wholesale terms

KEY TERMS

This Agreement is between the supplier (referred to as we, and or us) and the customer (referred to as you or your) and consists of these Key Terms and General Conditions.

Payment Terms: Due within 30 days of receipt of invoice
Late Fees: Charged monthly at 2% per month
Notification of damaged goods: Within 3 business days of delivery
Jurisdiction of governing law: British Columbia, Canada

GENERAL CONDITIONS

1. Effect of this Agreement
The Agreement applies in relation to any goods we sell you even if it is not signed and it overrides any inconsistent terms or conditions in any purchase orders or other documents you use (unless we specifically sign a document agreeing otherwise).

2. Quotations
Prices and other details in any quotation, pro forma invoice or other document that we provide are only valid for 30 days or such other limited time period as stated in the document.

3. Orders
You acknowledge that once you place an order with us, we may order or manufacture goods especially for you and we may not permit you to vary or cancel the order unless you compensate us for the losses we incur or we otherwise consent.

4. Price and price increases
We will notify you of the price for the goods when you place your order. We may increase the price if there is an increase in our costs between the date of an order and the date the goods are ready for delivery. If this occurs, you may cancel the order but we will not be liable for any losses you incur in connection with the cancellation.

5. Delivery
We will use reasonable endeavours to deliver the goods to the delivery point and on the date requested in your order. However, we will not be liable for any losses you suffer as a result of a delay or failure to deliver the goods. Should your order be declaced “lost” by the carrier, we will re-ship your order promptly.

6. Risk in the goods
Risk in the goods will pass to you when you take possession of them.

7. Return of obviously defective goods
You must inspect the goods on delivery and may return them as defective if they:
• are not of acceptable, reasonable quality; or
• do not conform to an agreed specification; or
• were clearly damaged by the carrier in transit

The period for returning obviously defective goods is set out in the Key Terms. If you fail to return the goods (or notify us of any shortfall in the quantity delivered) within this period, you must pay for them in full despite any shortfall or defects (other than non-obvious or latent defects that you could not be reasonably expected to have identified within the time period).

We will cover the charges for returning the goods if we accept that they are defective.
Returned items much be sent to the address listed above.

8. Missing items
We must be notified of any items that were not delivered within 3 business days of receipt of the rest of the order. If an item was included on the original Purchase Order and not included in the delivery, we will issue a credit which can be applied to the next payment if we are notified within the specified time period.

9. Payment terms
You must pay us for the goods on the payment terms in the Key Terms. However, if we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or the amount would exceed our credit limit, we may require you to pay for the goods on or before delivery.

10. Interest on late payments
If you fail to pay us strictly within the payment terms then you must pay the monthly interest rate on late payments in the Key Terms. The interest will be calculated monthly on the amount outstanding.

11. Title and our security interest
Although you will assume the risk in the goods when you take possession, until you pay for them:
• we will retain ownership and title;
• you hold them on our behalf as fiduciary bailee; and
• if we request, you must return them or permit us to retake possession of them and we will not be liable for any loss you suffer as a result.

12. Goods supplied on a wholesale basis
You confirm you are purchasing the goods on a wholesale basis to on-sell or re-supply to your customers and that as such you may not be entitled to all of the consumer guarantees under the U.S. Consumer Law.

13. Our warranties
We warrant that the goods we deliver will:
• match the description in the invoice and any agreed specification;
• be free of third party claims or undisclosed securities; and
• be of acceptable quality

14. Limitation of liability
We limit our liability in relation to the sale of goods to you as follows:
• apart from the warranties in this Agreement or any express guarantees, we exclude all warranties and guarantees (whether written or oral);
• our liability for any claims (whether for negligence, breach of contract or statute) is limited at our option to either:
• replacing the goods or supplying equivalent goods; or
• repairing of the goods; or
• paying you the cost of having the goods replaced or repaired; and
• we are not liable for any indirect, incidental, special and/or consequential losses, liability, costs or damages; any loss of business opportunity, production, profits or savings; or any reasonably foreseeable losses.

However, this limitation of liability does not apply if it would restrict, modify or exclude your rights in a way that is not permitted under the U.S. Consumer Law or other applicable laws.

15. Re-selling online
No products or goods purchased from or produced by us shall be resold by or through any on-line auction or online store (such as Ebay, Amazon, Groupon or other similar sites) without our express, written authority. If you are planning to sell products produced by us in an online marketplace/store, it must be owned by you and approved by us.

16. Re-selling to wholesale accounts
If you wish to distribute our goods and products to any entity for re-sale, you must obtain our express written consent. Failure to obtain consent may result in termination of this agreement.

17. Packaging
All goods and products produced us must remain in their original packaging when on display and when being sold to the retail customer. An exception is made if you wish to frame an art print to hang for display. Failure to obtain consent may result in termination of this agreement.

18. Variations
We may vary this Agreement by giving you written notice at any time. The variation will only affect future orders.

19. Jurisdiction and governing law
The jurisdiction and governing law in the Key Terms apply to this Agreement. The courts of the jurisdiction are entitled, non-exclusively, to resolve disputes about this Agreement.

By clicking the Terms & Conditions checkbox on the checkout page, you agree to these terms. If you have any questions regarding these terms & conditions, please don't hesitate to let us know. We welcome any and all questions.