BUYER TERMS AND CONDITIONS ACCEPTANCE:
Pepper + Vetiver, LLC (herein after “Pepper + Vetiver" and/or "Seller") acceptance of your (the “Buyer”) wholesale orders is expressly made conditional on Buyer's agreement to these terms and conditions. The terms and conditions set forth on this wholesale/buyer agreement, order confirmation and/or invoice will govern ALL transactions between the Buyer and the Seller. Seller specifically rejects any terms or provisions which set any standards, specifications or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions.
By requesting Pepper + Vetiver to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.
GENERAL TERMS OF AGREEMENT - WHOLESALE
To qualify for wholesale purchases, you must be a valid retail business and by agreeing to our terms and conditions you certify that you are such and are authorized (hold all the necessary permissions) to operate your store and enter into this agreement.
You are only authorized to sell Pepper + Vetiver goods through a physical retail store location. Website and online sales must receive prior written approval.
Wholesale orders have a minimum order value requirement of $2000 USD (before discounts).
Quantity: A minimum quantity of 2 pieces in the same style/size/color must be ordered for each item.
**Before shipping costs
Delivery estimates will be provided at the time of order. Shipping times can never be guaranteed.
PAYMENT & ORDER TRANSACTIONS
Unless otherwise agreed to in writing, payment for the Goods shall be made at the time the order is placed via Buyer’s Credit Card or Paypal.
Pepper + Vetiver may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. Pepper + Vetiver shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Pepper + Vetiver, a credit memo and/or refund- in this instance only, will be processed.
Once you submit an order, it cannot be cancelled by you. All sales are final.
Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase.
Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee. Restocking fees will be charged to your credit card on file at the time of the transaction.
No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.
Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods.
SALE OF GOODS & MSRP
You acknowledge that you are acquiring the Goods for the purposes of trade or business only.
Any resale of Pepper + Vetiver products on public forums such as, but not limited to, Amazon.com, Ebay.com or Etsy are expressly prohibited. Pepper + Vetiver shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.
The Goods must be sold at a minimum price of the full, non-sale, retail price (excluding any discounts) listed on https://pepperandvetiver.com.
In the event that the Wholesale Buyer chooses to place the products or goods for sale at a discount, the Wholesale Buyer cannot discount the products more than 15% below the Seller’s MSRP without the written approval of Pepper + Vetiver an any such promotional event shall not be longer than two (2) weeks.
SHIPPING AND RISKS
Unless otherwise agreed to in writing, Pepper + Vetiver shall arrange delivery of the Goods to you and you will be responsible for the costs associated with delivery. Orders will be shipped via FedEx, UPS, USPS or DHL. While the delivery service utilized by Pepper + Vetiver may include insurance for the Goods during transit, Pepper + Vetiver makes no representations and gives no warranties in respect to such insurance and you will be responsible for obtaining any specific insurance you require in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.
Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.
All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be the Buyer’s responsibility.
NOTICE OF DEFECTS/RETURNS
The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within the first 7 days after receiving the Goods. The Seller cannot be responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer to inspect upon receipt, that all Goods delivered matches the items ordered / invoiced.
After the period of 7 days after receiving the Goods, any Goods not reported as damaged, defective or incorrect are considered to be accepted by the Buyer.
If a part of the order is defective or deficient, the order may only be remedied for that part of the order.
ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES
Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the merchandise.
It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See Notice of Defects).
Purchases made by Buyer through Pepper + Vetiver Wholesale are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging. Whether or not items are eligible for exchange is at the sole discretion of Pepper + Vetiver. All exchanges must be initiated within 7 days of receipt of goods.
In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Seller as well as the shipping of the new product to the Buyer. Buyer authorizes Seller to sell any items that have been exchanged, rejected, or abandoned.
You undertake to use the Brand Name and, if required by Pepper + Vetiver, Logo when advertising Goods supplied by Pepper + Vetiver and anywhere where the Goods are described or named including on websites, labels and invoices.
Pepper + Vetiver grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Pepper + Vetiver Brand Name and, if applicable, Logo for the purposes mentioned above in this section. This license may be revoked by Pepper + Vetiver by written notice to you.
You must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property of Pepper + Vetiver.
The designs/products may not be reproduced for any purpose. The website, images and content are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of Pepper + Vetiver. You hereby agree to not reprint, post, publish or copy (including electronic or digital scans) any photography, sales material or product designs without the advance, express written consent of Pepper + Vetiver.
Pepper + Vetiver shall not be liable:
- where you have altered or modified the Goods, misapplied the Goods, not followed Pepper + Vetiver’ instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
- for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
- for any indirect or consequential loss of any kind
EXCLUSION OF IMPLIED WARRANTIES
Pepper + Vetiver shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. The Wholesale Buyer agrees that Pepper + Vetiver makes no warranty, express or implied, as to the merchantability of Pepper + Vetiver products. The Wholesale Buyer also agrees that Pepper + Vetiver is not liable for any misuse or misrepresentations of the goods by the Wholesale Buyer or the final retail purchaser or consumer and indemnifies Pepper + Vetiver for any legal actions that emanate or arise from such actions. In any event, the maximum liability shall be equal to repayment by Pepper + Vetiver to the Buyer of the payment made for the defective part of the order.
Any transactions between the Buyer and the Seller are governed by the laws of California. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Los Angeles, CA, for any claims or controversies arising in the sale of garments by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer or its Guarantor in the province or state of its domicile. However, the foregoing shall not in any way diminish or limit the arbitration provisions set forth below.
AGREEMENT TO BINDING ARBITRATION
Pepper + Vetiver and Buyer agree that upon the demand of either party, any claim or dispute between Pepper + Vetiver and Buyer and/or any of either parties' parent corporation's, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be determined by binding arbitration as set forth in this Agreement. Pepper + Vetiver and Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.
KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL
Pepper + Vetiver and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement and are voluntarily agreeing to its terms. Pepper + Vetiver and Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.
COSTS OF ARBITRATION
The Parties shall each bear their own costs and attorney's' fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's' fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.
These terms and conditions may be amended or replaced from time to time by Pepper + Vetiver. Any order placed after such amendment is made will represent an agreement by you to be bound by the amended terms and conditions. Prices and Wholesale discounts are subject to change without notice.
AGREEMENT AND ACKNOWLEDGEMENT
Buyer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.
For wholesale inquiries please contact us at firstname.lastname@example.org