Terms of service

Retail Partner Accounts and B2B Orders

Indigo Origins Sourcing is intended for approved businesses purchasing products for resale or other legitimate commercial purposes. Submission of a Retail Partner Application does not guarantee approval or access to partner products, pricing or ordering.

Each approved Retail Partner is responsible for maintaining accurate company, contact, billing, shipping and tax information. Account access is specific to the approved business and its authorized representatives and may not be shared with another business.

Orders submitted through a Retail Partner Account are requests for review and are not accepted automatically. Indigo Origins may confirm product availability, minimum quantities, customization details, pricing, deposits, production estimates, shipping arrangements and other applicable terms before accepting an order. An order becomes binding only after Indigo Origins issues written confirmation or an approved invoice and receives any required deposit or payment.

Partner pricing and suggested retail prices may change before an order is accepted. Any suggested retail price is provided for reference only, and each Retail Partner remains responsible for setting its own resale prices in accordance with applicable law.

Retail Partners are responsible for providing valid resale or tax-exemption documentation when applicable. The Retail Partner is responsible for taxes, duties, customs charges or other amounts not collected by Indigo Origins at checkout unless otherwise confirmed in writing.

Indigo Origins may decline an order, limit quantities, suspend ordering privileges or close a Retail Partner Account if information is inaccurate, payment obligations are not met, account access is misused or these Terms are violated.

Made-to-Order and Custom Products

Many products offered through Indigo Origins Sourcing are made or customized after an order is accepted. Production begins only after Indigo Origins confirms the order details and receives any required deposit or payment.

Before production begins, the Retail Partner is responsible for reviewing and approving all applicable details, including products, quantities, sizes, colors, materials, trims, edging, personalization, packaging, labeling and shipping instructions. Indigo Origins is not responsible for errors contained in specifications approved or supplied by the Retail Partner.

Requests to change an order after approval may not be possible. If a change can be accommodated, it may result in additional charges, revised minimum quantities or extended production time. No change is effective unless confirmed by Indigo Origins in writing.

Production and delivery dates are estimates rather than guarantees. Timing may be affected by artisan capacity, material availability, customization requirements, quality-control findings, transportation, customs or circumstances outside Indigo Origins’ reasonable control. Indigo Origins will communicate material delays and revised estimates when reasonably possible.

Because products may be handmade, hand-finished or produced using artisanal processes, reasonable variations in color, pattern placement, weave, stitching, texture, dimensions and finish may occur. These variations are characteristic of artisan-made goods and are not considered defects when they fall within reasonable commercial tolerances or an approved sample.

Product photographs, digital images and material samples are intended as references. Colors and textures may appear differently across screens, production runs or natural materials. Indigo Origins will not substitute a materially different design, material or color without the Retail Partner’s approval.

Samples, prototypes and pre-production approvals may be subject to separate fees and lead times. Unless expressly agreed otherwise, approval of a sample authorizes production within reasonable manufacturing and artisanal tolerances.

Made-to-order, customized and private-label products cannot be canceled, returned or exchanged after production begins except where Indigo Origins confirms that the products are defective, damaged or materially inconsistent with the approved specifications. Any eligible claim remains subject to the inspection and claim procedures stated in these Terms.

Private-Label Products

Private-label services are available only when confirmed by Indigo Origins in writing. Each private-label order may be subject to separate requirements for minimum quantities, samples, development fees, artwork, labeling, packaging, production timing, deposits and final payment.

The Retail Partner is responsible for supplying accurate and production-ready trademarks, logos, artwork, product names, packaging text, care instructions and other requested materials. The Retail Partner represents that it owns or has permission to use all materials it provides and that their use will not infringe another party’s intellectual property or other rights.

The Retail Partner retains ownership of its pre-existing trademarks, logos and original artwork. Indigo Origins, its artisans and its suppliers retain ownership of their pre-existing designs, patterns, techniques, processes, samples, materials and other intellectual property. Ownership of any newly developed custom design, pattern or artwork will remain with its original creator unless a separate written agreement expressly transfers ownership after all applicable fees have been paid.

A private-label order does not provide exclusivity unless Indigo Origins expressly agrees to exclusivity in writing. Any exclusivity agreement must identify the specific product or design, territory, sales channel, duration, minimum purchase requirements and any additional fees.

The Retail Partner must approve all final samples, artwork, labels, packaging and product specifications before production. Approval authorizes production within the reasonable manufacturing and artisanal tolerances described in these Terms. Changes requested after approval may require additional fees and may extend production time.

The Retail Partner is responsible for ensuring that its brand claims, marketing statements and supplied content are accurate and lawful. Product labeling, fiber content, country-of-origin information, care instructions, and other compliance requirements will be handled in accordance with the written specifications agreed upon for the order. Requirements for a particular country, state or sales channel must be disclosed to Indigo Origins before production begins.

Artisan, supplier, costing, production and sourcing information disclosed by Indigo Origins is confidential and may be used only for the approved private-label project. A private-label arrangement does not grant the Retail Partner a right to bypass Indigo Origins or establish a direct commercial relationship with an artisan or supplier introduced through Indigo Origins unless Indigo Origins provides prior written consent.

Neither party may use the other party’s trademarks, private-label products or confidential project materials for advertising, publicity, portfolio use or third-party disclosure without permission, except as reasonably necessary to produce, sell or fulfill the approved products.

Deposits and Final Payments

The deposit amount, payment schedule, currency and accepted payment method for each order will be stated in the applicable quote, invoice or written order confirmation. Unless otherwise agreed in writing, production will not be scheduled and materials will not be ordered until Indigo Origins has received the required deposit and all necessary product approvals.

Deposits are applied toward the total order price. Once Indigo Origins or an artisan partner has begun sourcing materials, reserving production capacity or producing the order, the deposit becomes nonrefundable to the extent necessary to cover work performed, materials purchased and other commitments made for the order.

If Indigo Origins cannot fulfill an accepted order for reasons not caused by the Retail Partner, Indigo Origins may offer a reasonable substitute, revised production schedule, account credit or refund of the portion paid for products that cannot be supplied. No substitution will be made without the Retail Partner’s approval.

Unless written payment terms have been approved, the remaining balance and any additional charges must be paid in cleared funds before products are released, shipped or authorized for direct shipment from a supplier. Indigo Origins may withhold shipment until all amounts due for the order have been paid.

Approved changes to quantities, specifications, materials, packaging, labeling, shipping instructions or delivery timing may result in additional charges. Freight, insurance, duties, taxes, customs charges and other variable expenses may be invoiced separately or adjusted to reflect the final documented cost.

If payment is not received by the due date stated on an invoice, Indigo Origins may pause production, delay shipment, revise the estimated completion date or suspend ordering privileges. The Retail Partner is responsible for reasonable storage, redelivery or other costs caused by delayed payment or failure to accept an order when ready.

Payment terms or account credit offered for one order do not automatically apply to future orders. Indigo Origins may modify or withdraw payment terms for future orders based on order history, payment history or changes in credit risk.

The Retail Partner must promptly report any suspected error in an invoice. A billing question does not excuse payment of undisputed amounts by their stated due date.

Production Estimates and Artisan Variation

Production estimates begin only after Indigo Origins has received the required deposit, final specifications, approvals, artwork and any other information needed to begin production. Delays in providing approvals, payments or materials may result in a revised production schedule.

All production, completion and delivery dates are good-faith estimates rather than guarantees. Timing may be affected by artisan capacity, material availability, sampling or approval changes, quality-control findings, seasonal conditions, transportation, customs or events outside Indigo Origins’ reasonable control. Indigo Origins will communicate material delays and updated estimates when reasonably possible.

If a delay substantially affects the commercial purpose of an order, Indigo Origins and the Retail Partner will work in good faith to determine an appropriate revised schedule, partial shipment, substitution, credit or cancellation of the affected portion. Any remedy must be confirmed in writing.

Products sourced through Indigo Origins may be handmade, handwoven, hand-printed, hand-dyed, embroidered or hand-finished. Reasonable variations may occur in shade, pattern placement, print alignment, weave, texture, stitching, dimensions, finish and other details. Natural fibers and traditional processes may also produce minor slubs, irregularities or differences between samples and production runs.

These characteristics reflect the nature of artisan production and are not considered defects when they fall within approved specifications and reasonable commercial tolerances. An approved sample establishes the general design, quality and character of the product but does not guarantee exact duplication of every handmade detail.

Material departures from approved specifications, significant construction failures, undisclosed damage or defects that impair the product’s intended use are not considered acceptable artisan variation and may qualify for a claim under the inspection and claims provisions of these Terms.

Retail Partners should communicate any required measurement, color or placement tolerances before approving production. Requirements not documented and accepted in writing before production begins cannot be applied retroactively.

Cancellations, Returns and Product Claims

An order may be canceled without charge before Indigo Origins accepts it. After an order has been accepted, all cancellation requests must be submitted in writing and are subject to Indigo Origins’ written approval.

If cancellation is approved before production or material sourcing begins, Indigo Origins will refund amounts paid less any nonrecoverable costs already incurred. Once materials have been purchased, production capacity has been reserved or production has begun, made-to-order, customized and private-label products cannot be canceled. Deposits will remain nonrefundable to the extent necessary to cover work performed, materials purchased and other commitments made for the order.

Made-to-order, customized and private-label products are final sale except when Indigo Origins confirms that products are damaged, defective or materially inconsistent with the approved specifications. Normal artisan variation, minor differences from photographs or samples, resale performance, customer preference, over-ordering or inability to resell products are not grounds for return.

The Retail Partner must inspect products promptly after delivery. Claims involving visible damage, shortages, incorrect products or apparent defects must be submitted in writing within seven business days after delivery. A concealed defect that could not reasonably have been discovered during the initial inspection must be reported promptly after discovery and no later than thirty days after delivery.

A claim must include the order or invoice number, affected product and quantity, a description of the issue, clear photographs and any other information reasonably requested by Indigo Origins. For shipping damage, the Retail Partner must retain the products, original packaging and shipping materials while the claim is reviewed.

Products may not be returned without prior written authorization from Indigo Origins. Unauthorized returns may be refused. Authorized returns must be unused, unaltered and securely packaged unless the nature of the confirmed defect makes this impractical.

For a valid claim, Indigo Origins may, as appropriate, repair or replace the affected products, arrange completion of missing quantities, issue an account credit or refund the amount paid for the affected products. The selected remedy will consider the nature of the issue, product availability, production timing and reasonable commercial needs of the Retail Partner.

Returns from the Retail Partner’s own customers are the responsibility of the Retail Partner. Indigo Origins does not reimburse consumer returns, markdowns or lost sales unless separately agreed in writing as part of resolving a confirmed product defect or order discrepancy.

Shipping, Customs and Supplier Fulfillment

The shipping method, delivery route, estimated freight charges and responsible parties will be confirmed for each order. Products may be shipped to Indigo Origins for quality review and repacking or, when approved, shipped directly from an artisan or supplier to the Retail Partner.

When products are routed through Indigo Origins, Indigo Origins may perform a reasonable visual or sample-based quality review before shipment. This review does not replace the Retail Partner’s obligation to inspect the complete order promptly after delivery.

When direct supplier fulfillment is approved, the supplier may use a blind packing slip or other documentation specified by Indigo Origins. Indigo Origins remains the Retail Partner’s primary commercial contact unless otherwise agreed in writing. Direct shipment does not authorize the Retail Partner to establish a separate purchasing relationship with the supplier.

Freight charges quoted before shipment are estimates unless expressly stated as fixed. Final charges may be adjusted for actual packaged weight, dimensions, destination, carrier rates, insurance, special handling, delivery appointments, address corrections or other shipment requirements.

The Retail Partner is responsible for providing complete and accurate billing, shipping and delivery instructions. Additional costs resulting from an incorrect address, refused delivery, failed delivery attempt, storage, redelivery or failure to provide required import information may be charged to the Retail Partner.

Orders may be shipped in one or more installments when products are completed at different times or when partial shipment is commercially reasonable. Indigo Origins will obtain approval before using a partial shipment when it would materially increase the Retail Partner’s cost.

Unless different shipping terms or Incoterms are stated in the order confirmation, title and risk of loss pass to the Retail Partner when the shipment is accepted by the carrier. Upon request and at the Retail Partner’s expense, Indigo Origins may arrange shipping insurance. Indigo Origins will reasonably assist with a carrier claim but does not guarantee the carrier’s approval or payment.

For international shipments, the order confirmation will identify the importer of record when applicable. Unless Indigo Origins agrees otherwise in writing, the Retail Partner is responsible for import documentation, permits, duties, tariffs, taxes, customs brokerage, inspections, storage and other destination-country charges.

Customs processing and delivery dates are outside Indigo Origins’ direct control. Indigo Origins is not responsible for delays caused by customs review, government action, incomplete importer information or carrier processing, but will provide available commercial invoices, packing information and country-of-origin documentation reasonably required for the shipment.

If Indigo Origins agrees to act as importer of record or to advance customs-related charges, those services and costs will be stated or invoiced separately. Any customs classification, duty estimate or landed-cost estimate is provided in good faith and may be adjusted by customs authorities.

Intellectual Property and Custom Designs

Each party retains ownership of the trademarks, trade names, logos, artwork, designs, photographs, written materials, processes and other intellectual property that it owned or developed independently before the project.

The Retail Partner grants Indigo Origins and its approved artisans and suppliers a limited right to use materials supplied by the Retail Partner solely as necessary to develop, sample, manufacture, package and fulfill the approved order. This permission ends when the project is completed or canceled, except as needed to retain ordinary business and compliance records.

The Retail Partner represents that it owns or has obtained all rights required to use any trademark, logo, artwork, pattern, text, image or other material it supplies. The Retail Partner is responsible for claims or costs resulting from materials it supplied without proper authorization.

Indigo Origins, its artisans and its suppliers retain ownership of their pre-existing designs, patterns, techniques, production methods, samples and other creative or technical materials. Payment of sampling, development or production fees does not by itself transfer ownership or create a work-made-for-hire relationship.

Ownership of a newly developed custom design, pattern or artwork must be stated in a separate written agreement. Unless such an agreement expressly transfers ownership after all applicable fees have been paid, the intellectual property remains with its original creator and the Retail Partner receives only the rights reasonably necessary to market and resell the approved products.

No custom design or private-label arrangement is exclusive unless exclusivity is expressly granted in writing. Any exclusivity agreement must define the covered design or product, territory, sales channels, duration, minimum purchases, fees and circumstances that end the exclusivity.

Neither party may reproduce, modify, license, sell or provide the other party’s protected materials to a third party except as authorized in writing. The Retail Partner may not use samples, specifications or supplier information provided by Indigo Origins to arrange production through another manufacturer or to bypass Indigo Origins.

Nonpublic information concerning artisans, suppliers, pricing, costing, samples, production methods and sourcing relationships is confidential. It may be disclosed only to employees or professional advisers who need the information for the approved project and who are required to protect its confidentiality.

Indigo Origins will not publicly use a Retail Partner’s trademarks or private-label products in advertising, social media or portfolio materials without permission. The Retail Partner may use approved product images and descriptions supplied by Indigo Origins solely to market and resell the purchased products, subject to any stated attribution or usage restrictions.

Warranties and Limitation of Liability

Indigo Origins warrants that, at the time of delivery, products will materially conform to the approved written specifications and will not contain material defects in workmanship. The Retail Partner’s remedies for a valid product claim are those stated in the Cancellations, Returns and Product Claims section.

FOR BUSINESS-TO-BUSINESS TRANSACTIONS, EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE OR ANOTHER WARRANTY EXPRESSLY PROVIDED IN WRITING, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. INDIGO ORIGINS LLC DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

This disclaimer does not limit any right or warranty that cannot lawfully be excluded, including rights that may apply to goods purchased primarily for personal, family or household use.

To the fullest extent permitted by law, Indigo Origins LLC will not be liable for indirect, incidental, special, exemplary or consequential damages, including lost profits, lost sales, loss of business opportunity or reputational harm, arising from an order, product or these Terms.

Indigo Origins LLC’s total liability arising from a particular order will not exceed the amount paid to Indigo Origins for the portion of that order giving rise to the claim. This limitation does not apply to fraud, willful misconduct, gross negligence, personal injury or liability that cannot legally be limited.

Events Outside Reasonable Control

Neither Indigo Origins LLC nor the Retail Partner will be responsible for delay or failure caused by events outside that party’s reasonable control, including natural disasters, severe weather, fire, epidemic, war, civil disturbance, government action, labor disruption, transportation interruption, customs delay, material shortage, utility failure or interruption affecting an artisan or supplier.

The affected party must provide notice when reasonably possible and take commercially reasonable steps to reduce the effect of the event. Payment obligations for products already completed, shipped or received are not excused.

If such an event materially delays an order, the parties will work in good faith to establish a revised schedule, partial shipment, reasonable substitution or cancellation of the affected portion. Amounts paid for work completed, materials committed or nonrecoverable costs remain payable.

Governing Law and Disputes

These Terms and all B2B transactions with Indigo Origins LLC are governed by the laws of the State of Maine, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a legal claim, the parties will attempt in good faith to resolve the dispute through written notice and direct discussion. If the dispute is not resolved within thirty days after written notice, either party may pursue available legal remedies.

The state and federal courts located in Maine will have exclusive jurisdiction over disputes arising from these Terms or an order, and each party consents to jurisdiction and venue in those courts. Either party may seek prompt injunctive relief to protect confidential information or intellectual property.

These Terms, together with the accepted order confirmation, invoice, approved specifications and any signed project agreement, constitute the agreement for the applicable order. If documents conflict, a specifically negotiated and signed project agreement controls, followed by the order confirmation, approved specifications, invoice and these Terms.

No amendment or waiver is effective unless confirmed in writing by an authorized representative of Indigo Origins LLC. If any provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision once does not waive the right to enforce it later.

The Retail Partner may not transfer an order or its rights under these Terms without Indigo Origins LLC’s written consent. Electronic communications, approvals and signatures may be used and have the same effect as paper records.

Provisions concerning payment, confidentiality, intellectual property, claims, liability and dispute resolution survive completion or termination of an order.