Effective Date: January 1, 2025
Welcome to Free Lance Sales, Ltd. d.b.a. FLS Banners (“we,” “us,” or “Company”). By accessing or using our website (“Site”), placing an order, or otherwise engaging with our services, you (“Buyer,” “Customer,” or “you”) agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, you may not access or use the Site or our services.
1.1 Binding Agreement: These Terms constitute a legally binding agreement between you and Free Lance Sales, Ltd.. By using our Site or placing an order, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our [Privacy Policy] and any additional terms and conditions referenced herein.
1.2 Eligibility: You represent and warrant that you are at least the age of majority in your jurisdiction and have the legal capacity and authority to enter into this agreement on behalf of yourself or any entity you represent.
2.1 Quoted Prices: All prices are quoted net and do not include any local, state, or federal taxes unless otherwise specified. Any applicable taxes, fees, duties, or charges will be the responsibility of the Buyer.
2.2 Conditional on Artwork: Quoted prices assume the Buyer provides artwork/design files in compliance with any instructions or specifications provided by us. Any additional design or editing work that exceeds one (1) hour of labor time will be billed at our current hourly rate.
2.3 Updates and Changes: We reserve the right to update pricing without prior notice. If pricing changes after your order is placed, the price in effect at the time of order confirmation will generally be honored, unless otherwise agreed in writing.
3.1 Order Placement: Orders must be placed via our Site, email, or through an authorized representative. By placing an order, you acknowledge that all information you provide is accurate, complete, and up to date.
3.2 Production Time:
Digital Printing: Typically ranges from three (3) business days to two (2) weeks from the time we receive the final approved artwork.
Screen Printing: Typically ranges from two (2) to four (4) weeks from the time we receive final approved artwork.
Note: These are estimates only and may vary based on order volume, material availability, and other factors. Rush services may be available upon request at an additional charge.
3.3 Proofs and Approvals:
Proof Submission: At your request, we will provide proofs for your review. It is your responsibility to carefully review all details, including layout, spelling, color, image placement, and proportion.
Liability for Errors: We are not liable for any errors in the final product if those errors were contained in the proof approved by the Buyer or if the Buyer declined to request a proof.
Color Variations: We make reasonable efforts to match colors, but due to the nature of printing technologies and screen calibration, exact color matching cannot be guaranteed. We disclaim any liability for color or density variances between screen proofs and the final printed product.
4.1 FOB Point: All shipments are F.O.B. our plant in [Sturgeon Bay, Wisconsin], unless otherwise agreed.
4.2 Risk of Loss: All goods are shipped at the expense and risk of the Buyer. We are not liable for damages, losses, or delays once the goods leave our facility.
4.3 Shipping Costs: Buyer is responsible for all shipping, handling, and packaging costs. These may be quoted upon request; however, final shipping costs may differ and will appear on the invoice.
4.4 Partial Deliveries: We reserve the right to make partial deliveries and invoice for the items delivered.
4.5 Accuracy of Delivery Information: It is the Buyer’s responsibility to provide complete and accurate shipping information. Any additional charges resulting from inaccurate or incomplete address information will be charged to the Buyer.
5.1 Inspection Period: We strongly recommend that you inspect your goods immediately upon receipt.
5.2 Claims: All claims regarding quality or quantity must be submitted in writing within five (5) days of receipt. If no claim is made within that time, the goods will be deemed accepted, and you waive any right to dispute them.
5.3 Quantity Variation: Buyer agrees to make no claim for damages if the quantity delivered is within 10% of the quantity specified. A credit will be issued for any shortfall; any excess (up to 10%) may be invoiced accordingly.
5.4 Size Variation: Deviations in width or length of up to 7% are deemed acceptable, as minor variations can be unavoidable due to technical production procedures.
6.1 Custom Printed Items: All sales on custom-printed products are final and non-returnable unless there is a confirmed defect in workmanship or materials attributable to us.
6.2 Authorization: Returns must be authorized in writing. To obtain an RMA (Return Merchandise Authorization) number, contact FLS Banners customer service. Unauthorized returns may be refused or subject to additional handling fees.
6.3 Remedies: Upon inspection, if we determine there is a valid defect in workmanship or materials, we may, at our sole discretion:
Repair the item at our expense,
Replace the item at our expense, or
Issue a refund or credit to the Buyer for the purchase price (less any shipping costs).
6.4 Hardware Restocking Fees: Undamaged and unused hardware (e.g., stands, frames) may be returned with prior authorization and is subject to a restocking fee, which will be disclosed at the time of return approval.
6.5 Care and Assembly Instructions: Failure to follow recommended care or assembly instructions voids any warranty or guarantee. If the goods are altered, processed, or otherwise put into operation by the Buyer, no warranty or guarantee applies.
7.1 Accepted Methods: All orders must be prepaid by check, credit card, or bank transfer unless credit terms are established. We accept all major credit cards.
7.2 Credit Terms: Buyers seeking terms must complete our credit application. If approved, and unless otherwise agreed, the Buyer agrees to pay all invoices within thirty (30) days of product completion.
7.3 Late Payments: Invoices not paid within their due date may incur late fees or interest charges as permitted by law. We reserve the right to suspend or cancel future shipments if an account is past due.
7.4 Default: If you default on any payment, you agree to pay all costs of collection, including court costs and reasonable attorneys’ fees, to the extent permitted by law.
8.1 Change Requests: Once the order approval documents have been signed and returned, no changes to the order can be made. Production commences promptly upon receipt of all required approvals.
8.2 Cancellation Policy: Except for cancellation due to our default, you may not cancel an order without our prior written consent. If we agree to a cancellation, you must pay:
The contract price for all completed goods, and
Any expenses incurred for labor, materials, or commitments made for goods not yet produced at the time of cancellation.
9.1 Ownership of Designs: All artwork, designs, and content submitted by you remain your property. By submitting artwork or designs to us, you represent and warrant that you have all necessary rights and permissions to use such artwork and authorize us to use it for the purpose of fulfilling your order.
9.2 Company’s Use of Artwork: Unless otherwise instructed in writing, you grant us a limited, non-exclusive license to use the artwork for promotional purposes (e.g., samples, portfolio, etc.).
9.3 Trademarks and Copyrights: The Site and all related materials, including but not limited to text, graphics, logos, icons, images, and software, are owned or licensed by Free Lance Sales, Ltd. and are protected under applicable intellectual property laws. You may not use, reproduce, distribute, or modify any of our intellectual property without our explicit written consent.
10.1 Limited Warranty on Goods: We warrant that the goods will conform in all material respects to the specifications agreed upon in writing. This limited warranty only applies to the original Buyer and is non-transferable.
10.2 Disclaimer of Other Warranties: EXCEPT AS SET FORTH IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL GOODS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.3 No Guarantee of Continuous Access: We do not guarantee continuous, uninterrupted, or secure access to the Site. Operation of our Site may be subject to interference from numerous factors outside our control.
11.1 Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, FLS BANNERS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM
(A) YOUR USE OF OR INABILITY TO USE OUR PRODUCTS OR SERVICES;
(B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN.
(C) ANY ERRORS OR OMISSIONS IN OUR PRODUCTS OR SERVICES.
11.2 Cap on Liability: IN NO EVENT SHALL FLS BANNERS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE PRODUCTS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCTS OR SERVICES AT ISSUE.
11.3 State-Specific Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS FLS BANNERS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, OR DEBT, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED TO:
(A) YOUR BREACH OF THESE TERMS OR VIOLATION OF ANY LAW;
(B) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT;
(C) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHT, TRADEMARK, SERVICE MARK, PRIVACY RIGHT, OR OTHER PERSONAL OR PROPRIETARY RIGHT; OR
(D) THE CONTENT OR MATERIALS YOU PROVIDE FOR PRINTING (INCLUDING ANY CONTENT DEEMED SCANDALOUS). YOU REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY RIGHTS TO THE CONTENT YOU SUBMIT FOR PRINTING AND THAT SUCH CONTENT DOES NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY OR CONTRAVENE APPLICABLE LAW.
We shall not be liable for any failure or delay in performance under these Terms when such failure or delay is due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, strikes, war, terrorism, shortages of materials, or any other force majeure event.
14.1 Governing Law: These Terms and any dispute arising under or relating to these Terms or our Site shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law provisions.
14.2 Venue: Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal or state courts located in Door County, Wisconsin. You consent and submit to the personal jurisdiction of such courts.
14.3 Attorneys’ Fees: In the event of any legal proceeding between the parties arising out of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs.
We may update or modify these Terms at any time by posting a new version on our Site. The effective date of the revised Terms will be indicated at the top of this document. Your continued use of our Site or services after such changes go into effect constitutes acceptance of the revised Terms.
16.1 Entire Agreement: These Terms, together with any other legal notices and agreements referenced herein, constitute the entire agreement between you and us concerning the subject matter hereof, and supersede all prior or contemporaneous communications.
16.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
16.3 No Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
16.4 Assignment: You may not assign these Terms or any rights or obligations herein without our prior written consent. We may freely assign our rights and obligations under these Terms.
If you have any questions or concerns about these Terms, your order, or anything else related to our Site, please contact us at:
Company Name: Free Lance Sales, Ltd.
Address: 254 Louisiana St, Sturgeon Bay, WI 54235
Phone: 920-743-3353
Email: contact@flsbanners.com
By using our Site or placing an order, you acknowledge that you have read and agree to these Terms and Conditions.