Terms and Conditions

APATCHY LTD

WHOLESALE/RETAIL TERMS AND CONDITIONS

BUYER TERMS AND CONDITIONS ACCEPTANCE:

Apatchy London, Apatchy Ltd., (herein after “Apatchy" and/or "Seller") acceptance of your (the “Buyer”) application and 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 application, 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 Apatchy to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.

1. MINIMUMS

Opening order: $500.00 USD**

Re-order: NO MINIMUM

**Before shipping costs

2. PAYMENT & ORDER TRANSACTIONS

2.1 Unless otherwise agreed to in writing, payment for the Goods shall be made at the time the order is placed on Buyer’s credit card via www.apatchyusa.com/products/trade-usa

2.2 Apatchy may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. Apatchy shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Apatchy, a credit memo and/or refund- in this instance only, will be processed.

2.3 Once you submit an order, it cannot be cancelled by you. All sales are final.

2.4 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.

2.5 Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods.

3. DUTIES/TAXES/FEES

3.1 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.

4. SALE OF GOODS & MSRP

4.1 You acknowledge that you are acquiring the Goods for the purposes of trade or business only.

4.2 Any resale of Apatchy products on public forums such as Amazon.com , Ebay.com, etsy.com or Zulily.com are expressly prohibited. Apatchy shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.

4.3 The Goods must be sold at the manufacturers suggested retail price (as notified to you by Apatchy) unless the Goods are advertised as being “on sale” or the equivalent.

5. SHIPPING AND RISKS

5.1 For orders within the United States:

Unless otherwise agreed to in writing, Apatchy 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 or USPS. While the delivery service utilized by Apatchy may include insurance for the Goods during transit, Apatchy 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.

5.2 For International orders:

Unless otherwise agreed to in writing, the purchase price shall be Ex works (EXW) and you shall be responsible for the cost of and arranging transportation of the Goods from the premises of Apatchy or other named place of delivery. Risk in respect of the Goods shall pass to you when the Goods are made available to the delivery carrier. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery (carrier).

6. NOTICE OF DEFECTS/RETURNS

6.1 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.

6.2 If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.

7. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES

7.1 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.

8. RETURNS

8.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See item #6 for Notice of Defects).

8.2 Purchases made by Buyer through Apatchy Wholesale are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging with all tags attached. Whether or not items are eligible for exchange is at the sole discretion of Apatchy. All exchanges must be initiated within 7 days of receipt of goods.

8.3 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.

9. MODIFICATION OF GOODS

9.1 If you modify the goods, they are immediately ineligible for return or exchange. Once merchandise is personalised, used, washed or altered in anyway, the Buyer cannot return or make a claim relating to such merchandise.

10. SAMPLES AND IMAGES

10.1 Unless otherwise expressed in writing, Apatchy does not warrant that the quality, weight, designs or color of the Goods corresponds to any specific description, image or sample.

10.2 All rights in the design and information on our website are owned by Apatchy. They are protected by copyright, trademarks and other intellectual property rights.

10.3 You may view, copy and print portions of the website for the sole purpose of placing an order with Apatchy. The materials on the Apatchy website may not be used for any other purpose unless permission has been granted, in writing, by Apatchy for selling purposes.

10.4 Apatchy will use the information which you provide and the records of items you buy to constantly monitor and improve service and for marketing purposes in accordance with the Apatchy Privacy Policy.

11. INTELLECTUAL PROPERTY

11.1 You undertake to use the Brand Name and, if required by Apatchy, Logo when advertising Goods supplied by Apatchy and anywhere where the Goods are described or named including on websites, labels and invoices.

11.2 Apatchy grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Apatchy Brand Name and, if applicable, Logo for the purposes mentioned above in this section.

11.3 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 Apatchy.

11.4 The license in clause 11.2 may be revoked by Apatchy by written notice to you.

12. LIABILITY

12.1 Apatchy shall not be liable:

Where you have altered or modified the Goods, misapplied the Goods, not followed Apatchys’ instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;

For defects in any Goods manufactured by any Third Party;

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

13. EXCLUSION OF IMPLIED WARRANTIES

13.1 Apatchy 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. There are no implied warranties of merchantability and fitness applying to the Goods sold by Seller. In any event, the maximum liability shall be equal to repayment by Apatchy to the Buyer of the payment made for the delayed or defective part of the order.

14. DETERIORATION OF BUYER'S CREDIT

14.1 The Seller has the right, in addition to other Remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer's financial condition become unsatisfactory to the Seller, the Seller may require cash payments or satisfactory securities for delivery of goods.

14.2 Apatchy may terminate this agreement with immediate effect by giving written notice to you if:

You have failed to comply with a written notice given by Apatchy specifying a breach of the agreement and requiring you to remedy it within 14 days; or

being an individual, you are made bankrupt; or

being a company, you are placed in liquidation or receivership.

On termination, Apatchy shall have the right to deal with the Goods at its absolute discretion.

15. JURISDICTION

15.1 Any transactions between the Buyer and the Seller are governed by the laws of the United Kingdom. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Great Britain, for any claims or controversies arising in the sale of products 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.

16. ARBITRATION

16.1 AGREEMENT TO BINDING ARBITRATION

Apatchy and Buyer agree that upon the demand of either party, any claim or dispute between Apatchy 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. Apatchy 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.

16.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL

Apatchy and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. Apatchy 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.

16.3 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.

17. AMENDMENTS

These terms and conditions may be amended or replaced from time to time by Apatchy. Any order placed after such amendment is made will represent an agreement by you to be bound by the amended terms and conditions.

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 Apatchy at trade@apatchyusa.com

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