Wholesale Account Terms and Conditions Agreement

This Wholesale Account Terms and Conditions Agreement (“Agreement” or “Terms”) is a legal agreement between the Applicant (collectively, “you,” “your,” the “Applicant,” or the “Customer”) and Rich Honey Inc. (collectively, “we,” “us,” “our,” “Rich Honey,” or “Rich Honey Private Label”), concerning your application for a Wholesale Account and, upon approval, your relationship with the Company. This Agreement states the terms and conditions that govern your future relationship with the Company including any orders you submit to the Company to avail our goods and services.

Wholesale Account Application

By submitting a Wholesale Account Application to Rich Honey, the Applicant agrees to the terms and conditions set forth in this Agreement. Upon approval of a Wholesale Account, the Customer agrees that any information disclosed by the Company, including but not limited to the Company’s products and services, price lists, line sheets, and the manufacturing process, will not be shared or discussed by the Customer with anyone outside of the Company.

Privacy Policy

The Customer agrees and requests that the information contained in the Wholesale Application and any other information submitted to the Company should be consistent with the Company’s Privacy Policy.

Purchase Orders

The Customer agrees that the use of a purchase order to place orders for products or services shall be created in alignment with the terms of this Agreement and must be consistent with the said Terms. These Terms will be incorporated into all purchase orders and invoices between the Customer and the Company.

The Minimum Order Quantity for premium garment dyed t-shirts is 150 units. The Company will not accommodate any other orders of less than 150 units unless otherwise agreed upon by the two parties.

Payment Terms

The Customer shall pay the Company a fifty percent (50%) deposit of the total quoted balance upon receipt of the order’s pro forma document in order to move forward with production. The remaining balance shall be paid when the order is completed. All remaining balances owed to the Company shall be due on or before the estimated completion date of the order. The Customer shall not receive the finished goods until the balance is paid in full. If the Customer fails to make any payment on the due dates, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to place a hold on production, cancel the order or suspend further deliveries to the Customer.

Tolerance for Overage and Shortage

The Customer understands that there is a maximum of a 3% tolerance for an overage or shortage in production for custom orders. In the case that there is an overage or shortage in production, the Company will inform the Customer of the specific styles or items that have been overproduced or underproduced. The Customer agrees to accept the increase or decrease in the amount of units and pay the adjusted balance, whether higher or lower.

Tolerance for Garment Fit

The Customer understands that there may be an increase or decrease in the garment’s specified measurements by one fourth (¼) to one half (½) of an inch and is considered within tolerance. The Customer agrees to accept this when the production is complete and shall not be allowed to claim this difference as a defect.

Notice of Defects

The Customer must notify the Company of all claims for damages resulting from late delivery or any other defects that are known to the Customer at the time the Customer receives the products. Any such claims must be made in writing via email to sales@richhoney.us. Any other correspondence not made via e-mail shall be considered null.

Any claims of defects, including but not limited to those related to quality, quantity, or identity must be made within seven (7) days of receipt of the products. The Customer agrees that seven days is a reasonable period of time to make such claims and agrees to inspect all products within that time frame. At the expiration of the seven day period, the Customer shall be assumed to waive any claim for damages resulting from any defect the Customer is aware of.

This time frame for claims of defects solely applies to the Customer and does not apply to any Third Party, which includes but is not limited to the Customer’s screen printer.

Third Party Deliveries

In the event that the Customer designates a Third Party, which includes but is not limited to the Customer’s screen printer, to claim the finished order, the Company shall not be held liable for any claims for defects, including shortages, made by the Third Party. The Company is solely responsible for checking for defects upon acceptance of the order and the Third Party shall not be allowed to make such claims for defects. Upon receipt of the order by a Third Party, the order is considered to have been checked by the Company and defects can no longer be claimed.

Returns

Garment dyed items are cut and sewn upon order placement and are based on the Customer’s specifications for style, size, and color. Thus, ALL CUSTOM ORDERS ARE FINAL. The Customer may request a top of production sample, which shall be subject to fees quoted by the Company, in order to inspect the fit, color, and other specifications of the order. The Customer shall have no valid reason to return the items after the production has been completed unless there are defects upon which the procedure stated in the above sections shall be followed.

Modification of Goods

Modification of goods upon receipt of the Customer shall be assumed to be a waiver and release of any rights to reject or return the goods and shall be considered full acceptance of the goods by the Customer. The Company shall not be liable or responsible for any loss or damage resulting from any modifications, including but not limited to screen printing, embroidery, washing, or distressing.

Jurisdiction

These Terms shall be governed by and construed in accordance with the internal laws of the State of California, without regard to conflict of law provisions. By agreeing to transact with the Company, the Customer hereby consents to jurisdiction in Los Angeles County, California.

Binding Arbitration

If the Customer and the Company are unable to resolve a Dispute through informal negotiations, either the Customer or the Company may choose to have the Dispute finally and exclusively resolved by binding arbitration, as provided under sections 1 and 2 of the Federal Arbitration Act and the California Code of Civil Procedure. Any election to arbitrate by one party shall be final and binding on the other. Arbitration replaces the right to go to court. The Customer and the Company shall each pay their own arbitration fees and attorney’s fees, unless otherwise determined by the arbitrator. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Integration

This Terms and Conditions Agreement contains the final and complete agreement between the parties as to the subject matter covered and supersedes or replaces any prior agreements, representations, or communications.

Amendments

The Terms and Conditions stated herein shall not be modified or overridden by any other terms that may be stated on the Customer’s purchase orders or other forms. Any amendment to these Terms must be made in writing and signed by the Customer and the Company.

Severability

In the event that any of the provisions of these Terms and Conditions are held to be invalid, illegal, or unenforceable, the remainder of the Terms and Conditions will continue to be valid and enforceable.

Acknowledgment and Agreement


The Customer has carefully read and agrees to the Terms and Conditions set forth above. By submitting an application and opening a Wholesale Account, each Customer agrees to be bound by these Terms and Conditions.

Payment Terms

The Customer shall pay the Company a fifty percent (50%) deposit of the total quoted balance upon receipt of the order’s pro forma document in order to move forward with production. The remaining balance shall be paid when the order is completed. All remaining balances owed to the Company shall be due on or before the estimated completion date of the order. The Customer shall not receive the finished goods until the balance is paid in full. If the Customer fails to make any payment on the due dates, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to place a hold on production, cancel the order or suspend further deliveries to the Customer.

Returns

Garment dyed items are cut and sewn upon order placement and are based on the Customer’s specifications for style, size, and color. Thus, ALL CUSTOM ORDERS ARE FINAL. The Customer may request a top of production sample, which shall be subject to fees quoted by the Company, in order to inspect the fit, color, and other specifications of the order. The Customer shall have no valid reason to return the items after the production has been completed unless there are defects upon which the procedure stated in the above sections shall be followed.