Terms of service

 

WHOLESALE AGREEMENT
All purchases made by Customer are governed by the Terms and Conditions set forth in this Agreement, unless otherwise stated by Seller in a signed writing. By signing this Agreement, you are acknowledging that you have read these Terms and Conditions thoroughly, you fully understand these Terms and Conditions and you agree to abide by these Terms and Conditions. Seller reserves the right to amend these Terms and Conditions at any time and at its sole discretion.

DISTRIBUTION GRANT
Seller hereby grants to Customer the non-exclusive right to distribute Sprinkle Pop products subject to the Terms and Conditions set forth in this Agreement.

A qualifying Customer under this Agreement is a valid retail business or bakery. This distribution grant only authorizes Customer to sell and/or distribute Sprinkle Pop products (the “Products”) through the business entity identified as “Customer” above.

MINIMUM ORDER REQUIREMENTS
The minimum purchase requirement is Three Hundred Dollars ($300.00). Orders must be pre-paid unless credit terms have been provided and agreed upon between Customer and Seller. No Product orders will be processed until full payment is received from Customer. Delayed payment may delay Customer’s estimated shipping date. In Seller’s sole discretion, the Seller may increase or decrease the minimum Product order requirement, at any time. Seller will advise Customer of any changes to the minimum order requirements.

Seller reserves the right to increase or decrease Product prices at any time, unless previously invoiced to Seller.

All Product sales are final. Products may be returned for exchange or refund in the sole discretion of the Seller’s Chief Executive Officer.


SHIPPING
Customer is responsible for all shipping costs for orders under $350.00, palletized orders, or international orders. Seller will cover shipping cost for non-palletized domestic orders of $350.00 or more. Order production time is typically 5-7 business days. Larger orders are subject to longer production times. A production time quote will be provided upon invoicing. In Seller’s sole discretion, the Seller may increase or decrease the threshold for shipping responsibility, at any time.

An estimated shipping date will be provided on your invoice. International shipping times are subject to customs detainment and may take anywhere from 10-30 days.

Quoted shipping dates are estimations and are subject to change up to 3 business days without notification. Seller will not be responsible for shipping delays caused by a carrier.

NOTICE OF DEFECTS
Customer is responsible for inspecting the Products upon receipt. Any Product with visible damage must be noted to the delivery service upon receipt at Customer’s place of delivery. Customer shall notify Seller in writing within 5 days of Customer’s receipt of the Product. Such notice shall include photographs of the damage and identify the damage, defect, or shortage. Notices should be emailed to wholesale@sprinklepop.shop. Seller is not responsible for any shortages when shipments are directed to a third party other than Customer.

Customer shall not return any Products until Customer has received written authorization from Seller. Products sent back without Seller authorization will not be credited to Customer’s account and return costs of such products will be the sole responsibility of the Customer.

ACCEPTANCE OF LATE OR DEFECTIVE PRODUCTS
Customer’s failure to provide written notice of a claim, as set forth in this Agreement, shall constitute a waiver of any claim Customer may have for damages resulting from such defects, including late delivery.

PRICING POLICY
Customer shall charge it’s customers no more or less than twenty percent (20%) mor2e or less than the Seller’s then current Manufacturer Suggested Retail Price. Any deviation from this requirement must be approved by the Seller in writing.

LABELING
Customer is not allowed to repackage the Products or in any way change the original packaging of the Products re-sold by Customer without expressed written consent from the Seller.

Seller is not responsible or liable for the proper additional labeling of Products for resale outside the United States of America. It is the responsibility of the Customer to work with Seller to add any necessary labeling required by local government. In the event such labeling is required and added by the Customer, it must not obstruct the Sprinkle Pop name and logo on the product.

RESELLING
Before reselling any Products, Customer must notify the Seller of how and through which mediums they intend to resell the Products. Bulk packaging of 5lbs and 10lbs may not be resold. In all cases, reselling any Products through Amazon, Walmart or any affiliated platform is strictly prohibited.

PRIVACY POLICY
Any personal information that Customer provides Seller, including Customer’s name, address, telephone number and email address will be treated confidentially and will not be released, sold or leased to any entities or individuals outside of Sprinkle Pop without Customer’s express authorization and approval.

Seller does not collect or record credit card details Customer may provide when purchasing products from the Seller’s website.

CONFIDENTIALITY
Wholesale prices and pricelists of the Seller’s products is confidential, and for the use of Customer only. Publishing or revealing the wholesale pricing of the Seller’s product line outside of the business of Customer is strictly forbidden without prior written consent from the Seller. Failure to preserve the Seller’s confidentiality in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Customer. Seller reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.

COPYRIGHT & INTELLECTUAL PROPERTY
All of the designs, Products, and content within and any materials made available on the website are the sole property of Sprinkle Pop. The website, designs, Products, images and content within are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of Seller. You hereby agree not to reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or Product designs without the advance, express written consent of Seller. Seller will not reasonably refuse to provide watermarked copies of product images for use in online sales or social media promotions of the retailer.

Product may only be sold in their original packaging, with original Sprinkle Pop branding. Any attempt to remix, repackage or represent our Product as Customer’s own is strictly prohibited. Customer is permitted to group Product in gift sets.

DISCLAIMER OF WARRANTIES
Seller cannot guarantee variances in color or shade of Products or packaging. Seller hereby disclaims all express and implied warranties, including and without limitation, implied warranties of merchantability and fitness for a particular purpose. All warranties are hereby disclaimed and excluded from any and all transactions between Seller and Customer and shall not apply to Products sold by Seller.

LIMITATION OF LIABILITY
Customer acknowledges that Seller shall not be liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages, including but not limited to, damages for lost profits, goodwill, or other intangible losses (even if Seller has been advised of the possibility of such damages), or personal injuries or death resulting from this Agreement or use or sale of the Seller’s Products.

FORCE MAJEURE
Seller shall not be liable for delays in performance of its obligation under this Agreement that are caused by acts of god, war, government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or a similar occurrence outside of the Seller’s control which makes it impossible, illegal, or commercially impracticable for Seller to perform its obligations under this Agreement, in whole or in part.

JURISDICTION & GOVERNING LAW
Any disputes between Seller and Customer arising out of this Agreement shall be governed by the laws of Texas. In the event that arbitration or litigation arises, Customer hereby consents to jurisdiction in Houston, Texas for purposes of any dispute arising out of this Agreement.

ARBITRATION
Seller and Customer agree that upon the demand of either party, any claim or dispute between Seller and Customer shall be determined by binding arbitration pursuant to the laws and jurisdiction set forth in the JURISDICTION & GOVERNING LAW section of this Agreement. The arbitration shall take place in Houston, Texas.

The parties shall bear their own costs and fees associated with the arbitration, provided however, that the arbitrator shall have the authority to require either party to pay the costs and fees of the other party for the duration of the arbitration as permitted under applicable state or federal law. The arbitrator shall have the authority to award costs, fees and attorneys’ fees as he or she sees fit at the conclusion of the arbitration proceedings or as part of the remedy.

By signing this Agreement, Customer acknowledges that Customer understands that the use of binding arbitration to resolve disputes means that Customer is giving up any right Customer may have to a judge or jury trial.

SEVERABILITY
If any term, condition, provision, or covenant of this Agreement is held by a court or arbitrator to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect and in no way shall be affected, impaired or invalidated.