1. Orders
An order is confirmed when we receive written approval (email is fine) and any required deposit or digital production proof approval.

2. Pricing & Taxes
Prices are in CAD and exclude applicable taxes unless noted. Shipping, duties, and rush fees are extra unless specifically included in the quote.

3. Payment Terms
Payments are due NET 30 from invoice date unless otherwise agreed in writing. A processing fee will be charged on all invoices paid by credit cards. We accept credit cards, cheque, and EFT for payment.

4. Digital Production Proof Approval
Customer is responsible for final approval of digital proofs. Once the digital production proof approval is approved, we are not responsible for errors in spelling, layout, colors, or content.

5. Production & Delivery
Production timelines begin after proof approval and receipt of payment/deposit (if required). Delivery dates are estimates. Any international shipping, duties and brokerage charges will be billed after the delivery date. We are not liable for delays caused by shipping carriers, suppliers, customs, or events outside our control.

6. Pre-Production Proof
Pre-production proofs will be provided on all orders that are not on a rush basis.

7. Samples
Samples are available on request and may be billed unless stated otherwise. Sample costs may be credited toward a full order if agreed in advance. Samples must be returned within 30 days, unless otherwise agreed to in writing.

8. Returns
Returns are only accepted for goods that are materially defective or do not match the approved proof and agreed specifications due to our error.

• If there is a verified error on our part, we will, at our option, replace, re-make, or refund the affected goods.
• All claims must be submitted in writing within 10 business days of delivery.
• No returns will be accepted for issues approved in proofs, normal industry variations in color/material/print, or errors in customer-provided materials.

9. Order Variations
Minor variations in color, size, placement, or material are industry-standard and not considered defects. Unless otherwise agreed, quantity may vary by up to 5% over or under and will be invoiced accordingly.

10. Ownership & Risk
Goods remain our property until paid in full. Risk of loss transfers to the customer upon delivery to the shipping carrier unless otherwise stated.

11. Limitation of Liability
Our liability is limited to the price paid for the goods affected. We are not liable for indirect or consequential losses (e.g., lost profits, missed events).

12. Trademarks and Intellectual Property
(a) Buyer Materials. Any logos Any logos, trademarks, brand elements, artwork, text, designs, or other materials provided or approved by the Buyer (collectively, “Buyer Materials”) remain the Buyer’s property.

(b) Limited License Grant. The Buyer grants Ace a limited, non-exclusive, non-transferable, royalty-free license to use the Buyer’s trademarks and other Buyer Materials solely as reasonably necessary to (i) prepare proofs, pre-production proofs, samples, and mockups, (ii) manufacture, decorate, and supply the goods, and (iii) fulfill and service the order, during the term of the applicable order.

(c) Buyer Representations and Warranty. The Buyer represents and warrants that it owns, or otherwise has secured, all rights, permissions, and consents necessary to provide the Buyer Materials and to grant the license in Section 12(b), and that Ace’s permitted use of the Buyer Materials will not infringe or misappropriate any third-party rights.

13. Indemnification
The Buyer shall defend , indemnify and hold harmless Ace, its affiliates and their respective directors, officers, employees and agents from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of any third-party claim, or any indirect claim, alleging that any of the goods or Buyer materials (including the Buyer’s trademarks) or Ace’s permitted use of them in connection with the order infringes or misappropriates any intellectual property or other proprietary right, or arising from the Buyer’s breach of these Terms and Conditions.

14. Cancellation / Changes
Orders may not be cancelled or changed once production has started. If cancellation is approved
before production, customer is responsible for any costs already incurred (including setup, proof, or supplier charges).

15. Non-Reliance
Neither Ace nor any person on Ace’s behalf has made or makes any express or implied representation, warranty or condition whatsoever, either oral or written, including any implied conditions or warranties of merchantability, fitness for a particular purpose, title, or non-infringement, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed.

16. Governing Law
These Terms & Conditions and any order are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties attorn to the exclusive jurisdiction of the courts located in Ontario, Canada.

17. Severability; Waiver
If any provision is held invalid or unenforceable, it will be severed and the remaining provisions will remain in full force. A waiver must be in writing and is effective only for the specific instance stated.

18. Entire Agreement; Order of Precedence
These Terms & Conditions, together with the applicable quote and approved proofs, constitute the entire agreement regarding the order and supersede prior discussions. If there is a conflict, the order of precedence is: (i) the quote or written agreement signed by Ace and the Buyer, (ii) approved proofs and specifications, and (iii) these Terms & Conditions.

19. Notices; Electronic Communications
Notices may be provided by email or other written communication to the addresses provided by the parties. The Buyer agrees that approvals and communications by email (including proof approvals) are valid and binding.