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GRACE & BLAKE
WHOLESALE AGREEMENT TERMS AND CONDITIONS

This Wholesale Agreement (“Agreement”) is made between You or Your Company (“Buyer”) and Grace & Blake (“G&B“).

GENERAL ORDERING INFORMATION:

To qualify for a wholesale account with G&B you must be a valid retail business and submit a copy of your resale exemption certificate (first orders only) along with an executed copy of this Agreement with your order form/purchase order (“PO“). By placing an order with G&B and providing the resale exemption certificate, you are representing that you are the owner, agent or representative of a currently valid retail business and that the transaction being made is a wholesale, tax exempt purchase for resale. All sales are final.

PAYMENTS:

Credit card is required at time order is placed. Order will not be processed if credit card is not provided until one is given. It is advised Buyer provide credit card at time of order, as G&B available inventory changes constantly. G&B charges credit card as follows: 50% deposit when order is placed with final payment due and charged at time of shipment. All freight is the responsibility of Buyer. By providing credit card information on PO or otherwise, you are irrevocably authorizing G&B to charge the credit card the required deposit amount when order is placed and final payment with freight prior to shipping. Orders may be cancelled within 5 business days of submission. Since each order is produced specifically for our Buyer, if cancelled more than 5 days from order date deposit is forfeited.

NO LIABILITY FOR DELAY:

Delivery dates and lead time are estimates only and subject to change; G&B will not be liable for loss or damage due to delay or inability to deliver regardless of the reason for the delay or inability to deliver. Under no circumstance shall G&B be liable for any special, consequential, incidental, indirect or liquidated damages, losses or expenses (even if caused by G&B’s sole negligence or fault) arising directly or indirectly from delays or failure to give notice of delay or inability to deliver.

MEASUREMENTS & AVAILABILITY:

G&B goods conform to the examples displayed on G&B website and sampled in showrooms and trade shows. Buyer understands the look of G&B products and characteristics of G&B hand finished goods are approximations. Photography is a representation of merchandise, however, each piece may vary slightly.

DAMAGE CLAIMS:

G&B makes every commercially reasonable effort to pack only first quality merchandise with carrier approved materials. G&B is not responsible for damage in transit. G&B does not insure packages with the carrier; if you would like to insure your package(s), contact G&B at the time order is placed. If your shipment is damaged in transit Buyer agrees to contact the carrier and G&B within forty-eight (48) hours of delivery. Buyer agrees to save all packaging materials and product, as they will be required by carrier for claim. Furthermore, Buyer agrees to not cancel or contest payment or deduct from any open invoice any amount due to G&B as a result of a damage claim. Carrier will conduct an investigation for the damage claim and carrier and/or G&B will contact Buyer once the investigation is completed to resolve issue.

RETURNS/DEFECTS:

Any claim for defective merchandise must be reported to G&B within forty-eight (48) hours of delivery. PLEASE INSPECT all truck shipped merchandise for damage prior to accepting and signing Bill of Lading.  Damage needs to be noted at time of delivery by trucking company and we WILL NOT be responsible for any unreported damages at time of acceptance.  G&B does not accept returns on first quality merchandise for any reason. Contact G&B in the event you receive defective merchandise as all returns must be approved in advance by G&B.

INDEMNIFICATION

Buyer agrees to indemnify, defend and hold harmless G&B, its directors, officers, employees, assignee and agents and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including, reasonable attorneys’ fees to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any Buyer Agreements hereunder; and/or (ii) arises out of Buyer negligence, willful misconduct, or the breach of this Agreement.

JURISDICTION:

This Agreement has been entered into and shall be governed by the laws of the State of California (without giving conflict to its conflict of law provisions). All parties agree California courts have jurisdiction.