WHOLESALE AGREEMENT

All sales made by BABOSHOP to you are governed by these Terms and Conditions of Sale unless otherwise indicated by BABOSHOP in writing. Do not submit the Wholesale Application unless you understand these Terms and Conditions and agree to abide by them. The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Customer's purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer.

 

DISTRIBUTION GRANT. Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute BABOSHOP products subject to all terms and conditions set forth in this Agreement.

 

ORDER MINIMUM. Wholesale order minimum is $100. 

 

PAYMENT.  All orders must be prepaid. Order will generally be shipped within 20 days of placing the order. If more lead time is needed, Customer will be notified within 2 days.

 

SHIPPING. Customer is responsible for shipping costs. Orders will be shipped by the Seller via USPS. Alternatively, orders may be shipped by any method arranged for by the Customer. BABOSHOP will try to accommodate all rush orders. Actual shipping time is contingent upon availability of merchandise and credit verification. Seller will not be responsible for shipping delays caused by a carrier.

 

NOTICE OF DEFECTS. Customer is responsible for inspecting the merchandise upon receipt. Any merchandise with visible damage must be noted to the delivery service upon receipt in the Customer's warehouse. Customer shall notify Seller in writing within 5 days of customer's receipt of the merchandise of any claims for damages resulting from any defect in the merchandise discovered by Customer, including, without limitation, claims related to shortages, quality, or specification. Seller shall not be responsible for shortages when shipments are directed to a third party other than Customer.

 

ACCEPTANCE OF LATE OR DEFECTIVE MERCHANDISE. Customer’s failure to provide written notice of a claim, as set forth in these Terms and Conditions of Sale, shall constitute a waiver of any claim Customer may have for damages resulting from such defects, including late delivery.

 

NO RETURNS.

 

CHANGES TO PRICING & PRODUCTS. Prices are subject to change without notice. All merchandise will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability.

 

CONFIDENTIALITY. Wholesale prices and pricelists of the Seller’s products is confidential, and for the use of the Customer only. Publishing or revealing the wholesale pricing of the Seller’s product line outside of the business of the Customer is strictly forbidden without prior written consent from the Seller. 

 

DISCLAIMER OF WARRANTIES. Seller cannot guarantee variances in color or shade of product or packaging. Seller hereby disclaims all express and implied warranties, including, without limitation, implies warranties of merchantability and fitness for particular purpose. All such warranties are hereby disclaimed and excluded from any and all transactions between Customer and Seller and shall not apply to products sold by Seller.

 

LIMITATION OF LIABILITY. Customer acknowledges that the Seller shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if Seller has been advised of the possibility of such damages), or personal injuries or death resulting from use or sale of the Sellers merchandise.

 

NO LIABILITY FOR OUTSIDE VENDORS.  Seller shall not be liable for any work performed by any third party vendor referred by Seller and hereby waives any right to assert any claim against Seller for work performed by any other third party or vendor, including but not limited to claims for negligent referral, agency, or respondent superior.

 

FORCE MAJEURE. Neither Buyer nor Seller shall be liable to the other for delays in performance of its obligation hereunder caused by acts of God, war (declared or undeclared), government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party’s control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under these Terms and Conditions of Sale, in whole or in part.

 

JURISDICTION/GOVERNING LAW. Seller is headquartered in Tujunga, CA, USA. These terms and conditions of sale shall be governed by and interpreted under the provincial laws of California (without regard to its conflicts of laws principles) and the federal laws of the  United States of America. If any provision of these Terms and Conditions Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Use, which shall remain in full force and effect. Customer expressly agrees that exclusive jurisdiction for any dispute with Seller, or in any way relating to these Terms and Conditions of Sale, resides in the courts of the state of California and you further agree and expressly submit to the personal and exclusive jurisdiction of the courts of the state of California in connection with any such dispute including any claim involving the merchandise or Seller or its affiliates, subsidiaries, employees, contractors, officers, and directors.

 

MISCELLANEOUS. These terms and conditions of sale constitute the entire agreement between Seller and Customer, superseding any prior agreements between Customer and Seller. The failure of Seller 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. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions of sale must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect.