BROWLUXE® WHOLESALE AGREEMENT + TERMS OF SALE
BROWLUXE® WHOLESALE AGREEMENT + TERMS OF SALE
As a browluxe® Retailer, you agree to the following unless a Browluxe Inc. team member tells you otherwise.
Questions or concerns about your Wholesale Agreement? Please feel free to contact our sales team at firstname.lastname@example.org.
All sales made by browluxe® (the “Brand”) of browluxe® Precision Brow Pencils (the “Product Line”) to you, the "Retailer" are governed by these Terms and Conditions of Sale unless otherwise indicated by the Brand in writing. Please read these Terms and Conditions thoroughly before submitting and processing payment for a wholesale order. The Brand reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. The failure of the Brand to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision. The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect. The Brand shall not accept Retailer’s purchase orders should the Retailer be found to acting outside of these Terms and Conditions of Sale. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Retailer and Brand. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing and signed by Brand and Retailer. Either party, with 30-day written notice, can terminate wholesale relationship.
MINIMUM ORDER QUANTITIES & VOLUME DISCOUNTS – Orders of the Product Line can be purchased in individual shades with a minimum order quantity (MOQ) of ten (10) units. Free Shipping is available for orders valued at two hundred Canadian Dollars ($250.00 CAD) or more before tax (GST), or more than one hundred seventy-five United States Dollars ($215.00 USD).
MANUFACTURER’S SUGGESTED RETAIL PRICE (MSRP) – Units purchased from the Brand of the Product Line shall only be sold at the manufacturer’s suggested retail price (MSRP). In the event the Retailer chooses to place the products for sale at a discount, the Retailer shall not discount the Product Line more than 25% below MSRP. Permission for special sale events beyond the 25% discount by the Retailer must be requested in writing to the Brand.
\Display Testers – Product Line display testers can be purchased for use in your store at listed wholesale cost. These display testers are not intended for resale. Please contact your sales representative to place a product order.
CHANGES TO PRICING & PRODUCTS – Prices and products are subject to change without notice. All merchandise will be shipped/delivered at the prices in effect at the time of order. The Brand reserves the right, at its sole discretion, to change ingredients, packaging and included documentation. All orders are subject to availability.
PAYMENT METHODS - We accept credit card payments (preferred method) via Brand-issued electronic invoice, or electronic transfer of funds to email@example.com. Retailer agrees not to file a chargeback with their issuing bank and understand in doing so Retailer gives the Brand right to take legal action to enforce these conditions. In the event the Brand must seek legal action to enforce these conditions or collect a debt, defendant shall bear legal fees.
DELIVERY, SHIPPING & LEAD TIMES – Lead time for orders begins after payment has been received on each order; typically, 5-8 business days. Please note that due to holidays or weather conditions, shipping times may be affected.
Shipping – The Brand will use Canada Post Standard Shipping unless the Retailer specifies/requests alternate method of shipping.
SHIPPING ERRORS AND RETURNS – Order errors must be brought to the attention of the Brand within five (5) business days of receipt of shipment. We endeavour to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects within the first thirty (30) days, we will work with you to find a resolution.
Refunds [Product] – Products cannot be returned unless damaged or wrongly shipped. Due to the nature of cosmetic products, we cannot resell or refurbish the product for resale, and therefore cannot accept returns for non-damaged items. We do this to prevent tampering to the product and protection of the end-user.
Refunds [Display Units] – If the Retailer chooses to purchase the optional Product display, this purchase is to be considered non-refundable unless for any reason recall of the Product is issued, in which case the Brand will refund the Retailer the current value of the display in question.
The Brand shall not be liable for defects resulting from goods being stored or used where unsuitable environmental conditions prevail or which have been subject to abnormal degrees of temperature, humidity, light, strain or other treatment.
WEB COMMERCE – No products or goods purchased from or produced by the Brand shall be resold by or through any on-line auction or online store (such as eBay, Amazon or other similar sites). If the Retailer is planning to sell products produced by the Brand in an online store, it must be owned or operated by the Retailer.
DISTRIBUTION – Any Retailer who wishes to distribute the Product Line to any entity for re-sale must require their customer to strictly adhere to these same Wholesale Account guidelines as set forth in this Wholesale Agreement. Any Wholesale Account who does not enforce these guidelines with their own re-sale customers will be subject to termination of this agreement.
WARRANTY – Retailer agrees that the Brand makes no warranty, express or implied, as to the merchantability of the Product Line. The Retailer also agrees that the Brand is not liable for any misuse or misrepresentations of the goods by the Retailer or the final retail purchaser or consumer, and indemnifies the Brand for any legal actions that emanate from such actions. The Brand is not liable or responsible for suitability of the Product Line for a particular application, merchantability, or any injury, loss or damage, direct or consequential, arising out of the use or inability to use the Product Line. Retailer and its customers assume all risk, responsibility and liability for use of the Product Line.
PRODUCT IMAGES, COPYRIGHTS AND BRAND ASSETS – All materials published on the browluxe.ca website, packaging and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by the Brand or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under Canadian copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. No material from this website or any website owned, operated, licensed, or controlled by the Brand, product packaging, or other promotional documentation may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You acknowledge that you do not acquire any ownership rights by downloading, printing or reproducing and copyrighted material. The use of any such material on any other website or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary to the Brand or the other designated owner of a posted mark.
Retailer agrees not allege to consumers that they, nor their appointees manufactured the Product.
CONFIDENTIALITY – Wholesale prices and price lists of the Brand and the Product Line are confidential, and for the use of the Retailer only. Publishing, revealing or disseminating the wholesale pricing, flavors or ingredient listing of the Product Line outside of the business of the Retailer is strictly forbidden without prior written consent from the Brand. Failure to preserve the confidentiality of the Brand in its wholesale pricing or ingredient listing will result in the immediate and permanent termination of wholesale status of the Retailer.
All shades, formulations, and ingredients lists are property and copyright of the Brand and are confidential. At no time now or in the future can a Retailer attempt to recreate and/or produce any shades or formulations of the Product Line with similar ingredients or by a similar name. The Brand reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.
LIMITATION OF LIABILITY – Notwithstanding any other provision of this Agreement, in no event shall either Party be liable to the other for any losses, costs, damages or expenses whatsoever, including, without limitation, direct, indirect, speculative, incidental, special or consequential damages (including for loss of revenue, loss of profit, loss of business, loss of goodwill, loss of production or any other type of economic loss) arising pursuant to or in connection with this Wholesale Agreement and whether arising in contract, tort (including negligence), equity, strict liability or otherwise. Limitation of liability provisions shall be binding on the Parties and shall survive termination of this Wholesale Agreement.
GOVERNING LAW – This Wholesale Agreement shall be governed by and interpreted in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Province of Manitoba.
By completing payment of a Brand Wholesale order, the Retailer agrees to the terms and conditions listed herein.
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