This Wholesale Agreement is made between Wishbeads LLC (“Wishbeads”) and members of the Wishbeads Wholesale Program (“Retailers”).
BY PARTICIPATING IN THE WISHBEADS WHOLESALE PROGRAM, YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT.
Retailer Responsibilities and Requirements
Retailers must maintain a current Retail Certificate in their state or country of operation and provide a copy of that permit to Wishbeads. Should that certificate expire or become void, it is the responsibility of the Retailer to notify Wishbeads immediately and provide an updated certificate, if applicable.
Retailers must also provide Wishbeads with necessary contact information for their business, including: contact phone number, contact email address, physical operating address, and website URL. It is the responsibility of the Retailer to notify Wishbeads of any changes to their contact information.
Minimum Order Requirements
Each Wishbeads wholesale transaction has a 12 bracelet minimum order. Wishbeads journals, kits, and stands may be purchased in any quantity, as long as the above minimum bracelet quantity is also met.
Limits on Pricing
The MSRP of each Wishbeads bracelet is available in our wholesale catalog, as well as on the Wishbeads retail site. Retailer may not sell Wishbeads online at a regular price lower than this MSRP. Temporary discounts of two weeks or less, at a discount of no more than 10% off the MSRP, are permitted.
Retailers may not use language in any advertisements or on their website that is designed to directly undercut the prices of or compete with sales on Wishbeads.com.
Limits on Resale
Products purchased from Wishbeads by Retailer may only be sold at Retailer’s disclosed physical location(s) or online website owned by the Retailer.
Wishbeads products may NOT be resold by or via any online auction or online marketplace (such as Ebay.com, Amazon.com or similar).
Payment, Cancellations, Refunds & Errors
All orders must be paid for in full by credit card before products will be shipped. No COD or checks will be accepted. Wholesale orders, once paid for by the Retailer, are considered final with no returns or refunds.
Please inspect all merchandise upon receipt. Order errors must be brought to our attention within 5 business days of receipt of shipment. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects during the first 90 days after receipt of shipment, we will work with you to find a resolution.
Shipping and Handling
Shipping and handling fees will be added to your wholesale order at checkout. Wishbeads reserves the right to back-order or split-ship if necessary, but will inform the Retailer of this prior to shipment. Wishbeads strives to ship out orders within 5 business days. If any items are not available, Wishbeads will inform Retailer about the anticipated ship date.
Wishbeads’ responsibility is limited to the point of delivery to Retailer, at which time goods are the property of Retailer unless superseded by an alternate agreement.
Nature of Wholesale Relationship
Nothing in this Agreement is intended to create a partnership, joint venture, employment relationship, agency, or any other relationship between the Parties; nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible for its own actions.
Wishbeads is not liable for any misuse or misrepresentations of the goods by the Retailer or the final retail purchaser or consumer, and indemnifies Wishbeads for any legal actions that result from such actions.
Retailer agrees to indemnify and hold harmless Wishbeads, Wishbeads’ licensors, manufacturers, partners, officers, employees, and affiliates in the event of any claim, suit, demand, liability, loss, or other expense arising out of Retailer’s performance of this contract, any actual or alleged act or omission by Retailer, or any material breach of the terms of this agreement by Retailer.
Effect of Headings
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
No waiver of any of the provisions of this Agreement by Wishbeads shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by Wishbeads.
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:
Wishbeads LLC, P.O. Box 5394, Santa Monica, CA 90409, United States.
Governing Law; Venue; Mediation
This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be Los Angeles County, California. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
These Terms and Conditions bind and inure to the benefit of the parties’ successors and assigns. These Terms and Conditions are not assignable, delegable, sub-licensable or otherwise transferable by you. Any transfer, assignment, delegation or sublicense by you is invalid.
Notification of Changes to these Terms and Conditions
You acknowledge and agree that it is your responsibility to review this Site and these Terms and Conditions periodically and to be aware of any modifications. Updates to these Terms and Conditions will be posted on this page.
If you have questions about our Terms and Conditions, please contact us.
Last updated on November 7, 2018.