These Terms and Conditions (“Terms”) govern the use of the website https://somerch.co/ and the purchase of products and services from Prisma Ltd., operating under the brand SoMerch (“SoMerch,” “we,” “us,” or “our”). By using our website, requesting a quote, approving a mockup, placing an order, or otherwise engaging our services, you agree to these Terms.

1. Company Details

Prisma Ltd.
Sofia, 3019 Str., 34
Email: [email protected]

2. Scope

These Terms apply to the use of the SoMerch website and to all inquiries, quotes, mockups, proposals, orders, deliveries, and related services provided by SoMerch, including sourcing, customization, printing, production, kitting, warehousing, and shipping.

These Terms are intended for business customers only. SoMerch operates in a B2B context and does not market its services to consumers or children.

3. Our Services

SoMerch provides end-to-end corporate merchandise services, which may include product sourcing and curation, concept development and branded mockups, sampling, customization, printing and production, quality checks, kitting and pack-ins, warehousing and stock handling, fulfillment and shipping to one or multiple addresses, and project and order coordination.

The scope of each project is defined in the relevant quote, proposal, order confirmation, or other written agreement.

4. Quotes and Proposals

All quotes, proposals, pricing, lead times, and availability information provided by SoMerch are non-binding until confirmed by us in writing.

A quote may be subject to change before final order confirmation if there are changes in product availability, supplier pricing, exchange rates, shipping costs, duties, taxes, customs-related charges, artwork specifications, order quantities, requested deadlines, or delivery destinations.

Unless otherwise stated in writing, quotes are valid for the period stated in the quote or, if no period is stated, for a commercially reasonable period determined by SoMerch.

5. Orders and Contract Formation

An order becomes binding only when, where applicable, the client has accepted the quote or proposal, provided all required order details, approved the relevant mockup, artwork, specification, or production file, paid any required deposit or advance payment, and SoMerch has confirmed the order in writing.

We reserve the right to refuse or cancel orders before production begins where necessary due to stock issues, pricing errors, suspected fraud, legal risk, or impracticability.

6. Artwork, Files, and Client Materials

The client is responsible for ensuring that all logos, designs, brand assets, text, instructions, and files supplied to SoMerch are accurate, complete, and lawful to use.

By sending artwork or brand materials to SoMerch, the client confirms that it has all necessary rights, permissions, and licenses for their use, reproduction, customization, and printing. SoMerch is not liable for claims arising from the client’s lack of rights in submitted content.

7. Mockups and Approvals

Before production, SoMerch may provide digital mockups, visualizations, proofs, or other approval materials.

The client must carefully review all approval materials, including spelling, colors, product selection, print method, print position, size and scale, quantities, variants, delivery details, and any other visible or stated specifications.

Client approval of a mockup, proof, or production specification constitutes final approval for production. Once approved, the client accepts responsibility for the approved design and specifications, SoMerch may proceed to production based on the approved version, and subsequent changes may not be possible or may result in additional charges, delays, or both.

8. Approved Mockups, Production Accuracy, and Return Refusal

If a mockup, proof, or production specification is approved by the client, and the final printed or produced items materially match that approved mockup or specification, SoMerch has the right to refuse returns, refunds, chargebacks, or replacement requests based on matters that were visible in or reasonably inferable from the approved mockup or specification.

This includes, without limitation, artwork layout, logo size, print placement, print orientation, text content, selected colors subject to normal production tolerances, the product variant chosen by the client, and the general visual outcome consistent with the approved mockup.

For the avoidance of doubt, approval means the client has accepted the production-ready version. Minor deviations that fall within normal commercial and technical production tolerances do not make the order defective. Digital mockups are visual guides and may not reproduce exact real-world color, texture, scale, substrate behavior, embroidery detail, or print finish.

SoMerch will assess any complaint in good faith, but where the delivered goods conform to the approved mockup and agreed specification, returns may be refused.

9. Production Tolerances and Variations

The client acknowledges that customized merchandise production involves commercially reasonable tolerances and variations.

Unless expressly agreed otherwise in writing, the following do not automatically constitute defects: slight color variation between screen preview, mockup, sample, and final product; minor positioning tolerances; slight batch-to-batch differences; variations caused by substrate, fabric, coating, texture, or print method; and packaging differences that do not affect core functionality.

A quantity overrun or underrun of up to 5% of the ordered quantity shall be deemed acceptable and shall not constitute a defect, shortage, or grounds for rejection, refund, or cancellation, unless otherwise agreed in writing.

10. Samples

If samples are provided, they are indicative only unless expressly agreed as production benchmarks. Sample fees, shipping costs, and lead times may apply. Approval of a sample may also serve as approval for production characteristics described in it.

11. Lead Times and Delivery Estimates

Any production, dispatch, or delivery timeframes communicated by SoMerch are estimates unless expressly stated as binding in writing.

Delays may occur due to supplier stock issues, approval delays, client-side file or data issues, force majeure events, customs processing, courier delays, seasonal peak demand, or events outside our reasonable control.

SoMerch is not liable for indirect loss, missed events, or consequential damages caused by estimated lead-time deviations, unless otherwise agreed in writing.

12. Shipping, Risk, and Delivery

Unless otherwise agreed in writing, delivery is completed when goods are handed over to the carrier or delivered to the agreed destination, depending on the agreed fulfillment model. Risk transfers to the client upon delivery or first delivery attempt, as applicable.

The client is responsible for providing accurate delivery information. Additional charges may apply for failed delivery, re-delivery, address correction, storage, customs handling, or return-to-sender situations.

For multi-address shipments, the client is responsible for the accuracy and legality of all recipient data and address files provided.

13. Inspection and Claims

The client must inspect delivered goods promptly upon receipt.

Any claim regarding shortages, visible damage, non-conformity, or other delivery issues must be submitted in writing to SoMerch within 5 business days after delivery and should include the order reference, description of the issue, quantity affected, and photographs or other supporting evidence.

SoMerch may reject claims that are submitted late, unsupported by evidence, based on an approved mockup that the goods match, or caused by misuse, poor storage, third-party handling, or wear and tear.

14. Returns and Refunds

Because SoMerch provides customized and business-focused merchandise services, returns are not accepted as a general rule for custom-produced items, printed or branded goods, goods produced according to client-approved mockups or specifications, or made-to-order and personalized items.

Returns may be considered only where SoMerch determines that the wrong product was supplied, the goods contain a material production defect not consistent with the approved mockup or specification, or the issue is attributable to SoMerch and not to client approval, client-supplied files, or normal tolerances.

Where a valid claim is accepted, SoMerch may choose, at its discretion, to reprint, replace, repair, issue a credit note, or provide a partial or full refund.

15. Storage, Warehousing, and Inventory

If SoMerch stores goods on behalf of the client, any storage terms, handling terms, and stock-related conditions will be defined in the relevant quote, proposal, or commercial agreement.

At present, standard warehousing arranged by SoMerch is offered without a separate storage charge unless otherwise agreed in writing. SoMerch reserves the right to introduce or amend warehousing, handling, aged-stock, disposal, or related fees in the future, with prospective effect and subject to notice or updated commercial terms.

SoMerch may rely on inventory counts, SKU records, and operational logs maintained in the ordinary course of business, and the client must notify SoMerch promptly of any discrepancy.

16. Prices, Taxes, and Payment

Unless stated otherwise, all prices are quoted in the stated currency. VAT, duties, shipping, customs costs, and ancillary charges may be excluded unless expressly included. The client is responsible for all applicable taxes, duties, and government charges, except taxes on SoMerch’s own income.

Unless otherwise agreed in writing, payment terms are 50% upfront and 50% before dispatch.

SoMerch may, in selected cases, agree separate payment terms, delayed payment arrangements, or credit limits under a separate contract or written commercial agreement. Any such deferred-payment structure, credit limit, and related conditions may be subject to the evaluation, approval, limits, monitoring, or requirements of a third-party credit insurer or similar risk-assessment provider.

If payment is overdue, SoMerch may suspend work, withhold shipment, pause storage release, cancel the order where legally permissible, and charge any lawful interest or recovery costs.

17. Cancellation

Orders for customized or production-stage items cannot be canceled once production has started.

If a client requests cancellation before production begins, SoMerch may still charge for work already performed, including design work, sourcing time, sample costs, procurement commitments, administrative work, and third-party charges already incurred.

18. Intellectual Property

All SoMerch materials, including website content, branding, processes, layouts, text, proposals, mockup formats, and non-client-specific materials, remain the property of SoMerch unless otherwise agreed.

The client retains rights in its own trademarks, logos, and other client-owned materials. No transfer of intellectual property occurs except to the extent expressly agreed in writing.

19. Website Use

The client and any website user agree not to misuse the website, attempt unauthorized access, interfere with website operation, submit false, infringing, unlawful, or malicious content, or use the website in a way that could damage SoMerch or third parties.

We may suspend or restrict access where reasonably necessary for security, maintenance, abuse prevention, or legal compliance.

20. Limitation of Liability

To the maximum extent permitted by applicable law, SoMerch’s liability is limited to the value of the relevant order or the specific services giving rise to the claim.

SoMerch is not liable for indirect, incidental, special, punitive, or consequential losses, including lost profits, lost business, lost opportunity, reputational loss, or event-related losses.

SoMerch is not liable for issues caused by client-supplied materials, incorrect instructions, or approved mockups that the final goods materially match. Nothing in these Terms excludes liability that cannot lawfully be excluded.

21. Force Majeure

SoMerch is not liable for delay or failure to perform caused by events outside its reasonable control, including acts of God, fire, flood, war, strikes, transport disruption, epidemic or pandemic effects, customs restrictions, supplier failure, raw material shortages, utility or infrastructure failure, or government action.

22. Data Protection and Privacy

SoMerch processes business contact and related data in accordance with its Privacy Policy.

23. Confidentiality

Each party shall keep confidential any non-public commercial, technical, pricing, or operational information received from the other party and shall not disclose it except where necessary for performance, compliance, or as required by law.

24. Governing Law and Jurisdiction

These Terms shall be governed by the laws of Bulgaria, unless otherwise required by mandatory applicable law.

Any dispute arising out of or in connection with these Terms shall be submitted to the competent courts of Bulgaria, unless the parties agree otherwise in writing.

25. Changes to These Terms

SoMerch may update these Terms from time to time. The version published on the website at the relevant time will apply to website use. For active orders, the version accepted or incorporated into the relevant quote, proposal, or order documentation will apply unless otherwise agreed.

26. Contact

Prisma Ltd.
Sofia, 3019 Str., 34
Email: [email protected]