Wholesale Terms & Conditions
BAMBOO IS BETTER WHOLESALE AGREEMENT
Bamboo is Better Inc. (herein after “BAMBOO IS BETTER" 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.
By requesting BAMBOO IS BETTER INC. to supply goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.
1. MINIMUMS - Opening order: $750USD (before shipping cost). No minimums on reorders.
2. PAYMENT & ORDER TRANSACTIONS
2.1 Buyer is responsible for checking and confirming all quantities and colors when order is placed.
2.2 Unless otherwise agreed to in writing, 100% of payment for the Goods shall be made at the time the order is placed via Buyer’s credit or debit card or other forms of payment such as Paypal, ACH or Wire Transfer. Checks are not accepted.
2.3 BAMBOO IS BETTER may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. BAMBOO IS BETTER shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of BAMBOO IS BETTER, a credit memo and/or refund- in this instance only, will be processed.
2.4 Buyer may cancel order within 12 hours after placing order for full refund as long as the order has not been shipped. Orders made after 12 hours may not be canceled. Orders that have been shipped may not be canceled.
2.5 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.
2.6 Ownership of the Goods shall pass to Buyer upon payment in full of the purchase price for the Goods.
2.7 All retail sales and promotions cannot be applied to any wholesale orders.
3. DUTIES, TAXES & FEES
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.
4. SALE OF GOODS, MSRP & MAP
4.1 You acknowledge that you are acquiring the Goods for the purposes of trade or business
4.2 Any resale of BAMBOO IS BETTER products on any 3rd party public forums such as but not limited to: Amazon.com, Ebay.com, Groupon.com, or Zulily.com are expressly prohibited. BAMBOO IS BETTER shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.
4.3 The Goods must be sold at the MAP (Minimum Advertised Price) price or more (as notified to you by BAMBOO IS BETTER) unless the Goods are advertised as being “on sale” or the equivalent.
4.4 All prices are subject to change without prior notice due to currency fluctuation, fuel prices and/or unforeseen economic circumstances.
5. SHIPPING AND RISKS
5.1 For orders within the United States: Unless otherwise agreed to in writing, BAMBOO IS BETTER 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 BAMBOO IS BETTERs may include insurance for the Goods during transit, BAMBOO IS BETTER 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. Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.
5.2 For International orders: Unless otherwise agreed to in writing, Buyer shall be responsible for the cost of transportation of the Goods from the premises of BAMBOO IS BETTER. Risk in respect of the Goods shall pass to you when the Goods are made available to the delivery carrier. Buyer is 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 three (3) days after receiving the Goods. The Seller is not 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.
6.2 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.
7. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES
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.
8.1 It is the responsibility of the Buyer 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 BAMBOO IS BETTER Wholesale are eligible for a return within 7 days of receiving order so long as product has been unopened, unused, is in its original packaging, and includes all original tags. 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 BAMBOO IS BETTER. All exchanges must be initiated within 14 days of receipt of goods.
8.3 In the event of a return or 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 items that have been exchanged, rejected, or abandoned.
8.4 Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 15% restocking fee. Restocking fees will be deducted from the refund amount.
9. SALES OF DISTRIBUTION
Buyer agrees not to book trade shows, fairs and in person events that Seller or other distributors is contracted for. Buyer agrees to confirm BAMBOO IS BETTER or any other distributor selling BAMBOO IS BETTER brand is not selling at the intended event which includes but are not limited to the Event List on BAMBOO IS BETTER website. Buyer agrees to cancel any shows that BAMBOO IS BETTER is confirmed for.
10. MODIFICATION OF GOODS
If you modify the goods, they are immediately ineligible for return or exchange. Once merchandise is printed, garment dyed, washed or altered in anyway, 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.
11. SAMPLES AND IMAGES
Unless otherwise expressed in writing, BAMBOO IS BETTER does not warrant that the quality, weight, designs or color of the Goods corresponds to any specific description, image or sample.
12. INTELLECTUAL PROPERTY
12.1 You undertake to use the Brand Name and, if required by BAMBOO IS BETTER, Logo when advertising Goods supplied by BAMBOO IS BETTER and anywhere where the Goods are described or named including on websites, labels and invoices.
12.2 BAMBOO IS BETTER grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the BAMBOO IS BETTER Brand Name and, if applicable, Logo for the purposes mentioned above in this section.
12.3 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 BAMBOO IS BETTER.
12.4 The license in clause 12.2 may be revoked by BAMBOO IS BETTER by written notice to you.
13.1 BAMBOO IS BETTER shall not be liable:
- where you have altered or modified the Goods, misapplied the Goods, not followed BAMBOO IS BETTER’s 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.
14. EXCLUSION OF IMPLIED WARRANTIES
14.1 BAMBOO IS BETTER 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 BAMBOO IS BETTER to the Buyer of the payment made for the delayed or defective part of the order.
15.1 Any transactions between the Buyer and the Seller are governed by the laws of California. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Los Angeles, California, 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.
16.1 AGREEMENT TO BINDING ARBITRATION BAMBOO IS BETTER and Buyer agree that upon the demand of either party, any claim or dispute between BAMBOO IS BETTER 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. BAMBOO IS BETTER 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.
16.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL BAMBOO IS BETTER and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. BAMBOO IS BETTER and Buyer also understands that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.
16.3 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.
This Non-Disclosure Agreement (“NDA") is made effective as of 01/01/2023 (the "Effective Date"), by and between Bamboo is Better Inc. (the "Owners") of confidential material and information, as described below, and BUYER, the intended "Recipient" of such confidential material and information (hereinafter referred to collectively as ‘Confidential Information”.
(Owner and Recipient shall be referred to together at times as “the Parties” and each, individually, as a “Party”).
This NDA will be entered into in connection with, and incorporated into, the Parties’ Independent Contractor’s Agreement (“ICA”).
Owner has requested and Recipient agrees that Recipient will protect the Confidential information which may be disclosed between Owner and Recipient. Therefore, the Parties agree as follows:
1. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Owner, whether or not owned or developed by Owner, which is not generally known other than by Owner, and which Recipient may obtain through any direct or indirect contact with Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Owner concerning the business, technology and information of Owner and any third party with which Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
A. "Confidential Information" does not include:
- matters of public knowledge that result from disclosure by Owner.
- information rightfully received by Recipient from a third party without a duty of confidentiality.
- information independently developed by Recipient.
- information disclosed by operation of law.
- information disclosed by Recipient with the prior written consent of Owner; and any other information that both Parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. Recipient understands and acknowledges that the Confidential Information has been developed or obtained by Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Owner, which provides Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by Recipient of the Confidential Information, Recipient agrees as follows:
- No Disclosure. Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Owner.
- No Copying/Modifying. Recipient will not copy or modify any Confidential Information without the prior written consent of Owner.
- Unauthorized Use. Recipient shall promptly advise the Owner if Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
- Application to Employees. Recipient shall not disclose any Confidential Information to any employees of Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Owner.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Owner shall be entitled to an injunction to restrain Recipient from disclosing the Confidential Information in whole or in part. Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the term of this Agreement, Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of Owner. If such circumvention shall occur Owner shall be entitled to any commissions due, pursuant to this Agreement or relating to such transaction.
V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of Owner, Recipient shall return to Owner all written materials containing the Confidential Information. Recipient shall also deliver to Owner written statements signed by Recipient certifying that all materials have been returned, within five (5) days of receipt of the request.
VI. RELATIONSHIP OF PARTIES. Neither Party has an obligation under this Agreement to purchase any service or item from the other Party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
VII. NO WARRANTY. Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Owner does not represent or warrant that any product or business plans disclosed to Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of Recipient.
VIII. LIMITED LICENSE TO USE. Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. Recipient acknowledges that, as between Owner and Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Owner, even if suggestions, comments, and/or ideas made by Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
IX. INDEMNITY. Each Party agrees to defend, indemnify, and hold harmless the other Party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying Party's material breach of any duty, representation, or warranty under this Agreement.
X. ATTORNEY'S FEES. In any legal action between the Parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
XI. ALTERNATIVE DISPUTE RESOLUTION. This NDA shall comply with any and all alternative dispute resolution process (processes) contained in the Parties’ ICA, to which this NDA is attached.
XII. TERM. The obligations of this Agreement shall survive for five (5) years after the termination thereof, or until Owner sends Recipient written notice releasing Recipient from this Agreement. After that, Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.
XIII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the Parties regarding confidentiality. Any amendments must be in writing and signed by both Parties. This Agreement shall be construed under the laws of the State of California. This Agreement shall not be assignable by either Party. Neither Party may delegate its duties under this Agreement without the prior written consent of the other Party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
XIV. WHISTLEBLOWER PROTECTION. This Agreement is written in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.