Products will be ordered by Buyer and shipped by Sugar Bee Clothing, Inc at wholesale prices and quantities as agreed to by the Parties and subject to the terms and conditions of sale and shipment established by Sugar Bee Clothing, Inc at the time Sugar Bee Clothing, Inc accepts the order. Sugar Bee Clothing, Inc reserves the right to change wholesale prices upon prior notice to Buyer. Sugar Bee Clothing, Inc reserves the right to cancel or reduce quantities prior to shipping the order. Buyer agrees that shipping and handling, taxes and all similar third-party charges shall not be included in the wholesale price.
a. $400 minimum first order for new buyer once Wholesale Account has been approved and activated and $100 minimum for each reorder thereafter
b.$400 minimum and $100 reorder does not include additional services of personalization, tags and/or shipping cost
c. $750 minimum spend annually, including first order. Annually is defined as 365 days after first order for all new wholesale accounts as of January, 1st 2023.
d. Existing wholesale accounts as active on or before December 31st, 2022, will meet the $750 annual spend by December 31st, 2023.
This Agreement shall renew automatically for successive one (1)
year terms, unless otherwise terminated or superseded by a new form of Agreement (the
"Term"). It is expressly agreed that Sugar Bee Clothing, Inc is not obligated to permit this Agreement to
renew from year to year and that either Party may terminate this Agreement at any time, with or
without any reason, upon three (3) business days' prior written notice to the other Party.
Buyer shall only be allowed to resell Sugar Bee Clothing, Inc products in its retail stores, through its catalog and its own online websites subject to approval from Sugar Bee Clothing, Inc, each if any, each
of which shall be disclosed to Sugar Bee Clothing, Inc in writing prior to any sales. For the sake of
clarity, Buyer shall not be allowed to sell Products directly on secondary websites (i.e. establish
an online storefront on Amazon, Ebay, Etsy, Walmart, or any other resell
or similar platform). Violation of this provision is an automatic breach of this Agreement and shall render this agreement terminable.
4. Payment and Taxes.
Unless otherwise agreed in writing, Buyer shall pay for all Products by a
credit card. Buyer acknowledges and understands that upon
shipment Sugar Bee Clothing, Inc will charge the entirety of amount owed with the credit card on file
for Buyer unless mutually agreed upon otherwise. Buyer consents to such charges and shall not
dispute them under any circumstances.
Buyer agrees to pay for all shipping, handling, and insurance costs. Risk of loss shall
transfer from Sugar Bee Clothing, Inc to Buyer either at the point where Sugar Bee Clothing, Inc delivers the
goods to a common carrier of its choice or at Sugar Bee Clothing, Inc’s shipping dock. Buyer agrees and
understand that natural disasters, port delays, acts of war, or acts of God, or pandemic may vary
shipping and receivables and are always subject to change. As a result, the assumption of risk shall bear with the Buyer in the event of delays not controlled by Sugar Bee Clothing, Inc.
6. Return Policy.
All defective/damaged products returned to Sugar Bee Clothing, Inc will be replaced and shipped prepaid to Buyer. No returns otherwise are accepted. Buyer is responsible for reporting defective, damaged product to Sugar Bee Clothing, Inc within 7 days of receiving shipment. Should Buyer fail to provide notice of damaged product to Sugar Bee Clothing, Inc within the 7-day period Buyer shall be deemed to have accepted all Product and cannot make a claim that any of it is defective/damaged. In addition, any defective/damaged product must be returned unworn and with tags on the product. Sugar Bee Clothing, Inc will provide a prepaid shipping label at no expense to the Buyer. If the product is worn or tags are missing Buyer shall be responsible for all costs associated with the product.
7. Restrictions on Resale.
a. Buyer represents and warrants that it has read and understands the MAP policy and agrees to abide by terms and condition of the MAP Policy.
b. Buyer agrees that it shall only sell the Products directly to the consumer and shall only sell the Products through its own storefronts, both physical and online. Buyer may not re-sell Products to other retailers (including but without limitation individuals holding themselves out as retailers on any online storefront such as eBay and Amazon) or any individual or company that sells products on any online forum (including but without limitation Facebook, Mercari or Poshmark).
c. Buyer agrees not to modify any Products in any way, including without limitation changing packaging, removing any tags or Sugar Bee size tags or adding its name or logo to the packaging, other than the placement of retail sales tags, SKU numbers etc.
d. Each party grants to the other a nonexclusive, non-transferable, revocable license, without the right to sublicense, only in the designated sales territory, to use, display and reproduce the other's trademarks, logos, trade dress, trade names , elements of text , graphics , photos , designs , marketing materials , or other artwork (collectively "Trademarks") solely in connection with the marketing, advertising and promotion of the Products during the Term of this Agreement. Buyer's use of the Sugar Bee Clothing, Inc Trademarks to the extent in materials not otherwise provided by Sugar Bee Clothing, Inc shall be subject to Sugar Bee Clothing, Inc's prior written approval.
e. Buyer agrees to conduct business in a manner that: (i) reflects favorably at all times on the Products and the good name, goodwill and reputation of Sugar Bee Clothing, Inc; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Sugar Bee Clothing, Inc’s business, Trademarks or Products; and (iii) never pre-sell any of the Products Buyer purchases. In the event that the parties part ways or this Agreement is terminated by either party for cause or without cause, there shall be no public statements made by either party with respect to the termination of the Agreement.
f. No pre-sale publicity. Buyer acknowledges that Sugar Bee Clothing, Inc has sole control and discretion over the launch of its Products. Accordingly, Buyer agrees they will never disclose any of the following prior to its images being distributed by Sugar Bee Clothing, Inc including(i) description, (ii) name, (i) price, (iv) design, (v) release date, (vi) pictures, or (vii) any other confident product.
Any notice given under this Agreement shall be in writing and sent via certified or registered mail, or email to the applicable address or number listed in the first paragraph of this
Agreement. Notice shall be deemed sent upon receipt or three days after mailing, whichever
Occurs first. All rights granted under the terms of this Agreement are provided "as is" without
warranties of any kind, either express or implied.
Sugar Bee Clothing, Inc agrees to indemnify and hold Buyer harmless from any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) to the extent arising out of the use of Products by a customer to the extent such Product has not been modified by Buyer in any respect. Buyer agrees to indemnify and hold Sugar Bee Clothing, Inc harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees). to the extent arising out of any claims or suits concerning Buyer's advertisement, promotion and/or sale of Products, to the extent not covered under Sugar Bee Clothing, Inc indemnity.
It is recognized that during the course of normal business, either Party may
reveal to the other information that is considered confidential and not for public disclosure. The
Party that receives such confidential information shall treat it as such and not divulge it, directly
or indirectly, to any other person, firm, corporation, group (including, but without limitation, any Facebook or LinkedIn group that comments on Sugar Bee Clothing, Inc and/or its products) or entity for
my purpose. The receiving Party also warrants that it shall not use said information without the
prior written consent of the granting Party. The term "Confidential Information" includes but is not limited to information related to products, customers, pricing, future line sheets, information on future products (including release dates, pricing, etc.) and other information of a or confidential nature. This confidentiality obligation shall survive the termination of this Agreement by a period of one (1) year and includes verbal, written and digital communication.
11. Intellectual Property.
Buyer recognizes that Sugar Bee Clothing, Inc is the owner of all photographic and graphic works that demonstrate and market the Products, including the associated copyrights (collectively the "Intellectual Property"). Buyer agrees to not use Sugar Bee Clothing, Inc’s Intellectual Property in any way that is inconsistent with the terms of this Agreement. Buyer also agrees that it will not assist in any way any third party's infringement on any of Sugar Bee Clothing, Inc’s rights concerning its Intellectual Property.
This Agreement, including all attachments, constitutes the entire agreement between the Parties with respect to the subject matter contemplated herein, and supersedes representations, whether express, implied, oral, or written. Any waiver by either Party of any right or remedy hereunder shall be effective only if it is in writing and signed by an authorized representative. No delay or omission by a Party to exercise any right related to any breach or default of this Agreement will impair any such right or operate as a waiver. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall form one and the same instrument. If any provision of
this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable for any reason, such determination shall not affect the remainder of this Agreement, and such remainder
shall remain in full force and effect. If any of the terms and conditions are modified Buyer agrees that an addendum to this Agreement shall be binding and without the need for further signature required. Sugar Bee Clothing, Inc will make certain that the changes and addendum are provided to Buyer via email.
13. Change of Ownership/Transfer Rights.
In the event that Buyer sells, transfers or conveys any interest in the corporation, or ownership and has placed any unshipped sales orders with Sugar Bee Clothing, Inc then those orders shall remain the liability of the corporation and/ or ownership and Buyer shall be obligated to transfer those orders to the new ownership and/or corporation. In the event that the transfer is not completed, Buyer shall pay in full the entirety of the unshipped sales order.
Minimum Advertised Price (MAP) Policy & Agreement
To maintain the integrity of the Sugar Bee Clothing, Inc brand, we have established a Minimum Advertised Price (MAP) Policy. This policy has been established to protect and support all resellers, as well as consumers products. The intention is not to interfere with the businesses of our resellers, but rather to enable customers to have sustainable business practices by allowing for a reasonable profit margin.
a.Sugar Bee Clothing, Inc wholesale customers agree to follow and maintain the Suggested Retail Pricing (MSRP) guidelines found on the retail site of sugarbeeclothing.com, which excludes personalization of any kind to be included as an addition to the MSRP offered to the retailer.
b. Upon prior written approval from Sugar Bee Clothing, Inc, the one-time lowering of the price of an item below MAP for the purpose of a clearance or liquidation is acceptable.
c. Prices below the MAP cannot be disclosed or advertised in any medium, including without limitation print, Internet, radio, television, etc. For the sake of clarity, the MAP Policy and MAP applies to the advertised price of a Sugar Bee Clothing, Inc product before shipping, handling, taxes or additional charges are applied.
d. Resellers (also known as "Retailers" in this MAP Agreement and "Buyer" in the Product Purchase Agreement) must disclose to Sugar Bee Clothing, Inc in writing and at all times the names, contact information and Internet domain addresses for any and all websites on which it sells or advertises Sugar Bee Clothing, Inc products. All retail websites require preauthorization by Sugar Bee Clothing, Inc, prior to any posting of images or brand name.
e. Resellers shall not directly market their store/site to customers as a reply to a Sugar Bee Clothing, Inc online post (a.k.a. hijacking) without prior written permission.
f. Resellers shall not market or prospect customers anywhere, including Direct Messaging, in a Sugar Bee Clothing, Inc managed Private Group (a.k.a. poaching) without prior written permission.
g. Resellers are not permitted to resell Sugar Bee Clothing, Inc inventory to another reseller- for example a liquidator or foreign retailer- without expressed written permission of Sugar Bee Clothing, Inc.
h. Sugar Bee Clothing, Inc reserves the right not to sell to any reseller found to be in violation of this policy and/or the wholesale terms and conditions. However, you agree that, and waive any rights of enforcement with respect to, Sugar Bee Clothing, Inc shall not be held liable with respect to the enforcement or non-endorsement of the MAP policy.
i. All notices, requests, demands, consents and communications necessary or required under this Agreement to you shall be delivered in writing (email and facsimile transmissions shall constitute a writing in this respect) pursuant to Section 8 of the Agreement.
MAP Enforcement Policy
When necessary, Sugar Bee Clothing, Inc reserves the right in its sole discretion to take any or all of the
steps to enforce its MAP Policy including, but without limitation, the following:
a. Sugar Bee Clothing, Inc reserves the right at its sole discretion to: (i) place the retail account hold for a six month period wherein all pending purchase orders/backorders will be cancelled; (ii) terminate the account and/or (iii) pursue damages or injunction relief as set forth in the Product Purchase Agreement (Reseller acknowledges that any breach of this considered a breach of the Product Purchase Agreement and vise versa; both documents are to be construed as one agreement and if there are any conflicts the terms of the Product Purchase Agreement control).
b. Should Sugar Bee Clothing, Inc decide to suspend the account, the reseller must remain in compliance with the MAP Policy throughout the entire suspension period in order to resume business with Sugar Bee Clothing, Inc at the end of six months. Should Sugar Bee Clothing, Inc terminate the account, reseller may continue to sell its then existing Sugar Bee Clothing, Inc product inventory in accordance with the MAP Policy and Sugar Bee Clothing, Inc retail agreement.