GENERAL TERMS OF AGREEMENT
This Wholesale Agreement (hereinafter, the "Agreement"), is made and entered into by and between Lweendo LLC DBA Microfleur (hereinafter "Wholesaler"), and "Retailer" (hereinafter, "Retailer"). Retailer wishes to sell and promote the products offered by the Wholesaler in their store.
Wholesaler and Retailer Responsibilities: Retailer must maintain a current business license certificate (or state equivalent) on file and provide a copy, with Tax ID, to Wholesaler. Retailer must have a functioning URL that is owned by the entity applying for the wholesale account and/or a proof (e.g., a picture and physical address) of a brick and mortar store. Wholesaler will deliver inventory to the Retailer, as agreed. Wholesaler is not involved in the actual transaction between the Retailer and the Customer. Retailer will be responsible for providing exemplary customer service to all actual and potential customers, including taking reasonable measures to respond to all customer inquiries. Wholesaler is not the agent of either the Retailer or the Customer.
Web Commerce: No products or goods purchased from or produced by Wholesaler shall be resold by Retailer through any location other than Retailers URL or brick and mortar store, including an online auction (e.g., ebay) or online store (e.g., Amazon) or like websites without the express, written authority of the Wholesaler. If retailer resells via 3rd party without written authorization, wholesaler and retailer relationship will be terminated.
Representation of Product: Wholesaler retains all rights to all images of products provided and retains the right to prohibit the use of any and all images provided. Retailer may not use any of the images contained within any provided photos for any other purpose other than to gain sales. Retailer may not use any images provided in any other medium than in or on the specified website or store without prior written consent of Wholesaler. Retailer may not alter (e.g., crop, change background colors, add text) provided photos other than to size appropriately for website and marketing materials. Retailer must describe the product in the appropriate category and may not represent the product in other categories or for other uses, without prior authorization from Wholesaler.
Sales and Tax: Retailer agrees that it is the sole responsibility of Retailer to collect, report and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Wholesaler's products. Retailer further agrees that Wholesaler is not obligated to determine whether a sales tax applies and is not responsible to collect, report or remit any tax information arising from any transaction involving the images or photos provided.
Responsibility: Wholesaler is in no way responsible or liable for the success of the Retailer's website or store, the accuracy, or legality of its content and operation. Further, the Retailer has independently evaluated the desirability of participating in the Wholesaler's Wholesale Program and is not relying on any representation, guarantee or statement other than set forth in this agreement.
Minimum Order Requirements: Wholesaler requires a minimum order quantity of 250, shipping is not included.
*Standard wholesale pricing applies. Retailer is responsible for shipping fees as well as any duties & taxes.
Due to high demands for Christmas season, all orders for this specific period must be placed before November 1st. We can’t guarantee our usual delivery time if an order is submitted after this deadline.
Orders must be pre-paid; we are not able to offer accounts. You will be emailed the invoice and goods will be held for 7 days pending payment. Please note that we only hold limited stock so all orders will be held for a maximum of 7 days then will be reallocated to another retailer. No orders will be processed until full payment is received. Orders may be canceled within 7 business days of the order placement or until shipment of the order (if shipped within 7 days of order placement).
We reserve the right to alter our prices at any time unless prior invoiced.
SHIPPING & HANDLING
The Retailer incurs the shipping costs but Wholesaler will insure packages with the carrier. Delivery is typically within 3 to 14 days of production, depending on shipment destination. We use USPS, FedEx, or UPS Ground shipping, based on cost affordability. If your shipment is damaged in transit you agree to contact Wholesaler within 7 days of delivery.
Any problems must be reported in writing or by email and Retailer cannot return goods until he has received a written authorization. Goods sent back without one will not be credited to your account.
Errors, Returns and Warranty: Order errors and/or defects must be brought to Wholesaler's attention within seven (7) business days of receipt of shipment by Retailer. Retailer will not send a knowingly defective product to a customer. Wholesale sales are considered final with no returns. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects during the first 30 days after sale, we will work with you to find a resolution.
Goods must not be marked-up or marked-down without a written consent of Wholesaler. Goods should be sold to consumers between 5% and 20% of the MSRP. Goods can be sold at discounted price. MAP is 10% less than the MSRP.
COPYRIGHT & INTELLECTUAL PROPERTY
All of the designs, products, and content within and any materials made available on the website are the sole property of Wholesaler. The website, designs, products, images and content within are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of Wholesaler. You hereby agree not to reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or product designs without the advance, express written consent of Wholesaler.
Any personal information that you provide to us including your name, address, telephone number and email address will be treated confidentially and will not be released, sold or rented to any entities or individuals outside of Wholesaler. Wholesaler does not collect or record any credit card details you may provide when purchasing products from the Wholesaler website.
Severability: If any provisions or sections of this agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
Right to Modify: Wholesaler retains the right to modify this agreement at any time. Changes will not be retroactive.
BY USING THE WHOLESALE ACCOUNT, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS DESCRIBED HEREIN AND THIS EXECUTED AGREEMENT APPLIES TO EVERY ORDER SUBMITTED.
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