Wholesale

WHOLESALE TERMS & CONDITIONS

Love Liparu LLC (herein after “Love Liparu" 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 set forth on this wholesale/buyer application, order confirmation and/or 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.

Love Liparu may ask you to prove the existence of your business and the sales methods that you use in order for us to establish that you are a retailer. This may include, amongst other things, providing us your business license, resellers license, the address of your retail outlet and/or a digital photograph of your store front, and/or details of the URL of your website from which you operate your own e-commerce enabled webstore.

You confirm that you have authority to bind any business or company on whose behalf you use our site to order and purchase products.

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.

By requesting Love Liparu to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.

1. SETTING UP A WHOLESALE ACCOUNT

1.1 Email info@loveliparu.com for more information and to set up a wholesale account.

2. MINIMUMS

2.1 $350 USD not including shipping, unless agreed upon in writing. Love Liparu reserves the right to introduce a different minimum order amount without notice.

2.2 Below is a minimum order quantity (“MOQ”) for each of our products. Love Liparu reserves the right to introduce a different MOQ without notice.

Fundraising bandanas (BLM, FUNDamental Rights, Lavender Dreams) + insect shield	20 total any size/design
Treat Jars	15 total any size/design
Snuffle Balls	30 total any size/normal color 20 total any size/custom color
Crystal tags	10 total of any crystal
Custom Vinyl Leash Wraps	25 per design
Custom Embroidered Leash Wraps	25 per design
Pre-made Leash Wraps	20 total per pre-made design
Fully Reflective Leash Wraps	20 total
Custom Glow In The Dark Leash Wraps	25 per design
Custom Reflective Text Leash Wraps	25 per design
Freeze-dried treats	30 total any size/protein

2.3 Custom items may have an additional customization charge.

2.4 Love Liparu reserves the right to charge an additional sample fee per item if the Buyer requests. This fee covers the costs of processing, packaging, and shipping the requested sample. The sample fee is non-refundable, regardless of whether an order is placed.

3. PRODUCTS

3.1 Although we have made every effort to display the colors and print accurately, we cannot guarantee that your computer’s display of the colors accurately reflects the color of the products. The products that you receive from us may vary slightly from those images.

3.2 All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time.

3.3 All products are handmade. Slight variation in shape, stitching, thread color, snap placement, tag placement, etc. is normal and not considered a defect. (See DEFECTS/RETURNS)

3.4 Love Liparu does not give permission to the Buyer to alter our product in any way. Love Liparu does not give consent or permission for the Buyer to private label and/or white label any of our products. The Buyer may not remove the original tags that come on our products, alter the original tags, and/or add additional tags with or without the Buyer’s logo.

4. PAYMENT & ORDER TRANSACTIONS

4.1 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 or Paypal.

4.2 Love Liparu has the right to refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to the Buyer. Love Liparu shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Love Liparu, a credit memo and/or refund- in this instance only, will be processed.

4.3 Once you submit an order, it cannot be canceled by you. All sales are final.

4.4 Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase.

4.5 Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee. Restocking fees will be charged at the time of the transaction.

4.6 No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.

4.7 Ownership of the goods shall pass to the Buyer upon payment in full of the purchase price for the Goods. (Please see SOCIAL MEDIA + ECOMMERCE)

5. DUTIES/TAXES/FEES

5.1 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.

6. SALE OF GOODS & MSRP

6.1 You acknowledge that you are acquiring the Goods for the purposes of trade or business only.

6.2 Any resale of Love Liparu products on public forums such as Amazon.com, Ebay.com or Etsy.com are expressly prohibited. Love Liparu shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.

6.3 Products or goods purchased from Love Liparu shall be sold at 100% minimum markup. Love Liparu reserves the right to change this minimum markup and give permission to the Buyer with written consent.

6.4 Love Liparu is not responsible for any loss incurred if the Buyer decides to put Love Liparu on sale.

7. SHIPPING/HANDLING AND RISKS

7.1 United States orders:

7.1a Unless otherwise agreed to in writing, Love Liparu 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 Love Liparu may include insurance for the Goods during transit, Love Liparu makes no representations and gives no warranties in respect to such insurance and 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.

7.1b Cost of shipping will be calculated after wholesale order is made. Love Liparu will contact the Buyer to inform the shipping price and will send a separate shipping invoice the Buyer is required to pay before the products are shipped.

7.1c Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.

7.1d Local delivery within the Greater Seattle Area:

7.1e Buyers located within the Greater Seattle Area are eligible for local delivery and responsible for a delivery fee. Love Liparu has the right to refuse local delivery for any reason and ship the wholesale order to the Buyer at the Buyer’s expense. Love Liparu will confirm with the Buyer if they are eligible for local delivery. The Buyer will be sent a separate invoice for delivery fee if applicable. Love Liparu will deliver your order when it’s ready to the shipping address provided on your wholesale account.

7.2 For International orders:

7.2a Unless otherwise agreed to in writing, the Buyer shall be responsible for the cost of transportation of the goods from the premises of Love Liparu. 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). Love Liparu is not responsible for any duties or taxes, the Buyer accepts this potential cost.

8. NOTICE OF DEFECTS/RETURNS

8.1 The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within 48 hours 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 matches the items ordered/invoiced.

8.2 If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.

9. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES

9.1 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.

10. RETURNS

10.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See Notice of Defects).

10.2 Purchases made by Buyer through Love Liparu Wholesale are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging with all original tags attached. Whether or not items are eligible for exchange is at the sole discretion of Love Liparu. All exchanges must be initiated within 48 hours of receipt of goods.

10.3 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Seller as well as the shipping of the new product to the Buyer. Buyer authorizes Seller to sell any garments that have been exchanged, rejected, or abandoned.

11. MODIFICATION OF GOODS

11.1 If you modify the goods, they are immediately ineligible for return or exchange. Once merchandise is washed, ironed, original tags are removed, or product is altered in any way, the Buyer cannot return or make a claim relating to such merchandise.

12. SAMPLES AND IMAGES

12.1 Unless otherwise expressed in writing,Love Liparu does not warrant that the quality, weight, designs or color of the goods corresponds to any specific description, image or sample.

13. INTELLECTUAL PROPERTY

13.1 You undertake to use the Brand Name and, if required by Love Liparu, Logo when advertising Goods supplied by Love Liparu and anywhere where the Goods are described or named including on websites, labels and invoices.

13.2 Love Liparu grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Love Liparu Brand Name and, if applicable, Logo for the purposes mentioned above in this section.

13.3 You 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, good will, reputation and image associated with the Intellectual Property of Love Liparu.

13.4 The license in clause 13.2 may be revoked by Love Liparu by written notice to you.

14. SOCIAL MEDIA + ECOMMERCE

14.1 The Buyer is required to include “Love Liparu” in the product name and product description every time a Love Liparu product is shown on the Buyer’s website, if applicable.

14.2 On social media, the buyer must tag Love Liparu and give written credit to Love Liparu as the maker of the product every time the product is shown through videos, photos, etc.

14.3 Love Liparu has the right to request the immediate stop of reselling of Love Liparu products if the Buyer does not follow 14.1 and/or 14.2.

14.4 If the Buyer takes action that restricts Love Liparu from viewing the Buyer’s social media and/or website the responsibility of goods goes immediately back to Love Liparu. We have the right to request the remaining Love Liparu products the Buyer has not resold to be sent back to Love Liparu. All costs occurred in sending back and loss of sales is the Buyer’s responsibility. Love Liparu will give written notice that this is required and provide a shipping address to the Buyer. The Buyer has 5 business days to show proof that remaining Love Liparu goods are being shipped back to Love Liparu.

15. LIABILITY

15.1 Love Liparu shall not be liable:

where you have altered or modified the goods, misapplied the goods, not followed Love Liaprus’ instructions in respect to the goods or have subjected them to unusual or non-recommended use or handling;
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

16. EXCLUSION OF IMPLIED WARRANTIES

16.1 Love Liparu shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of merchantability and fitness applying to the goods sold by Seller. In any event, the maximum liability shall be equal to repayment by Love Liparu to the Buyer of the payment made for the delayed or defective part of the order.

17. DETERIORATION OF BUYER'S CREDIT

17.1 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 delivery of goods.

17.2 Love Liparu 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 Love Liparu specifying a breach of the agreement and requiring you to remedy it within 5 business days; or
being an individual, you are made bankrupt; or
being a company, you are placed in liquidation or receivership.

On termination, Love Liparu shall have the right to deal with the Goods at its absolute discretion.

18. JURISDICTION

18.1 Any transactions between the Buyer and the Seller are governed by the laws of Washington. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of King County District Courts, 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.

19. ARBITRATION

19.1 AGREEMENT TO BINDING ARBITRATION

Love Liparu and Buyer agree that upon the demand of either party, any claim or dispute between Love Liparu and Buyer and/or any of either parties' parent corporation's, successor entities, present and/or 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. Love Liparu and Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of 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.

19.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL

Love Liparu and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. Love Liparu and Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.

19.3 COSTS OF ARBITRATION

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.

AMENDMENTS

These terms and conditions may be amended or replaced from time to time by Love Liparu. 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 agree 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.

Date Created: 3.19.2023 Last Modified: 10.16.2023