over to a carrier, in accordance with EXW under the Incoterms® 2020 Rules. Force majeure events, such as war or strikes, may extend the delivery period.
6. Packaging and Shipment; Title and Risk of Loss; Insurance
Unless the Buyer provides Red Rover with written instructions regarding packaging and shipment, Red Rover shall determine the packaging and shipment methods based on industry standard for the applicable good. Unless otherwise agreed in the applicable Order Confirmation, title to the Goods passes to the Buyer upon full payment. Risk of loss passes to the Buyer upon transfer of Goods to the carrier or upon leaving Red Rover premises. If shipment is delayed for reason outside Red Rover’s control, then the risk shall transfer to the Buyer on the day the Goods are ready for shipment. Goods are not insured by Red Rover during shipment unless the Buyer has expressly requested insurance coverage and agreed to cover the additional expense. Red Rover expressly waives responsibility for, and disclaims liability for, any insurance coverage obtained.
7. Inspection and Returns
Buyer shall inspect the Goods upon receipt (“Inspection Period“). Buyer will be deemed to have accepted the Goods unless it notifies Red Rover in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as required by Red Rover.
“Nonconforming Goods” means only the following: product shipped is different than identified in the Order Confirmation or mutually agreed upon by the parties in writing. If Buyer timely notifies Red Rover of any Nonconforming Goods, Red Rover shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith. Buyer shall ship the Nonconforming Goods to the address provided by Red Rover after notice of any Nonconforming Goods. If Red Rover exercises its option to replace Nonconforming Goods, Red Rover shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer the replaced Goods.
Buyer acknowledges and agrees that the remedies set forth in this section are Buyer’s exclusive remedies for Nonconforming Goods. Red Rover’s Goods are sourced on a per-order basis and are not interchangeable with other Goods. Accordingly, except as provided above, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Red Rover.
8. Term, Termination, and Survival
The term of this Agreement shall be for as long as the later of (i) the Service or (ii) the acceptance of a delivery of the Goods under the applicable Order Confirmation.
Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party“) if the Defaulting Party: (i) materially breaches this Agreement, and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such material breach is incapable of cure; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) is dissolved or liquidated or takes any corporate action for such purposes; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this Section, Red Rover may terminate this Agreement before the expiration date of the Term on written notice if Buyer fails to pay any amount when due hereunder.
The rights and obligations of the parties set forth in this Section, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
9. Warranty and Liability
Red Rover does not manufacture, inspect, or warrant the Goods offered for sale. All Goods are supplied by third-party manufacturers or vendors and are subject solely to the warranties, if any, provided by those third parties.
Red Rover warrants that it shall perform the Services in accordance with the terms and subject to the conditions set out in this Agreement. Red Rover’s sole and exclusive liability and Buyer’s sole and exclusive remedy for breach of this Service warranty shall be as follows (i) Red Rover shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Red Rover cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Buyer’s written notice of such breach, Buyer may, at its option, terminate the Agreement by serving written notice of termination to Red Rover; (ii) in the event the Agreement is terminated pursuant this Section above, Red Rover shall within thirty (30) days after the effective date of termination, refund to Buyer any fees paid by the Buyer as of the date of termination for the Service or Deliverables (as defined below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis; (iii) the foregoing remedy shall not be available unless Buyer provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable by Buyer.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, RED ROVER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RED ROVER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
IN NO EVENT SHALL RED ROVER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. RED ROVER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO RED ROVER FOR THE GOODS AND/OR SERVICES GIVING RISE TO THE CLAIM.
10. No Liability for Force Majeure and External Events
Red Rover shall not be liable for materials, equipment, installations, or shipments that are damaged or rendered nonconforming as a result of terrorism, war, regional conflict, criminal attacks, burglary, jailbreak, vandalism, sabotage, industrial or infrastructure accidents, overload, natural disasters, environmental damage, or similar threats and dangers at any time, whether before, during or after delivery or installation. These threats and dangers are inherently unpredictable in time, location and intensity.
11. Intellectual Property Rights
Each party retains all right, title, and interest in and to its respective intellectual property, including but not limited to patents, trademarks, copyrights, and trade secrets, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to the Goods and all documents, work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Red Rover in the course of performing the Services (collectively, the “Deliverables“). Subject to any third party terms associated with the Service, Red Rover hereby grants Buyer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Buyer to make reasonable use of the Deliverables and the Services. Except as expressly set forth in this Section, nothing in this agreement shall be construed as transferring or granting any rights, licenses, or interests in the intellectual property of one party to the other, except as expressly provided in writing.
12. Third-Party Products
Red Rover may offer or make available products, services, or content manufactured, provided, or owned by third parties (“Third-Party Products”). Red Rover does not control, endorse, or assume any responsibility for any Third-Party Products, including their accuracy, quality, reliability, or suitability. All purchases, use, or reliance on Third-Party Products are solely at Buyer’s own risk and subject to the applicable third-party terms and conditions. Red Rover makes no warranties, express or implied, with respect to any Third-Party Products and disclaims all liability arising from or relating to such Third-Party Products.
13. Confidentiality and Non-Disclosure
Each party (the “Receiving Party”) agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other party (the “Disclosing Party”) in connection with this agreement (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source that was not legally or contractually restricted from disclosing such information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any of the Disclosing Party’s Confidential Information.
Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or to the extent necessary to perform obligations under this agreement.
The obligations of confidentiality shall survive the termination or expiration of this agreement.
14. Governing Law
These Terms shall be governed by the laws of the State of Washington, United States, excluding its conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any legal suit, action, or proceeding arising out of these Terms or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in Skagit County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.
15. Export Control Compliance
Buyer agrees to comply with all applicable export control laws and regulations, including but not limited to the U.S. Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).
Buyer shall not export, re-export, or transfer any Goods, technology, or services provided under this agreement to any country, entity, or individual prohibited by applicable law.
16. Entire Agreement
If any provision of these Terms and Conditions is found to be invalid, the remaining provisions shall remain in full force and effect. An invalid provision shall be replaced by a valid provision that closely approximates the intent of the original.
17. Version
These Terms and Conditions are effective as of October 14, 2025.