This is a legal contract and agreement (“Agreement”) between you and Pete and Lucy, LLC a North Carolina Limited Liability Company (“Pete and Lucy” or “We”). By agreeing to this Agreement below, you agree to purchase garments and other products (“Merchandise”), you (i) acknowledge that you have read, understood, and accepted the terms and conditions of this Agreement, and (ii) agree that such terms and conditions are a legal contract by which you are bound and which govern the purchase of Merchandise by you from Pete and Lucy.
If for any reason you do not agree with and accept all the terms and conditions of this Agreement, you should discontinue using this Site for purposes of purchasing Merchandise.
As discussed below, Pete and Lucy reserves the right, from time to time, to change this Agreement and you shall be bound by the then-current Agreement. The latest version of the agreement which you will be bound by can be found by accessing and updating http://www.peteandlucy.com/terms-of-use. We may email you when we update this Agreement, however it shall not be required that you receive notice for us to change these terms.
In order to use the Site to purchase Merchandise, you must register for an account here and be approved by Pete and Lucy. Upon approval by Pete and Lucy, LLC, you will be instructed to create an account where you will select a username and password. You are solely responsible for maintaining the confidentiality of your user name and password. Pete and Lucy is not responsible for unauthorized use of your user name and password. We 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, your providing to Us 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.
Pete and Lucy will never contact you (e-mail, phone, fax or other) and request your password. Pete and Lucy highly recommends that you periodically change your password.
We are selling to you products and apparel ONLY. You are free to sell/distribute the clothing as you wish to your retail customers, however, you are not allowed to act as a wholesaler and sell/distribute to other businesses or to any other person whose intention is to resell. You also may not physically sell/distribute the items in a location more than 60 miles outside of the area you were approved for without permission from Pete and Lucy, LLC.
We do require that items have a Minimum Advertised Price (MAP) that all Retailers, even if they are no longer active, must follow. The MAP is at least 40% over current wholesale pricing for the current seasonal collection, or for the first 60 days an item is on the market if it was from a past seasonal collection. The MAP is at least 20% over wholesale pricing for past seasonal collections, or once they’ve been on the market for 60 days if the release goes into the next seasonal collection. For the purposes of this guideline, being “on the market” refers to the date the Retailer received the items from our company.
The one exception to MAP pricing is selling to another active Retailer, in which case items may be sold at wholesale pricing in our Official Buy, Sell, Trade Group on Facebook.
Pricing is otherwise at the discretion of the Retailer. We do not have control over your methods of sales or marketing in your community and online. We do not make any guarantee to your ability to make sales or earn a specific income.
We reserve the right to discontinue our relationship with any Retailer at our sole discretion for any reason at any time.
Due to the numerous conflicts of interest that can arise, it is our policy that our Retailers can not provide wholesale services for any other company, whether owned by them or someone else. If at any time you begin to sell another brand in a wholesale manner, your account will be terminated.
Also due to conflicts of interest, we do not allow Retailers to create social networking groups for other Retailers or otherwise participate in another Retailers’ social media groups. This includes “multi sale” or special event groups.
So long as you are in compliance with this Agreement, and considered an active wholesale buyer, we will provide a code which will provide for a no-fee membership with http://www.boutique-blueprint.com (“Boutique Blueprint”). We do not control Boutique Blueprint, and are not responsible for the content or terms of such site. You will be required to agree to and abide by Boutique Blueprints terms and conditions. You are not required to take advantage of the code provided, or engage with Boutique Blueprint.
Stock images and logos will be provided to active Retailers and are able to be used for all marketing purposes while a Retailer is active. Use of our photos is dependent on the Retailer being in good standing and following all terms set forth herein. Should a photo be used publicly by a Retailer not in good standing or in violation of any of our terms, such use shall be deemed a copyright violation and may be prosecuted to the fullest extent of the law.
We have the right to sell to any entity and any individual we choose. This may include other individuals in your city. Our mission is to empower our customers by limiting the number of sellers of our product in any given area, however, the means and method of such we envision will be forever evolving.
As a Retailer, you agree to have your business’s information made public and placed in our Retailer Directory.
All Merchandise is shipped from Apex, NC USA. The risk of loss shifts to you after Pete and Lucy has delivered the Merchandise to the common carrier for shipment. Pete and Lucy is not responsible for any delays after Pete and Lucy has delivered the Merchandise to the common carrier.
Delivery dates are estimated and are based upon market and production conditions at the time of your order. Pete and Lucy is not liable for any delay in or failure to make one or more shipments if such delay or failure is due to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine, restrictions, mill conditions, strikes, delays in transportation, fuel, parts, labor or materials, or any other circumstances or cause beyond Pete and Lucy’s control.
You are required to promptly inspect the Merchandise upon delivery. You should immediately notify Pete and Lucy if the Merchandise does not conform to your order or if the Merchandise is defective. If you do not notify us within 7 days of delivery, you will have forfeited to your right to have the merchandise replaced.
Except as provided below, Pete and Lucy warrants that, subject to normal use, the Merchandise will be free of defects in material and workmanship for a period of 1 year from the date of sale to you.
This warranty does not cover or include and Pete and Lucy has no liability for:
The Merchandise is not flame-resistant or acid-resistant. The Merchandise should not be worn if the person wearing the Merchandise is exposed to fire, other flammable materials, or acids. You are prohibited from warranting or representing that the Merchandise is flame-resistant or acid-resistant. Pete and Lucy makes no representations or warranties as to the use of the Merchandise in cold or wet weather.
If the Merchandise fails to conform to the warranty, you must promptly give written notice to Pete and Lucy of the warranty claim. You may give notice by e-mail, fax, or mail.
If the Merchandise fails to conform to the warranty and if you make a timely claim of breach of warranty, then Pete and Lucy will, upon return of the Merchandise, refund or credit the purchase price, or if the Merchandise has not been returned, in Pete and Lucy’s discretion, Pete and Lucy may adjust the purchase price and refund or credit your account with the adjustment. The procedure for returning Merchandise is provided below. Pete and Lucy may set off any refund against any outstanding amount owed by you to Pete and Lucy.
The remedy of
represents and constitutes the sole and exclusive remedy available to you for a breach of warranty claim, breach of contract claim, tort claim (including negligence or strict liability), or any other claim with respect to the Merchandise. The remedy shall be determined by Pete and Lucy in its sole discretion.
You are prohibited from altering or modifying the tags that accompany the Merchandise. Pete and Lucy is not responsible for any representations or warranties made by you to the consumer.
Unless otherwise authorized in advance by Pete and Lucy, and such authorization may be given in Pete and Lucy’s sole discretion, only Merchandise that is defective and otherwise is subject to a valid warranty claim may be returned. In the absence of a valid warranty claim, Pete and Lucy will consider authorization of the return of Merchandise only if the request is made within seven (7) days after the date of delivery to you of the Merchandise.
You may not return any Merchandise after it has been decorated, modified with embroidery, tags removed, taken out of it’s packaging, or otherwise altered.
Before returning any Merchandise to Pete and Lucy, you must obtain prior authorization from Pete and Lucy. Merchandise may not be returned without first obtaining authorization from Pete and Lucy. You may request authorization by calling the Pete and Lucy customer service department at firstname.lastname@example.org. The customer service department will reply to your via email or phone within 2-3 business days.
Pete and Lucy MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND Pete and Lucy EXPRESSLY EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE LIABILITY OF THE Pete and Lucy ARISING OUT THE SUPPLYING OR SELLING OF THE MERCHANDISE, OR ITS USE BY YOU OR YOUR CUSTOMER, AND WHETHER BASED UPON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE PURCHASE PRICE OF THE MERCHANDISE. THE REMEDIES SET FORTH ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF YOU AND THE SOLE AND EXCLUSIVE LIABILITY OF Pete and Lucy WHETHER THE CLAIMS ARE BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL Pete and Lucy BE LIABLE TO YOU OR YOUR CUSTOMER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, WORK STOPPAGE, PROPERTY DAMAGE, LOSS OF USE, EXPENSES OF RECALL, OR OTHERWISE.
This Agreement sets forth the entire agreement of the parties with respect to the subject matter. These terms and conditions may not be altered, supplemented or amended by the use of any other documents.
Pete and Lucy may change this Agreement at any time without notice by updating the page http://www.peteandlucy.com/updatedterms and the change is effective immediately upon such posting and change to the Site. By using the Site for purposes of purchasing Merchandise, you agree to be bound by any such changes. You should periodically visit the Site and this page to determine the then current terms and conditions of which you are bound.
If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Pete and Lucy’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement may be assigned in whole or in part by Pete and Lucy. This Agreement may not be assigned in any manner by you without the express, prior permission of Pete and Lucy. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts in the County of Wake, Raleigh, North Carolina (the “North Carolina Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of relating to this Agreement except in the North Carolina Courts, and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.
If any provision of these terms and conditions shall be ruled unenforceable, then the remainder shall be enforced to the extent permissible.