Wholesale Terms & Conditions

• Opening order: $750 USD (before shipping).
• Reorders: No minimum.

• 2.1 Buyer must confirm all quantities, variants, and colors when placing the order.
• 2.2 Unless otherwise agreed in writing, 100% prepayment is due at checkout by credit/debit card, PayPal, ACH, or Wire. Checks are not accepted.
• 2.3 Seller may refuse or cancel any order by written notice. In such case, at Seller’s discretion, a refund and/or credit memo will be issued. Seller is not liable for any resulting loss or damage.
• 2.4 Buyer may cancel within 12 hours for a full refund if the order has not shipped. Orders cannot be canceled after shipment.
• 2.5 Any variation must be agreed in writing; pricing will be adjusted accordingly.
• 2.6 Title to Goods passes to Buyer upon Seller’s receipt of payment in full.
• 2.7 Retail promotions/discounts do not apply to wholesale orders.

All export/import documentation, licenses, duties, taxes, and related costs are the Buyer’s responsibility.

• 4.1 Buyer acquires Goods for trade or business purposes.
• 4.2 Resale on public third-party marketplaces (e.g., Amazon, eBay, Groupon, Zulily) is prohibited unless expressly authorized by Seller.
• 4.3 Goods must be advertised at or above MAP unless promoted as “on sale.”
• 4.4 Prices may change without notice due to currency, fuel, or economic conditions.

• 5.1 U.S. Orders: Seller arranges delivery via UPS, FedEx, or USPS unless otherwise agreed. Buyer pays delivery costs. Risk passes to Buyer when Goods are delivered to the carrier. Any transit insurance is as offered by the carrier; Buyer should secure additional coverage if needed. Retail free-shipping promos do not apply to wholesale.
• 5.2 International Orders: Unless otherwise agreed, Buyer is responsible for transportation from Seller’s premises and assumes risk once Goods are made available to the carrier. Buyer is responsible for duties, taxes, and insurance thereafter.

• Claims related to shortages, quality, or specifications must be reported within 3 days of receipt.
• Seller is not responsible for shortages on shipments directed to third parties.
• If a portion is delayed/defective, remedies apply only to that portion.

Accepting Goods with known issues (including late delivery) waives claims for damages related to those issues.

• Buyer must inspect all Goods on receipt and ensure they match the invoice.
• Returns accepted within 7 days if unopened, unused, and in original packaging with all tags.
• Exchanges for unused, original-packaging items may be accepted at Seller’s discretion within 14 days.
• Buyer pays all shipping for returns/exchanges (both ways). Seller may resell exchanged/rejected/abandoned items.
• Restocking fee: 15% deducted from refund.

Buyer will not book trade shows, fairs, or events where Seller or an authorized distributor is contracted to sell. Buyer agrees to confirm Seller/distributor participation and cancel any conflicting events listed on Seller’s Event List.

Modified goods (printed, garment-dyed, washed, altered, etc.) are immediately ineligible for return or exchange. Seller is not responsible for fallout/loss during garment-dye processes.

Unless expressly stated in writing, Seller does not warrant that quality, weight, design, or color will match any particular description, image, or sample.

• Buyer agrees to use the BAMBOO IS BETTER brand name (and logo, if required) when advertising Goods wherever described or named (sites, labels, invoices).
• Seller grants Buyer a non-exclusive, non-transferable license to use brand assets solely for selling Seller’s Goods.
• Buyer must not use brand assets in ways detrimental to Seller’s goodwill/reputation.
• License may be revoked by written notice.

• Seller is not liable where Buyer altered/misapplied Goods, failed to follow instructions, or subjected Goods to unusual handling.
• No liability for defects in third-party manufactured Goods.
• No liability for losses caused in whole/part by factors beyond Seller’s control (including production/supply delays).
• No liability for indirect or consequential loss.

To the extent permitted by law, Seller disclaims implied warranties of merchantability and fitness. Seller is not responsible for product liability, business interruption, consequential loss, or loss of profit. Seller’s maximum liability is limited to a refund of amounts paid for the delayed or defective portion.

Transactions are governed by the laws of the State of California. Parties consent to jurisdiction in the courts of Los Angeles, California, without limiting Seller’s right to sue in Buyer’s domicile. (Arbitration provisions below remain in effect.)

• Upon demand of either party, any claim/dispute between Seller and Buyer (including affiliates, successors, agents) will be resolved by binding arbitration.
• Parties knowingly waive the right to a judge or jury trial.
• Each party bears its own costs/attorneys’ fees unless otherwise ordered by the arbitrator per applicable law.

Effective: 01/01/2023

Owner (Bamboo is Better Inc.) may disclose Confidential Information to Recipient (Buyer). Recipient will protect Confidential Information and use it only for the business relationship. Confidential Information includes non-public business, technical, and financial information, sales leads, product ideas, IP, and customer lists.

Exclusions: public information; rightfully received third-party information; independently developed information; legally compelled disclosures; Owner-approved disclosures; and written mutual exclusions.

• Protection: No disclosure, copying, or modification without written consent; notify Owner of unauthorized use; limit access to employees with a need-to-know under similar NDA.
• Injunction: Owner may seek injunctive relief for threatened/actual breaches.
• Non-circumvention: For 5 years after termination, Recipient will not solicit Owner’s contacts to circumvent Owner.
• Return: Upon request, Recipient will return/destroy all Confidential Information and certify return.
• No Warranty: Information is provided “as is”; no implied warranties; no liability for use.
• IP: No license granted beyond limited use; all rights remain with Owner.
• Indemnity: Each party indemnifies the other for material breach.
• Term: Obligations survive for 5 years after termination; protection of information received during the term survives indefinitely as appropriate.
• Whistleblower: DTSA immunity for certain government/attorney disclosures and sealed filings.
• Governing Law / ADR: California; ADR aligns with the parties’ ICA.