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1. OUR CONTRACT WITH YOU
1.1 These are the wholesale terms and conditions (the “Terms”) on which we, Baby Beat Bears LLC (entity number: 6749121) whose registered office is located at 238 Ferndale LN, Downingtown PA, 19335 (“We”, “Us” and “Our”) supply any of Our products (the “Products”) detailed on Our website, https://waltersbears.com (the “Site”) to you ("Yourself", "Your company", "a company that you represent"), in your capacity as a retailer, whether you operate your business via a physical retail shop or an e-commerce website. The supply of Products to you is strictly for retail sale and Not for commercial or business use or resale.
1.2 We may ask you to prove the existence of your business and the sales methods that you use in order for Us to establish you as a potential retailer. This may include, amongst other things, you providing to Us the address of your retail outlet and/or a digital photograph of your storefront, and/or details of the URL of your website from which you operate your own e-commerce enabled webstore.
1.2 A. We will require you to provide a copy of your current Sales Tax License, prior to the start of our business relationship.
1.3 You may be asked to confirm that you have authority to bind any business that you conduct. This includes your own business entity or another entity in which you conduct business on their behalf.
1.4 These Terms will apply to any contract between Us for the sale of Products to you and replace and supersedes any previous terms and conditions. We reserve the right to revise these Terms from time to time. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.
1.5 We intend to rely on these Terms and any documents expressly referred to in them in relation to the contract between Us. While We accept responsibility for statements and representation made by Our duly authorized employees and agents, please ensure that you ask for any variations from these Terms to be confirmed to you in writing to avoid any confusion between Us. If you think that there is a mistake or require any changes to be made to these Terms, please contact Us to discuss this as soon as possible.
1.6 Please read these Terms carefully and make sure that you understand them and check that the details on your order for the Products and in these Terms are complete and accurate, before you confirm you place an order for Products with Us by making payment to Us in accordance with these Terms. You are responsible for all information provided to Us in relation to the products ordered and We shall not be responsible for any errors or missing information in the details that We receive from you.
1.7 We shall confirm your eligibility as a retailer of Our Products through email, allowing you to gain access to the "members only" area of the website. These Terms shall apply irrespective of any orders for Products that you place with Us.
1.8 At Our sole discretion, We will decide if you qualify as a retailer. We reserve the right to terminate our contract with You at any time.
1.9 We may at Our sole discretion apply a discount on very large orders made by you which We shall notify to you in writing at the relevant time.
2. ORDERING PRODUCTS
2.1 Your order for Products is made when you submit the order form at the bottom of the, "Members Only", wholesale pricing page. After this order is received, you will receive an invoice via PayPal or Wave, you can pay directly through the link on your invoice. Include the name and address for the shipment and a detailed description of items ordered, include the following details: (1) name of product (2) color of product if applicable (3) number of product(s). Submitting your Order, does not mean that We have accepted it. Our acceptance of the Order will take place as described in clause 2.5. We will contact You via phone or email if we notice a discrepancy in the Order.
2.2 There are minimum order quantities (“MOQ”) in respect of wholesale orders. We reserve the right to introduce and/or modify Our "MOQ" without notice although We will strive to give notice of any proposed changes in this respect.
2.3 In addition to the provisions of clause 2.2, you can request a current stock list from Us at any time. Please request a copy in writing and We will send you a stock file by email from which you may select Products to order.
2.4 If We are unable to supply you with any Product(s) ordered or if We are unable to comply with the timescale set out in your Order, We will inform you of this by email as soon as is reasonably practicable upon becoming aware of any such issues. We will not process the Order unless and until you confirm to Us by email that you wish Us to proceed and the details of any changes required to be made to your Order. If We are able to, We will offer you the nearest alternative or if you would prefer, We will refund you the full amount that you have paid in respect of the relevant Products as soon as is reasonably practicable, where you have already paid for the Products.
2.5 Once your Order is received by Us, it will be added to Our workflow system list for the next available day and scheduled for packing. We will email you with confirmation of your Order and request that you confirm the details to Us in writing, if any changes are warranted.
2.6 We will provide you with an estimated dispatch and delivery date as soon as possible. Please note that any dispatch and/or delivery date provided are estimates only and the time of delivery is ultimately handles through USPS.
2.7 We strive to meet the following delivery time estimates for "in stock" items: <2 weeks
2.7.1 For "out of stock" items, depending on manufacturing timelines
2.7.2 1- 50 Products, estimated delivery <2 weeks from the date of your Order;
2.7.3 51-100 Products, around 2-4 weeks from the date of your Order;
2.7.4 101- 200 Products, around 4-6 weeks from the date of your Order; and
2.7.5 over 201 Products, around 5-7 weeks from the date of your Order.
2.8 Once your Products are ready to be shipped, We will confirm your order and send you an electronic copy invoice (the “Invoice”). The Invoice will confirm the details of your Order, an order number and the amount paid by you in respect to your Order, together with any delivery or other charges applicable to your Order in accordance with clause 3.3 and/or clause 4. Please check the details set out in the Invoice as We shall not be responsible for any errors or missing information once the Order is confirmed by you. Please quote the Order number in all subsequent correspondence with Us relating to the Order. The Invoice will also confirm the options available to you for making/changing payment in respect to your Order which include secure online payment through Paypal, by credit or debit card.
2.9 We will strive to confirm your Order and issue the Invoice within 24 hours of receipt by Us of an Order, or less if the Order is received within normal working hours in the US. However, please allow up to 48 hours for Us to check and process your Order, and up to 72 hours where an Order is placed over a weekend or public holiday.
2.10 By placing a wholesale order with Us, you agree to all terms and conditions stated in this document
2.11 We reserve the right to refuse or decline any Order at Our sole discretion.
3. OUR PRODUCTS
3.1 Our Site is solely for the promotion of Our Products and the images of the Products on Our Site are for illustrative purposes only. Due to variations on the display of different computer screens, we cannot guarantee the exact color of products ordered. The Products that you receive from Us may vary slightly from those images.
3.2 In addition, you should note that We cannot guarantee a uniformed appearance to each Product as they may have slight imperfections that may have occurred during manufacturing. These imperfections include (but are not limited to), texture and color variations, imperfections on hand-sewn noses, and slight deviation of eye placement.
4. DELIVERY OF PRODUCTS
4.1 We will deliver the Product(s) ordered by you together with a hard copy of the Invoice, to the address which you give for delivery when you make your Order. If any of the details you have given to Us in your delivery address are incorrect, We are not liable for any items which have not been or are not received.
4.2 Each delivery of Products will be accompanied by a delivery note which shows the date of the Order, all relevant Order numbers, the type and quantity of the Products (including the Product code number where applicable).
4.3 Once an Order has been shipped, you will receive an email from Us notifying you of the tracking number.
4.4 We use USPS Parcel Post, UPS or Fed Ex for wholesale deliveries.
4.5 Occasionally Our delivery to you may be affected by an Event Outside Our Control. If We are unable to meet the estimated delivery date because of an Event Outside Our Control, We will contact you with a revised estimated delivery date.
4.6 Delivery of an Order shall be completed when We deliver the Product(s) to the address (or at any alternative address) that you gave Us in your Order.
4.7 If We are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, We will deliver the Order in installments. We will not charge you extra delivery costs for this. However, if you ask Us to deliver the Order in installments, We may charge you extra delivery costs. Each installment shall constitute a separate contract governed by these Terms.
4.8 The Product(s) will be your responsibility and owned by you from the point at which We or the courier first attempt delivery, whether you (or any nominated alternative) take delivery or not.
5. RETURN OF PRODUCTS
5.1 Where you are returning a Product that has a fault, if you notify Us before returning the Product to Us We will provide you with a postage paid returns label.
5.2 When returning a Product, please ensure that it is in a securely wrapped parcel with suitable packaging to ensure that the Product does succumb to additional damage in transit whilst being returned.
5.3 When returning a Product, always ensure that you obtain a receipt or proof of posting from the relevant delivery agent so that if the Product does not arrive with Us, you can prove that it was actually posted back to Us and when.
5.4 Products can be returned to the following address:
Baby Beat Bears LLC
894 Doylestown Pike
Quakertown PA 18951
5.5 Once the Product is received by Us, We will confirm this to you via email within 48 hours of Our receipt and the actions that We will take. If you have any queries regarding the Product returned, please do not hesitate to contact Us and We will assist you.
6. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND
6.1 You have a right to cancel your order before the items ship. You must cancel your order in writing before it ships in order to receive a full refund.
7. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND
7.1 If We have to cancel an Order for Products or part of it, before the Products are shipped, you will not be charged, for any items not shipped.
8. OUR LIABILITY TO YOU AS A CONSUMER
8.1 Where any of Our Products are purchased by you in order to sell them to a third party, such as other businesses for internal use or consumers for personal use, Our contract is strictly with you and We are in no circumstances liable or responsible to the end customer (whether directly or indirectly) in respect of any of Our Products or otherwise.
9. EVENTS OUTSIDE OUR CONTROL
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control (as defined in clause 14.2).
9.2 An “Event Outside Our Control” means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
9.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
9.3.1 We will contact you as soon as reasonably possible to notify you; and
9.3.2 Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Products to you, We will arrange a new delivery date with you after the Event Outside Our Control is over.
10. YOUR OBLIGATION TO US
10.1 We shall notify you of Our wholesale pricing tables from time to time which set out:
10.1.1 the minimum recommended price of Our Products (the “MRP”) which is the minimum price for which you are permitted to sell Our Products without Our express prior permission in writing. The MRP is the price that We sell the Products for when consumers contact Us direct (plus an amount in respect of any duties, taxes or shipping that are applicable);and
10.1.2 the recommended retail price of Our Products (the “RRP”) which is the price that We recommend you sell the Products for.
10.2 You may sell Products for a price in excess of the MRP, but you are not permitted to sell any Products for less than the MRP without Our express prior written permission because, amongst other things, it may damage Our brand.
10.3 You agree , undertake and covenant to Us that where you intend to sell any of Our Products to any third party, you shall:
10.3.1 not apply any discounts or sales to, or in respect of , any of Our Products unless agreed with Us in writing in advance;
10.3.2 confirm to Us in writing the names of any businesses or individuals or other resellers (the “Resellers”) who are intending to or will sell Our Products on to any third party and update Us as and when any new Resellers place any orders or requests for Our Products with you. You require Our express permission to sell Our Products on any third party website or sales channels;
10.3.3 where We notify you of any list of Resellers, businesses or individuals who We Do NOT want you to sell Our Products to (for whatever reason and at Our sole discretion), including at the date of these Terms, Amazon, eBay, Etsy, Gumtree, Bonanza etc., immediately cease to make sales or provide any of Our Products to such Resellers, individuals or businesses, including for the avoidance of doubt, the fulfilment of any outstanding orders or the provision of any samples or gifts to them; and
10.4 Where you fail to comply with the provisions of clause 15.1 to clause 15.3 (inclusive), We may and reserve the right at Our sole discretion to give you a warning for your failure to comply with those provisions and/or cease providing you with any of Our Products and Our trading relationship with you.
11. INFORMATION ABOUT US AND HOW TO CONTACT US
11.1If you have any questions or if you have any complaints, please contact Us by telephoning 215-282-4330 or by e-mailing Us at firstname.lastname@example.org.
11.2 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing, you can send this to Us by e-mail at email@example.com
We will confirm receipt of any such notice by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail or by pre-paid post to the address you provide to Us in the Order process. When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
12. HOW WE MAY USE YOUR PERSONAL INFORMATION
12.1 We will use the personal information you provide to Us to:
12.1.1 provide the Products;
12.1.2 process your payment for such Products; and
12.1.3 inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us in writing.
12.2 We will not give your personal data to any other third party.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 The Site design and all intellectual property rights in the Site, including all text, graphics, information, content, and other material displayed on or that can be downloaded from the Site are either the property of, or used with permission by, Us and are protected by copyright, trademark and other laws and may not be used, reproduced, published, transmitted, distributed, displayed, performed, exhibited, modified, used to create derivative works, sold, re-sold or used in any sale, or exploited for in any way, in whole or in part, except as provided for in these Terms and unless you obtain the prior written consent of the owner of such material. All such rights are reserved.
13.2 Our status (and that of any identified contributors) as the authors of material on the Site must always be acknowledged.
13.3 You may not modify the information or materials located on the Site in any way or reproduce or publicly display, perform, or distribute or otherwise use any such materials for any public or commercial purpose. You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations.
13.4 Certain trademarks, trade names, service marks and logos used or displayed on the Site are Our registered and unregistered trademarks, trade names and service marks. Other trademarks, trade names and service marks used or displayed on the Site are the registered and unregistered trademarks, trade names and service marks of their respective owners. Nothing contained on the Site grants or should be construed as granting, by implication, or otherwise, any license or right to use any trademarks, trade names or logos displayed on the Site without Our written consent.
13.5 If you print off, copy , translate or download any part of the Site or the materials displayed on it in breach of these Terms, your right to use the Site will immediately cease and you must, at Our option, return or destroy any copies of the materials that you have made.
14. OTHER IMPORTANT TERMS
14.1 We may transfer, assign, charge, subcontract or deal in any other manner with all or any of Our rights and obligations under these Terms to another organization but this will not affect your rights or Our obligations under these Terms. You may only transfer, assign, charge, subcontract or deal in any other manner with all or any of your rights or your obligations under these Terms to another person if We agree in writing.
14.2 This contract is between you and Us. No other person shall have any rights to enforce any of its terms