Wholesale Agreement Terms and Conditions
GENERAL WHOLESALE AGREEMENT:
This Wholesale Agreement (hereinafter, the “Agreement”) is made and entered into by and between ALLISON ALANE JEWELRY DESIGNS, LTD. (hereinafter "Wholesaler"), and RETAILER (hereinafter, "Retailer").
Retailer requests to sell and promote the products offered by the Wholesaler in their store. By reading this agreement and finalizing an order with ALLISON ALANE JEWELRY DESIGNS, LTD., the Retailer is agreeing to all Wholesale Terms and Conditions contained herein.
WHOLESALER AND RETAILER RESPONSIBILITIES:
Retailer must maintain a current business sales tax certificate on file and provide a copy to Wholesaler.
Retailer must have a functioning URL that is owned by the entity applying for the wholesale account and/or a proof (e.g., a picture and physical address) of a brick-and-mortar store.
Wholesaler will deliver inventory to the Retailer, as agreed. Wholesaler is not involved in the actual transaction between the Retailer and the Customer. Retailer will be responsible for providing exemplary customer service to all actual and potential customers, including taking reasonable measures to respond to all customer inquiries.
Wholesaler is not the agent of either the Retailer or the Customer.
WHOLESALE PRICING:
All wholesale prices are listed in US dollars.
The manufacturer’s suggested retail price (or “MSRP”) is the minimum price for which Retailers are permitted to sell ALLISON ALANE products. Retailers may price the products in excess of the MSRP, but are not permitted, under any circumstances, to sell ALLISON ALANE products for less than the MSRP without prior written authorization from ALLISON ALANE JEWELRY DESIGNS, LTD.
In the event that the Retailer chooses to place ALLISON ALANE products for sale at a discount, the Retailer is not permitted to discount the pieces without approval from the Wholesaler.
OPENING ORDERS:
A minimum opening order of $2000 is required.
REORDERS:
There is a minimum reorder amount of $1250.
CHANGES TO COMPLETED ORDERS:
Any changes or cancellations to a completed order must be requested by sending an email to wholesale@allisonalane.com within 48 hours of order submission. Changes are not guaranteed and may incur longer production times.
CANCELLATIONS:
Orders may be canceled within 48 hours of order placement by submitting your cancellation request via email to wholesale@allisonalane.com.
BILLING:
For opening orders a deposit of 50% is due at the time of order. The remaining balance is due prior to shipping to the Retailer. Wholesaler accepts most major credit cards, as well aws electronic funds transfer (ACH, Zelle or wire). All subsequent orders will be due in full prior to shipping unless otherwise agreed upon.
Overdue invoice balances will be subject to a late payment fee of 2% per month, which will be charged daily until the owing balance is paid.
If you are unable to make a payment for reasonable circumstances that are out of your control, contact us by email at wholesale@allisonalane.com and we will discuss alternative options.
PRODUCT VARIANCE:
Due to the handmade nature of Wholesaler’s fabrication process and the materials used, no two pieces will ever be the same. The photos representing the items ordered are a close representation of the items that will be delivered.
FABRICATION & LEAD TIME:
Each item that leaves the ALLISON ALANE JEWELRY DESIGNS, LTD. studio is handmade to order. Once an order is placed, please allow 4-6 weeks for production and fulfillment. Please keep in mind that due to the nature of our production process, lead times may also change unexpectedly. We will always keep you informed and communicate any changes to you promptly. Orders placed during busy/holiday seasons are also subject to longer lead times.
Feel free to contact us by email at wholesale@allisonalane.com regarding any questions about the status of your order.
RUSH ORDERS:
Wholesaler may be able to rush your order if the production schedule allows. A rush order is defined as a Retailer needing their order to ship out within 34 days of placing the order.
Rush orders for up to 10 products will require an additional production fee of $200. Rush orders from 11 products to 20 products will require an additional production fee of $275. Rush orders beyond 20 products will require an additional production fee equal to 25% of their total order cost. The Retailer will be responsible for any expedited shipping methods. We will send a digital invoice for the additional charges that must be paid before shipment of the rush order.
If your order needs to be rushed, please contact us by email at wholesale@allisonalane.com before placing the order to ensure it will be possible.
SHIPPING AND HANDLING:
All orders are shipped via insured USPS Priority Mail from BROOKLYN, NY. Expedited shipping methods and other carriers may be used at the Retailer's expense.
The shipping fee is a flat rate of $12+insurance for US orders and will be included in the invoice total.
LIABILITY FOR LOSS, DAMAGE OR THEFT OF BOUGHT MERCHANDISE
If the purchased merchandise is lost, stolen, destroyed, damaged or unaccounted for due to any cause, known or unknown, while in Retailers possession:
The merchandise that is lost or unaccounted for shall be considered as having been sold, and the terms of purchase still remain in effect.
DAMAGES/DEFECTS:
Please inspect all shipments immediately upon arrival. Please contact us by email at wholesale@allisonalane.com within five business days of receiving a damaged or defective shipment. Note that the policy states: "within five days of receiving" and not "within five days of opening.” This means that if an order is received, but not opened for six business days and it is damaged, the return cannot be accepted. Please keep all packaging with the return, including packaging materials, even if damaged. Retailer will not send a knowingly defective product to a customer.
Returned merchandise will be repaired or replaced with new merchandise if unable to be repaired. Returned merchandise will not be accepted if it is held for more than 15 calendar days after receipt or if returned without contacting Wholesaler to report damage or defects as outlined above. The Wholesaler will credit all return shipping charges due to damaged or defective product towards the next order.
Wholesale orders are considered final sale with no returns. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects during the first 30 calendar days after sale, we will work with you to find a resolution.
RETURNS / EXCHANGES:
Wholesale orders are made to order. Therefore, merchandise may not be returned or exchanged.
Wholesaler will only accept returns in the case of defective merchandise as noted above.
SALES AND TAX:
Retailer agrees that it is the sole responsibility of Retailer to collect, report and remit all taxes to the correct tax authority for all business transactions, sales, or revenue, stemming from the sale of the Wholesaler's products.
Retailer further agrees that Wholesaler is not obligated to determine whether a sales tax applies, and is not responsible to collect, report, or remit any tax information arising from any transaction captured by Retailer.
Retailer agrees to supply Tax ID and Sales Tax Certificate to Wholesaler by email with the first Wholesale order. Wholesaler will not fulfill the order until provided with requested documentation.
RIGHT TO MODIFY:
Wholesaler retains the right to modify this agreement at any time. Changes will not be retroactive.
DISCLOSURES:
Whether communicated verbally or in writing, Wholesaler will disclose any and all treatments to a gemstone such as whether a treatment significantly affects the value of the gemstone, is not permanent, or creates special care requirements. Retailer agrees to disclose any and all treatments to the consumer as well.
ANTI-MONEY LAUNDERING:
We are compliant with AML requirements under the US Patriot Act. We maintain high standards of fraud screening and detection to protect our customers and credit card holders. We reserve the right to require additional documentation or payment via bank wire if an account is flagged for suspicious activity. We also reserve the right to decline any orders that we cannot sufficiently authenticate as legitimate business transactions.
SEVERABILITY:
If any provisions or sections of this agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
TERMINATION OF WHOLESALE ARRANGEMENT:
Wholesaler may terminate this Agreement at any time and for any reason by providing 30 days advance written notice. The Retailer may terminate this Agreement at any time and for any reason by providing 30 days advance written notice but said termination shall not affect the agreement regarding items already purchased.
RESPONSIBILITY:
Wholesaler is in no way responsible or liable for the success of the Retailer's website or store, the accuracy, or legality of its content and operation. Further, the Retailer has independently evaluated the desirability of participating in the Wholesaler's Wholesale Program and is not relying on any representation, guarantee or statement other than set forth in this agreement.
WEB COMMERCE:
No products or goods purchased from or produced by Wholesaler shall be resold by Retailer through any location other than Retailers URL or brick and mortar store, including an online auction (e.g., eBay) and other selling channels (e.g. Walmart, Etsy, Amazon, Wanelo) without the express, written authority of the Wholesaler. If Retailer resells via 3rd party, wholesaler and Retailer relationship will be terminated.
REPRESENTATION OF PRODUCT:
ALLISON ALANE JEWELRY DESIGNS, LTD retains all rights to all images of products provided and retains the right to prohibit the use of any and all images provided. Retailer may not alter (e.g., crop, change background colors, add text, change logo) provided photos other than to size appropriately for website and marketing materials.
Retailer may not use any of the images for any other purpose other than to encourage sales. Retailer must describe the product in the appropriate category and may not represent the product in other categories or for other uses, without prior authorization from Wholesaler.
All product listings and any social media posts must give credit and tag back or link back to ALLISON ALANE (i.e. @allison_alane or designs by Allison Alane).
STORAGE OF PRODUCT:
Retailer agrees to always store products safely, and when not in a case will keep products inside the clear, plastic bags, in a clean, smoke-free location when not on display.
ENTIRETY:
The herein contained Wholesale Agreement constitutes the entire understanding of both the Wholesaler and the Retailer pertaining to all matters contemplated hereunder at this time. The parties signing this Agreement desire or intend that any contract or other agreement entered into between the parties subsequent hereto shall supersede and preempt any conflicting provision of this Wholesale Agreement whether written or oral.
WARRANTIES:
Neither the Wholesaler nor the Retailer shall make any guarantee or warranties in relation to any sale, use or transfer of the merchandise by the other party or any third party acting on behalf of the Wholesaler or the Retailer.
ASSIGNMENT:
This Agreement is not assignable and may not be modified other than by a written modification agreed to and signed by both parties.
GOVERNING LAWS:
This Agreement shall be construed and governed in accordance with the laws of the State of New York.
ARBITRATION/MEDIATION DISPUTE RESOLUTION:
The Wholesaler and the Retailer both agree that should any dispute arise through any aspect of this relationship, including, but not limited to, any matters, disputes or claims, the parties shall confer in good faith to promptly resolve any dispute. If the parties are unable to resolve the issue or dispute between them, then the matter shall be mediated and/or arbitrated in an attempt to resolve any and all issues between the parties.
The parties agree that any claim or dispute that arises from or through this agreement, the relationship or obligations contemplated or outlined within this agreement, if not resolved through mediation, shall then go to and be resolved through final and binding arbitration. Any decision reached by the Arbitrator shall be final and binding and, if required, may be entered as a judgment in any court having jurisdiction. This Agreement shall be interpreted and governed by and in accordance with the Federal Arbitration Act 9 U.S.C. §1-16.
WAIVER:
The Wholesaler and the Retailer agree that instances or patterns of waiver, forbearance, course of dealing or trade usage shall not affect the right of either party to demand performance of any term or condition contained within this Agreement.