Wholesale Terms and Conditions
2014/2015 Wholesale Order Standard Terms and Conditions
SUSAN BEE GOODS, LLC D/B/A PEEPSNAKE®
- INTRODUCTION. These 2014/2015 Wholesale Order Standard Terms and Conditions (these “Terms”) are incorporated into, and made a part of, by this reference, the 2014 Wholesale Info Order form (the “Order Form”) made by and between Susan Bee Goods, LLC, a Georgia limited liability company d/b/a Peepsnake (“Peepsnake”) and the wholesale buyer (“Buyer”) that is buying products from Peepsnake and/or that is identified as the Buyer on the Order Form. These Terms and the Order Form, collectively, constitute, and are referred to hereinafter as, this “Order.” Peepsnake and Buyer are each a “Party” and, are collectively, the “Parties,” to this Order.
- BINDING ORDER. This Order shall be binding on Buyer and non-cancellable upon execution of the Order Form by Buyer. Buyer waives the application of Buyer’s own terms of purchase, which shall not become a part of this Order.
- PURCHASE REQUIREMENTS. For this Order, Buyer must purchase a minimum of twenty-four (24) products and a minimum of two (2) for each selected color/ style. Buyer must also operate a retail brick & mortar business at the time of Buyer’s execution of the Order Form (the “Brick & Mortar Requirement”), which Buyer acknowledges is a necessary requirement to prevent Internet wholesalers from undermining the wholesale and retail prices of Peepsnake products. If Buyer meets the Brick & Mortar Requirement, then Buyer may sell the Peepsnake products through the Internet on Buyer website. If Buyer does not meet the Brick & Mortar Requirement, but executes the Order Form anyway, then as liquidated damages, Peepsnake shall be entitled to all of Buyer’s profit from Buyer’s sale of Peepsnake’s products in connection with this Order. Buyer is not to sell Peepsnake scarves on Amazon, Ebay, or any other online discount site.
- RETURN POLICY. Peepsnake accepts returns of damaged or defective products for up to five (5) business days after receipt by Buyer of such products. All returned products must be in the same condition as when such products were delivered to the shipper for shipment (a “Valid Return”). For any Valid Return, Peepsnake shall, at Peepsnake’s sole option, either replace the damaged or defective products, provide Buyer with a credit to purchase products of similar quantity and quality as the damaged or defective products, or issue a refund to Buyer for the amount paid by Buyer to Peepsnake for the damaged or defective products.
- PAYMENT, TAXES & SHIPPING. Payment by Buyer to Peepsnake is required in full prior to the delivery of any products. All payments made to Peepsnake are non-refundable. Buyer shall be solely responsible for paying any and all taxes on the purchase, sale and use of the products. Buyer shall be solely responsible for all shipping charges of any kind including, without limitation, charges for delivery and the costs for any returns. Title and risk of loss for the products shall pass from Peepsnake to Buyer immediately upon delivery of the products by Peepsnake to the shipper.
- DISCLAIMER OF WARRANTY/LIMITATION OF LIABILITY/INDEMNIFICATION. EXCEPT FOR VALID RETURNS OF DAMAGED OR DEFECTIVE PRODUCTS, ALL PRODUCTS ARE PROVIDED “AS IS”. PEEPSNAKE DISCLAIMS ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE QUALITY, FUNCTIONALITY, APPEARANCE, ADEQUACY, AND USE OF, THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL PEEPSNAKE BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES, OR LOST BUSINESS PROFITS. FURTHERMORE, PEEPSNAKE’S AGGREGATE LIABILITY TO BUYER AND/OR ANY THIRD PARTY SHALL BE LIMITED TO THE AMOUNT OF PAYMENT ACTUALLY PAID BY BUYER TO PEEPSNAKE FOR THE PRODUCTS GIVING RISE TO THE CLAIM. NO SUIT OR OTHER ACTION MAY BE BROUGHT AGAINST PEEPSNAKE MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF AN EVENT GIVING RISE TO A CLAIM. BUYER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND PEEPSNAKE FROM AND AGAINST ALL CLAIMS OF ANY NATURE WHATSOEVER BROUGHT BY ANY THIRD PARTY THAT IS ANY WAY RELATED TO BUYER’S BREACH OF THIS ORDER, BUYER’S NEGLIGENCE, AND/OR BUYER’S INTENTIONAL MISCONDUCT.
- LAW AND ASSIGNMENT. This Order shall be construed and enforced in accordance with the substantive laws of the State of Georgia, without regard to any laws related to choice or conflicts of laws. Any claim, dispute, or legal proceeding arising out of or in any way related to this Order shall be brought in any state or federal court within the State of Georgia. Buyer may not assign this Order, or any obligations under this Order, to a third party, without Peepsnake’s prior written consent.
- MISCELLANEOUS. This Order embodies the entire agreement between the Parties in respect of the subject matter contained in this Order. Buyer has not relied upon any promises, representations, warranties, agreements, covenants or undertakings of Peepsnake, other than those expressly set forth or referred to in this Order. No extension, modification or amendment of this Order shall be binding upon Peepsnake unless such extension, modification or amendment is set forth in a written instrument which is executed and delivered on behalf of Peepsnake. No waiver of failure to assert any right or remedy by Peepsnake, and no course of dealing shall be deemed to constitute a waiver of any breach or default of any other right or remedy, unless such waiver is expressed in writing and signed by Peepsnake. This Order shall be binding upon, and inure to the benefit of, the Parties and their respective successors in interest and permitted assigns. In case any one or more of the provisions contained in this Order shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Order. This Order may be executed in counterparts and by electronic signature, facsimile and/or by.pdf signature, and the effectiveness of such signature shall be the same as an original copy with a manual signatures, and shall be binding on all Parties.