Effective date: October 21, 2026 — Version 1.1
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, approved proof, 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. Both parties are merchants under Article 2 of the Uniform Commercial Code as adopted in Minnesota (Minn. Stat. ch. 336).
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 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. If an order conflicts with Seller’s quote or order confirmation, Section 12 controls.
4. Quotes
Quotes are valid for thirty (30) days from the date issued unless the quote states otherwise. Unless a quote states a fixed shipping price, any shipping amount in the quote is an estimate. Buyer shall pay Seller’s actual shipping costs, even if they exceed the estimate. This includes the cost of any expedited delivery, split shipment, or special handling that Buyer requests. Pricing assumes the quantities, designs, and specifications stated in the quote; material changes may require a revised quote.
5. 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.
Buyer represents and warrants that it owns or otherwise has the right to use all artwork, logos, trademarks, and other materials it submits to Seller for use in producing the goods. Buyer shall indemnify, defend, and hold Seller harmless from any third-party claim, loss, liability, or expense, including reasonable attorney fees, arising out of Seller’s use of those materials in accordance with Buyer’s instructions.
Buyer understands and agrees that a digital proof may render differently depending on the size and materials of the product. For example, a digital rendering of the proof on a large pair of socks may be shrunk or cropped on a small pair of socks depending on manufacturer capabilities. Because the goods are knitted, fine lines, small text, and color shading may also shift in production. While Seller will strive to deliver socks with precise and proportional renderings of the digital proofs, Buyer understands and accepts that variations of this kind may occur and are not a Nonconformity under Section 9 of this Agreement.
A “Seller Design” is any design, mockup, proof, or colormap that Seller creates for Buyer, other than the materials Buyer submits. Seller owns each Seller Design, including the copyright, until Buyer either purchases goods produced from that Seller Design or pays Seller’s design fee for it (the “Design Fee”). Buyer keeps ownership of the materials it submits, including its logos and trademarks, even when they appear in a Seller Design. Seller keeps its production files in all cases. Buyer may resell and promote goods that Seller produces. Until ownership transfers, Buyer may not copy or modify a Seller Design, or have any version of it made by anyone other than Seller, unless Buyer first pays the Design Fee for that design. The Design Fee is the amount stated in the applicable quote or, if none is stated, $200 per design. If Buyer uses a Seller Design in violation of this paragraph, Buyer shall pay the Design Fee upon invoice. The parties agree that the Design Fee is a reasonable measure of the value of Seller’s design work, which Seller normally recovers through its production pricing. When Buyer purchases goods produced from a Seller Design, or Seller receives the Design Fee for it, Seller assigns its rights in that Seller Design to Buyer and will confirm the assignment in writing on request. A written request for Seller to create a design is acceptance of these Terms as to that design work, even if Buyer never places an order.
6. 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. If Buyer attempts to cancel or refuses an order after that point, Buyer remains responsible for the full order price, less any costs Seller saves by stopping work. Change requests after proof approval are effective only if accepted by Seller in writing and may adjust price and delivery dates.
7. 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 3% per month (36% 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.
Seller may suspend production or shipment, or require full or partial prepayment, if any invoice is past due or Seller reasonably believes Buyer’s credit has become impaired. Buyer must notify Seller in writing of any disputed amount within ten (10) days of invoice; undisputed amounts remain due. Seller may apply payments to the oldest outstanding invoices and may set off deposits against unpaid amounts or costs resulting from Buyer’s breach.
8. 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 (a “force majeure” event). 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 upon receipt. To claim a shortage, damage, or nonconformity, Buyer must, within ten (10) business days of delivery, deliver written notice to Seller that includes: (a) a description of the claimed Nonconformity; (b) the applicable order or invoice number; (c) photographs showing the claimed defect; and (d) if requested by Seller, physical samples of the affected units, returned at Seller’s direction. A notice lacking this information is not a valid rejection. Goods not properly rejected within this period are deemed accepted.
9. Returns and remedies for nonconforming goods
Because the goods are custom-made, they are not returnable except for Nonconformity as defined below.
“Nonconformity” means the goods materially fail to match the approved proof, the order specifications, or the applicable size breakdown, or contain a defect in materials or workmanship. Nonconformity does not include: (a) dissatisfaction with fit, comfort, or sizing where the goods match the sizes and specifications in the approved order or proof; (b) variations in color, texture, or dimensions within Seller’s standard manufacturing tolerances, or the rendering variations described in Section 5; or (c) damage or alteration occurring after delivery. Buyer understands that the products are knitted and variations in proof renderings may occur or be required for production.
For goods properly rejected under Section 8, Seller will inspect the claim and, within a reasonable time not to exceed thirty (30) days after receiving Buyer’s notice, at its option, repair or replace the nonconforming goods or refund or credit the price paid for those goods. This is Buyer’s exclusive remedy for nonconforming goods. If Seller’s inspection reasonably shows that the goods have no Nonconformity, the goods are deemed accepted, and Buyer shall reimburse Seller’s reasonable costs of inspection and return shipping.
10. Warranty disclaimer; limitation of liability
Seller warrants that the goods will conform in all material respects to the approved proof and order specifications, subject to the variations permitted in Sections 5 and 9, 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 obligations to pay for goods ordered or amounts owed under Sections 6, 7, and 14, or to indemnify Seller under Section 5.
11. 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.
12. 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. In case of conflict, the following control in order: (1) a mutually executed amendment expressly modifying these Terms; (2) Seller’s order confirmation; (3) Seller’s quote; (4) the approved proof/colormap for design specifications only; (5) these Terms; and (6) the order details in Buyer’s order described in Section 3.
13. Retail orders excluded
Retail orders placed through the checkout at hippyfeet.com (the “Site”) 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.
14. 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.
15. 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. Seller may update these Terms from time to time. The version in effect when an order is placed governs that order. Prior versions of these Terms, with the dates each was in effect, are available at hippyfeet.com/pages/b2b-terms-of-sale-archive.
Seller may use subcontractors in manufacturing and logistics but remains responsible for performance.
16. Termination
Either party may terminate any order or these Terms for material breach not cured within thirty (30) days after receipt of notice. Either party may terminate immediately upon the other party’s insolvency, bankruptcy filing, or cessation of business. Termination does not affect accrued rights or obligations.
