Effective date: July 9, 2026 — Version 1.0
These Standard Terms and Conditions of Sale (these “Terms”) apply to every quote, estimate, purchase order, order confirmation, and invoice for goods sold by Hippy Feet, GBC, a Minnesota general benefit corporation (“Seller”), to any business purchaser (“Buyer”). Together with the applicable quote or order confirmation, these Terms form the complete agreement between the parties (the “Agreement”).
1. Acceptance; no signature required
Buyer accepts these Terms and forms a binding contract by doing any of the following, whichever occurs first: (a) sending Seller a written or electronic confirmation of an order, including by email; (b) issuing a purchase order referencing a Seller quote; (c) paying any deposit or invoice, in whole or in part; or (d) accepting delivery of the goods. No handwritten signature is required. Each party agrees that contracts may be formed and signed electronically, and that an email sent by a party or its representative — including a typed name, email signature block, or the sending email address itself — constitutes that party’s signature under the federal E-SIGN Act, 15 U.S.C. § 7001 et seq., and the Minnesota Uniform Electronic Transactions Act, Minn. Stat. ch. 325L.
2. Email purchase orders
An email from Buyer confirming an order — including quantity, design, price, or shipping details — is a valid and sufficient purchase order and a binding commitment to purchase, whether or not it is labeled a “purchase order.” Buyer represents that any person placing or confirming an order by email on Buyer’s behalf is authorized to bind Buyer.
3. Order confirmations; deemed acceptance between merchants
Seller may send Buyer a written order confirmation summarizing the order. Both parties are merchants under Article 2 of the Uniform Commercial Code as adopted in Minnesota (Minn. Stat. ch. 336). If Buyer does not deliver written objection to the contents of an order confirmation within ten (10) days of receipt, the confirmation is binding on Buyer in accordance with Minn. Stat. § 336.2-201(2).
4. Order contents
Each order shall specify: (a) quantity, including size breakdown where applicable; (b) product style and design, by reference to the artwork, proof, or colormap approved by Buyer; (c) unit price and order total, or reference to a Seller quote stating them; (d) shipping address; (e) requested delivery date or window; and (f) any special packaging, labeling, or fulfillment instructions. If an order omits a term, the corresponding term in Seller’s quote applies; terms not addressed in either document are supplied by these Terms and the Uniform Commercial Code.
5. Quotes
Quotes are valid for thirty (30) days from the date issued unless the quote states otherwise. Pricing assumes the quantities, designs, and specifications stated in the quote; material changes may require a revised quote.
6. Artwork and proof approval
Production will not begin until Buyer approves the final design proof or colormap in writing (email is sufficient). Buyer is responsible for reviewing proofs for accuracy, including spelling, colors, logos, and layout. Goods produced in conformance with an approved proof are conforming goods, and Buyer may not reject them on the basis of design elements shown in the approved proof.
7. Custom goods; cancellations and changes
The goods are custom-manufactured to Buyer’s specifications and are not suitable for sale to others in the ordinary course of Seller’s business, within the meaning of Minn. Stat. § 336.2-201(3)(a). Orders may not be cancelled after Buyer approves the final proof or Seller begins production or procurement, whichever is earlier. If Buyer cancels before that point, Buyer shall reimburse Seller for costs actually incurred. Change requests after proof approval are effective only if accepted by Seller in writing and may adjust price and delivery dates.
8. Price and payment
Prices are as stated in the applicable quote or order confirmation and are exclusive of taxes, duties, and shipping unless stated otherwise. Unless different terms appear on the invoice, payment is due net thirty (30) days from the invoice date. Seller may require a deposit before production. Past-due amounts bear interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less. Buyer shall reimburse Seller’s reasonable costs of collection, including court filing fees and reasonable attorney fees.
9. Delivery; risk of loss; inspection
Delivery dates are good-faith estimates, and Seller is not liable for delays caused by carriers, suppliers, or events beyond its reasonable control. Unless otherwise agreed in writing, shipping terms are FOB Seller’s facility, and title and risk of loss pass to Buyer upon Seller’s delivery of the goods to the carrier. Buyer shall inspect goods promptly and must report any shortage, damage, or nonconformity in writing within ten (10) business days of delivery; goods not rejected within that period are deemed accepted.
10. Returns and remedies for nonconforming goods
Because the goods are custom-made, they are not returnable except for nonconformity with the approved proof or defects in materials or workmanship. For goods properly rejected under Section 9, Seller will, at its option, repair or replace the nonconforming goods or refund the price paid for them. This is Buyer’s exclusive remedy for nonconforming goods.
11. Warranty disclaimer; limitation of liability
Seller warrants that the goods will conform in all material respects to the approved proof and will be free from defects in materials and workmanship. EXCEPT AS STATED IN THIS SECTION, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND SELLER’S TOTAL LIABILITY ARISING OUT OF ANY ORDER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY BUYER FOR THAT ORDER. Nothing in this Section limits Buyer’s obligation to pay for goods ordered.
12. Governing law; venue; jurisdiction
The Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties agree that the exclusive venue for any dispute arising out of or relating to the Agreement is the state or federal courts located in Hennepin County, Minnesota, including, for claims within its jurisdictional limits, the conciliation court of Hennepin County. Each party consents to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.
13. Buyer’s terms rejected
These Terms control over any conflicting or additional terms in Buyer’s purchase order, vendor forms, portal terms, or other documents, all of which are expressly rejected and are not part of the Agreement unless Seller expressly accepts them in a writing signed (including by email) by Seller. Seller’s acceptance of any order is expressly conditioned on Buyer’s assent to these Terms.
14. Retail orders excluded
Retail orders placed through the checkout at hippyfeet.com are governed by the Site’s Terms of Service, not these Terms. These Terms govern custom, wholesale, and bulk orders placed by quote, email, purchase order, or invoice.
15. Attorney fees
If Seller brings any action, claim, or proceeding (including in conciliation court) to enforce the Agreement or to recover amounts owed under it, and Seller prevails in whole or in part, Buyer shall pay Seller’s reasonable attorney fees, court and filing costs, and other expenses of enforcement and collection, in addition to any other relief awarded. This Section survives termination of the Agreement and payment of any judgment.
16. General
The Agreement is the entire agreement between the parties regarding its subject matter and supersedes prior discussions. It may be amended only in a writing agreed to by both parties (email is sufficient). If any provision is unenforceable, the remainder stays in effect. A party’s failure to enforce a provision is not a waiver. Buyer may not assign the Agreement without Seller’s written consent. Notices may be given by email to the addresses used in the transaction.
