WHOLESALE TERMS AND CONDITIONS
BUYER TERMS AND CONDITIONS ACCEPTANCE:
Floterra Design, LLC d/b/a SoulofMu (hereinafter “SoulofMu" and/or "Seller") acceptance of your (the “Buyer”) application and wholesale orders is expressly made conditional on Buyer's agreement to these terms and conditions. The terms and conditions on this wholesale/buyer application, order confirmation, and invoice will govern ALL transactions between the Buyer and the Seller. Seller specifically rejects any terms or provisions which set any standards, specifications, or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions.
By requesting SoulofMu to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.
1. MINIMUM ORDER VALUE
1.2 Sizes: At least three sizes in the same color and trim must be ordered for any chosen style.
1.3 Quantity: A minimum quantity of 3 pieces in the same color/trim for any chosen style must be ordered.
New customers will be placed on Proforma until such time that the total orders invoiced are over $5,000. Once customers have reached the $5,000 expenditure, they will be placed automatically on a 30-day net account, provided they have completed a credit application form and have been approved by SoulofMu.
2. ORDER PLACEMENT AND PAYMENT
2.1 Unless otherwise agreed to in writing, payment for the Goods shall be made at the time the order is placed via Buyer’s credit card on file or Paypal.
2.2 SoulofMu may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. SoulofMu shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of SoulofMu, a credit memo and/or refund in this instance only will be processed.
2.3 Once you submit an order, you cannot cancel it. All sales are final. If you believe accidentally order please reach out to us immediately.
2.4 Any variation to any order must be agreed to in writing. The total price may alter due to any variation, and the Buyer agrees to pay any increase.
2.5 Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee. Restocking fees will be charged to your credit card on file at the time of the transaction.
2.6 No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.
2.7 Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods unless a payment plan has been approved by the Seller.
3. DUTIES/TAXES/FEES
3.1 All export and import documentation, licenses, duties, taxes, or other obligations or costs relating to the delivery of the Goods shall be the Buyer’s responsibility.
3.2 If applicable, the Buyer is responsible for providing the Seller with a valid tax exemption certificate authorized by the appropriate taxing authority. No allowances, adjustments, or discounts to the price of the Product will be given unless agreed to in writing by Seller or as provided in these Terms & Conditions.
4. SALE OF GOODS
4.1 You acknowledge that you are acquiring the Goods for the purposes of trade or business only.
4.2 Any resale of SoulofMu products on public forums such as Amazon.com, Ebay.com, or Zulily.com is expressly prohibited. SoulofMu shall have sole discretion to determine what public forums if any, are eligible for Buyer resale.
5. SHIPPING AND RISKS
5.1 For orders within the United States:
Unless otherwise agreed to in writing, SoulofMu shall arrange delivery of the Goods to you, and you will be responsible for the costs associated with delivery. Orders will be shipped via FedEx, UPS, or USPS. While the delivery service utilized by SoulofMu may include insurance for the Goods during transit, SoulofMu makes no representations and gives no warranties in respect to such insurance. You will be responsible for obtaining any specific insurance you require in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.
Unless otherwise agreed to in writing, you shall be responsible for the cost of transportation of the Goods from the premises of SoulofMu. Risk in respect of the Goods shall pass to you when the Goods are made available to the delivery carrier. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery (carrier).
6. NOTICE OF DEFECTS/RETURNS
6.1 The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within the first seven days after receiving the Goods. The Seller cannot be responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer to inspect, upon receipt, that all Goods delivered match the items ordered/invoiced.
6.2 If a part of the order is delayed or part of the order is defective or deficient, the order may only be remedied for that part.
7. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES
7.1 Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the merchandise.
8. RETURNS
8.1 It is the Buyer's responsibility to inspect, upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See item #6 for Notice of Defects).
8.2 Purchases made by Buyer through SoulofMu Wholesale are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging with all tags attached. Whether or not items are eligible for exchange is at the sole discretion of SoulofMu. All exchanges must be initiated within 7 days of receipt of goods.
8.3 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping the product back to the Seller and the shipping of the new product to the Buyer. Buyer authorizes Seller to sell any garments that have been exchanged, rejected, or abandoned.
9. MODIFICATION OF GOODS
9.1 If you modify the goods, they are immediately ineligible for return or exchange. Once the merchandise is printed, garment dyed, washed, or altered in any way, the Buyer cannot return or make a claim relating to such merchandise. The Seller is not responsible for fallout or loss during the garment dye process.
10. SAMPLES AND IMAGES
10.1 Unless otherwise expressed in writing, SoulofMu does not warrant that the Goods' quality, weight, designs, or color correspond to any specific description, image, or sample.
11. INTELLECTUAL PROPERTY
11.1 Buyer undertakes to use the Brand Name and, if required by SoulofMu, Logo when advertising Goods supplied by SoulofMu and anywhere where the Goods are described or named including on websites, labels and invoices.
11.2 SoulofMu grants Buyer a personal, non-exclusive, non-transferable, and non-assignable license to use the SoulofMu Brand Name and, if applicable, Logo for the purposes mentioned above in this section.
11.3 Buyer must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, goodwill, reputation, and image associated with the Intellectual Property of SoulofMu.
11.4 SoulofMu may revoke the license in clause 11.2 by written notice to you.
12. LIABILITY
12.1 SoulofMu shall not be liable:
- where you have altered or modified the Goods, misapplied the Goods, not followed SoulofMu instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
- for defects in any Goods manufactured by any Third Party;
- for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
- for any indirect or consequential loss of any kind
13. EXCLUSION OF IMPLIED WARRANTIES
13.1 SoulofMu shall be permitted by applicable laws, and in respect of any legal basis for a claim, NOT BE RESPONSIBLE for any product liability or any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. No implied warranties of merchantability and fitness apply to the Goods sold by Seller. In any event, the maximum liability shall be equal to repayment by SoulofMu to the Buyer of the payment made for the delayed or defective part of the order.
14. DETERIORATION OF BUYER'S CREDIT
14.1 The Seller has the right, in addition to other Remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer's financial condition become unsatisfactory to the Seller, the Seller may require cash payments or satisfactory securities for the delivery of goods.
14.2 SoulofMu may terminate this agreement with immediate effect by giving written notice to you if
- you have failed to comply with a written notice given by SoulofMu specifying a breach of the agreement and requiring you to remedy it within 14 days; or
- being an individual, you are made bankrupt; or
- being a company, you are placed in liquidation or receivership.
On termination, SoulofMu shall have the right to deal with the Goods at its absolute discretion.
15. JURISDICTION
15.1 Any transactions between the Buyer and the Seller are governed by the laws of Florida. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts in Broward County, Florida, for any claims or controversies arising in the sale of garments by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer or its Guarantor in the province or state of its domicile. However, the foregoing shall not in any way diminish or limit the arbitration provisions set forth below.
16. ARBITRATION
16.1 Agreement to binding arbitration
SoulofMu and Buyer agree that upon the demand of either party, any claim or dispute between SoulofMu and Buyer and any of either parties' parent corporation's, successor entities, present and former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be determined by binding arbitration as set forth in this Agreement. SoulofMu and Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.
16.2 Knowing and voluntary consent to binding arbitration and waiver of right to jury trial
SoulofMu and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement and are voluntarily agreeing to its terms. SoulofMu and Buyer also understand that by using binding arbitration to resolve disputes, they will give up any right to a judge or jury trial.
The Parties shall each bear their own costs and attorney's fees in any arbitration proceeding, provided, however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.
17. AMENDMENTS
17.1 These terms and conditions may be amended or replaced from time to time by SoulofMu. Any order placed after such amendment is made will represent an agreement by you to be bound by the amended terms and conditions.
AGREEMENT AND ACKNOWLEDGEMENT
Buyer(s) have carefully read and agreed to these Terms and Conditions. If any term, provision, covenant, or condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect, and shall in no way be affected, impaired, or invalidated.
If you have any questions, please contact us at contact@soulofmu.com