Wholesale T&C's
TERMS AND CONDITIONS FOR WHOLESALE
THESE TERMS AND CONDITIONS FOR WHOLESALE (“WHOLESALE TERMS”) CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THESE WHOLESALE TERMS CAREFULLY.
THESE WHOLESALE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY APPLYING FOR A WHOLESALE ACCOUNT, AND/OR PLACING AN ORDER FOR WHOLESALE GOODS FROM THIS SITE OR THROUGH ANY OTHER MANIFESTATION OF YOUR ASSENT TO THESE WHOLESALE TERMS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE WHOLESALE TERMS, AND YOU ACCEPT AND ARE BOUND BY THESE WHOLESALE TERMS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE WHOLESALE TERMS.
BY APPLYING FOR A WHOLESALE ACCOUNT, AND/OR PLACING AN ORDER FOR WHOLESALE GOODS FROM THIS WEBSITE OR THROUGH ANY OTHER MANIFESTATION OF YOUR ASSENT TO THESE WHOLESALE TERMS YOU ARE AGREEING TO COMPLY WITH AND BE BOUND BY THESE WHOLESALE TERMS, AS WELL AS OUR PRIVACY POLICY, TERMS AND CONDITIONS FOR PURCHASE , AND COMMUNITY GUIDELINES, WHICH TOGETHER, GOVERN OUR RELATIONSHIP WITH YOU. IN THE EVENT THESE WHOLESALE TERMS CONTRADICT ANY TERMS WITHIN THE PRIVACY POLICY, TERMS AND CONDITIONS FOR PURCHASE, AND COMMUNITY GUIDELINES, THESE WHOLESALE TERMS SHALL PREVAIL.
YOU MAY NOT ORDER OR OBTAIN GOODS FROM THIS SITE IF YOU (A) DO NOT AGREE TO THESE WHOLESALE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH YR COMMERCIAL OPERATIONS, LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS BY APPLICABLE LAW.
1. General. These Terms and Conditions for Wholesale (these “Wholesale Terms”) apply to the purchase and sale of certain wholesale products through yourreformer.com (the “Site”). These Wholesale Terms are subject to change by YR Commercial Operations, LLC (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Wholesale Terms will be in effect as of the “Last Updated Date” referenced on the Site.
2. Appointment. We hereby appoint you, and you hereby accept the appointment, to act as our non-exclusive retailer of certain goods available on the Site (“Goods”) to customers in accordance with the terms and conditions of this Agreement. You may in your sole discretion market, distribute, and sell the Goods, directly or indirectly, to any individual or entity in the United States (“Territory”), including without limitation other distributors, retailers, and directly to end users. You shall not sell or offer to sell Goods outside the Territory.
3. Terms of Sale. We agree to make available and sell you certain Goods on the terms and conditions set out in these Wholesale Terms. The terms and conditions of all orders under these Wholesale Terms are limited to the terms of these Wholesale Terms. The terms of these Wholesale Terms supersede all terms and conditions contained in any other documentation related to the subject matter of these Wholesale Terms and expressly exclude terms and conditions contained in any purchase order or other document that you issue.
4. Term. This Agreement commences on the date in which you place an order with us for the (“Commencement Date”) and continues until you deplete your stock of such Good, unless earlier terminated by us for cause (the “Term”). We may terminate these Wholesale Terms in whole or in part for convenience, upon notice to you.
5. Order Acceptance and Cancellation. You shall submit orders for the Goods through the Site, or by email at hello@yourreformer.com. You agree that your order is an offer to buy, under these Wholesale Terms, all Goods listed in your order. All orders must be accepted by us, or we will not be obligated to sell the Goods to you. Acceptance of your order and the formation of the contract of sale between us and you will not take place unless and until you have received your order confirmation email. We may choose not to accept orders at our sole discretion. For the avoidance of doubt, we may refuse to supply Goods to you if any amount due and payable to us (under these Wholesale Terms or any other agreement) is outstanding.
6. Quote. We may issue a quote (“Quote”) to you, which identifies the Goods, the price of such Goods, and any associated shipping and transportation fees for such Goods (together the “Quote Fees”), as well as the payment schedule. For the avoidance of doubt, the Quote Fees shall include the price, and all packaging shipping, and other transportation costs, but shall not include fees for customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes, which shall be later identified on the applicable invoice. The Quote Fees are guaranteed for a period of thirty (30) days from the date identified on the Quote (“Guaranteed Period”). If you do not sign the Quote within the Guaranteed Period and pay the fees in accordance with the terms therein, the Quote Fees for such Goods may be modified in our sole discretion.
7. Minimums. All orders for Goods must meet a minimum value of $200 USD per order, not including shipping, delivery, or tax.
8. Changes. We reserve the right absolutely at any time and without notice or incurring any liability to the you to: (a) discontinue or limit its production of any of the Goods; (b) terminate or limit deliveries of such discontinued or limited Goods; (c) discontinue or limit our supply (whether temporarily or permanently) of certain Goods; (d) alter the design, construction, specifications, features or attributes of any of the Goods; and/or (e) add new, different, modified and/or extra products or lines of products to the Goods.
9. Delivery.
(a) We will use commercially reasonable efforts to arrange for shipment of the Goods to the address identified in your order (the “Delivery Point”). Please check the individual Goods page for specific delivery options. Freight shall be Ex Works INCOTERMS 2020 (“EXW”), our facility in origin or such other facility as we may later designate.
(b) Delivery costs shall be allocated as follows:
(i) You will be responsible for and pay all shipping and handling charges for all orders of Goods under $300 USD.
i. (ii) We will be responsible for and pay all shipping and handling charges for all orders of Goods for $300 USD or more.
ii. (iii) You are responsible for all loading costs and the provision of equipment and labor that is reasonably suited for receipt of the Goods at the Delivery Point. You are solely responsible for all unloading, installation, setup, and maintenance of Goods.
(c) It is your responsibility to ensure that the Delivery Point can be accessed safely and the Goods, once delivered, will be secure. You represent the Delivery Point and surrounding areas are and will remain safe and free and clear of debris, snow, ice, hazards and dangers and is fit and suitable for the transportation and installation of the equipment. You are responsible for and shall indemnify against any claim arising out of or resulting from the bodily injury, death of any person, or damage to real or tangible, personal property resulting from your willful, fraudulent, or negligent acts or omissions during installation at the Delivery Point.
(d) The Goods will be delivered within a reasonable time after our receipt and acceptance of your order, subject to availability. Shipping and delivery dates are estimates only and cannot be guaranteed. All shipments are subject to delay. We will not be responsible for shortage or delays attributable to the unavailability of Goods from its suppliers or other reasons beyond our control.
(e) Title in and to the Goods will not pass to you until we have received all sums due to it in respect of the Goods. As collateral security for the payment of the purchase price of the Goods, you hereby grant us a lien on and security interest in and to all of the right, title, and interest in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code. We reserve the right (without obligation or liability) to repossess such Goods or require you to return such Goods to our designated location at your sole cost and expense, if you fail to pay all amounts when due. We retain all rights and remedies of a secured party under the Uniform Commercial Code. A copy of our invoice may be filed with the applicable authority at any time as a financing statement or otherwise in order to perfect our security interest. Upon request, you will execute any financing statement or other instruments necessary or appropriate for us to perfect our security interest.
(f) The quantity of any installment of Goods as recorded by us on dispatch from our place of business is conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
(g) We may, in our sole discretion, without liability or penalty, make partial shipments of Goods. Each shipment will constitute a separate sale, and you shall pay for the units shipped whether such shipment is in whole or partial fulfillment of your order.
(h) If for any reason you fail to accept delivery of any of the Goods on the date fixed pursuant to our notice that the Goods have been delivered at the Delivery Point, or if we are unable to deliver the Goods at the Delivery Point on such date because you have not provided appropriate instructions, documents, licenses or authorizations, or because the Delivery Point is inaccessible, unsafe, or unsecure: (i) (1) the Goods shall be deemed to have been delivered; and (2) we, at our option, may store the Goods until you pick them up, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage, and insurance); or (ii) the parties may work together to mutually determine a new delivery date and Delivery Point; in each case, in our sole discretion.
(i) Any liability for non-delivery of the Goods other than as set forth in Section 10(h) shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered; provided, we shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless you give us written notice of the non-delivery within seventy-two (72) hours of the date when the Goods would in the ordinary course of events have been received.
10. Returns.
(a) Absolutely no returns will be made available to the order without our consent. To return Goods, you must email hello@yourreformer.com.
(b) Except for any Goods designated on the Site or your order confirmation email as final sale or non-returnable, we may, in our discretion, accept a return of the Goods for a refund of your purchase price, less the original shipping and handling costs provided such return is made within fourteen (14) days of delivery with valid proof of purchase and provided such Goods are returned within such period in their original condition at your expense.
(c) Returned accessories must be new, unwashed, unworn and with the tags attached. All returns must be made in the original packaging. You are responsible for all shipping and handling charges on returned Goods unless otherwise specified.
(d) You bear the risk of loss during shipment. We are not responsible for failures or delays in delivery or pick-up due to weather, incorrect address provided, or circumstances outside our control. Our return policy does not cover ordinary wear and tear or damage caused by improper use or accidents subject to the terms of our limited warranty.
11. Cancellations. After payment, absolutely no cancellations can be made to the order without our consent. The price paid for all cancelled orders is non-refundable.
12. Resale Price. It is recognized that we have certain knowledge in evaluating market conditions, and developing marketing policy, and may recommend the prices at which you may resell the Goods. Any such recommended retail prices will in no way be binding upon you, and you will be free to determine its own selling price for the Goods; provided, however, you may not establish or otherwise offer, or honor a price or otherwise provide a discount or series of discounts, rebates, or incentives that result in an effective purchase price for a Good that is less than twenty-five percent (25%) of the retail price identified on our Website for our retail sales of the Good.
13. Prices and Payment Terms.
(a) You agree to purchase the Goods from us at the price set forth on your order confirmation email. Posted prices do not include taxes or charges for shipping and handling. You are responsible for all taxes and charges will be added to your order confirmation email. Prices posted on the Site may be different from prices offered by us at our brick-and-mortar store locations or on our website for other countries. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a Goods will be the price in effect at the time the order is placed as set out in your order confirmation email. Price increases will only apply to orders placed after such changes.
(c) We may offer, from time to time, promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Wholesale Terms. If there is a conflict between the terms for a promotion and these Wholesale Terms, the promotion terms will govern.
(d) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before we accept an order. We accept VISA, Mastercard, and ShopPay for all purchases. Please contact us if you would like to submit wire payments at usyraccounts@yourreformer.com. You represent and warrant that (i) the credit card and other payment information you supply to us or our designees is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices in your order confirmation email, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
(e) We may in some circumstances, and at our absolute discretion, agree to provide you with credit terms. Where we have agreed to provide credit terms, you must pay all invoices relating to Goods ordered and, in full, within 30 days of the date of the invoice. If you fail to pay any sum due pursuant in accordance with these Wholesale Terms, you will pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall reimburse us for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
(f) All prices are exclusive of any sales, use, and excise taxes, and any other similar taxes, fees, or charges imposed by any governmental authority on any amounts payable under this Agreement. You are responsible for all charges, taxes, and other fees imposed by any governmental authority related to its purchase, distribution, or sale of the Goods, provided that you are not responsible for any taxes imposed on, or regarding, our income, revenue, gross, receipts, personnel, or real or personal property or other assets.
(g) In addition to all other remedies available under these Wholesale Terms or at law (which we do not waive by the exercise of any rights hereunder), we shall be entitled to suspend the delivery of any Goods if you fail to pay any amounts when due hereunder.
14. Your Obligations.
(a) During the Term, you shall, at your own expense:
i. use best efforts to advertise, market, promote, and sell the Goods in a manner that is consistent with good business practice, using commercially reasonable efforts to maximize the sales volume and expand the sale of the Goods.
ii. store the Goods in suitable conditions, and supply only those in good condition;
iii. make clear, in all dealings with customers and prospective customers, that you are acting as a retailer of the Goods, and not as our direct agent; and
iv. obtain and maintain any and all licenses, authorizations and approvals required for you to be able to comply with your obligations under this Agreement; and
v. fully comply fully with any and all applicable laws, regulations and codes of practice and all the terms of this Agreement.
(b) During the Term, you shall not:
i. market or sell any products that are similar to or compete with the Goods in the Territory;
ii. use or represent or otherwise authorize the Goods or the use thereof in an any manner that is outside the purpose, scope or manner of use authorized by these Wholesale Terms, or in any manner contrary to our instructions or applicable law;
iii. make any modifications to the Goods, including their labeling or packaging, or market, distribute, or sell the Goods other than in the form and packaging as delivered by us under these Wholesale Terms;
iv. market or sell the Goods for sale outside of the Territory;
v. break up any promotional packs of Goods provided to you by us;
vi. market or sell any gifts with purchase, bonus stock, samples or testers, or promotional or advertising material; or
vii. engage in any unfair, anti-competitive, misleading, or deceptive practices regarding our business or the Goods.
15. Advertisement Materials.
(a) You may only use promotional and marketing materials that we provide you, without modification, to market, advertise, promote, or sell the Goods (“Marketing Materials”). You may not use any other promotional and marketing materials for the Goods without our prior written. We may withhold consent in its absolute discretion. All use of such Marketing Materials must be in conjunction with the sale of the Goods.
(b) You agree to keep such Marketing Materials clean, properly maintained, and in good condition for use. You must comply with all instructions and recommendations we provide regarding the maintenance, use (including the period of time a certain Marketing Material is to be displayed), location, and removal of the Marketing Materials.
(c) For the avoidance of doubt, all advertising and promotional activities by must comply with our merchandising, trademark, marketing and communications guidelines and policies, as may be communicated to the you by us from time to time.
(d) Unless otherwise agreed in writing, you may not market or sell the Goods by mail, internet, telephone or other electronic means.
(e) Upon expiry or termination of this Agreement for any reason, and you must immediately cease to use all Marketing Materials, and shall return all Marketing Materials to us at your own cost, or dispose of the Marketing Materials if directed by us in writing. Provided however, in the event the Agreement is terminated by us without cause, you may continue to utilize the applicable Marketing Materials with respect to the Goods you have in stock, in accordance with the Agreement for a period of up to two (2) months following the depletion of your stock of such Goods.
16. Marketing Material Ownership. We retain all ownership, license and other rights to all trademarks, copyrights, designs, logos, and other intellectual property rights related to the Marketing Materials, and, except for the limited right to use the Marketing Materials for the purpose provided in accordance with all instructions and applicable law, you obtain no rights to use any such intellectual property, including, but not limited to (i) trademarks and (ii) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, and other specifications and documentation, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”). Without expanding your foregoing rights or our representations, you shall only have the right to use our Intellectual Property Rights in accordance with these Wholesale Terms, solely as necessary to make use of the Marketing Materials for their intended purpose.
17. Customer Complaints. In the event you receive any complaint or adverse claim about the Goods or their use or any potential product safety issue related to the Good, you must: (a) promptly inform us of all the details of the complaint within five (5) business days of receipt of such complaint; (b) allow us access to any documentation or Goods we request in order to investigate the complaint; and (c) cooperate with and provide all reasonable assistance to us in dealing with the complaint. Any Goods the subject of a customer complaint that are returned to us without our prior written consent will not be credited to you.
18. No Warranty. ALL GOODS OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. WE MAKE NO WARRANTY OF ANY KIND THAT THE GOODS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT.
19. Third-Party Goods. Goods manufactured by a third party (“Third Party Goods”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY GOODS INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Without limiting the disclaimers or limitations set forth in Section 19 and 20, as a courtesy and not as an additional Goods, we may use reasonable efforts to pass through warranties, if any, provided by Third Party Goods manufacturers following reasonable request, provided however we make no warranties or representations related to the existence or terms of such warranties.
20. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR LIABILITY WITH RESPECT TO THE GOODS OR THE USE THEREOF OR OTHERWISE PURSUANT TO THE WHOLESALE TERMS WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE APPLICABLE GOOD THAT YOU HAVE PURCHASED THROUGH THE SITE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. YOU ARE SOLELY RESPONSIBLE FOR ALL RISK ASSOCIATED WITH OR ARISING FROM THE GOODS AND THE USE THEREOF, INCLUDING WITHOUT LIMITATION ALL LOSS, DAMAGE, INJURY, AND DEATH TO INDIVIDUALS AND PROPERTY, HOWSOEVER CAUSED, AND YOU WILL PROMPTLY INDEMNIFY INDEMNIFIED PARTY FROM AND AGAINST ALL CLAIMS, LOSSES, AND EXPENSES ARISING FROM OR RELATING TO THE GOODS AND THE USE THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. The Goods are made available solely for educational and entertainment purposes only. You should not and should instruct any individual to rely on information provided or otherwise made available as part of or with the Goods or otherwise by us as a substitute or replacement for professional medical advice, diagnosis, or treatment. The use of any information with or otherwise through the Goods or by us is solely at your sole risk, and you and each individual should not disregard, avoid, or delay in obtaining medical or health related advice from a healthcare professional because of any information provided with, on or through the Goods or otherwise by us. Nothing stated in the Goods or otherwise made available by us is intended to be, nor may be taken to be, the practice of medical or counseling care (including without limitation, psychiatry, psychology, psychotherapy, or health care treatment, instructions, diagnosis, prognosis or advice). We no warranty of any kind, implied or express, as to the accuracy, completeness or appropriateness thereof for any purpose with respect to the Goods or information.
21. Indemnification. Subject to the terms and conditions of these Wholesale Terms, you shall indemnify, hold harmless, and defend the us and our officers, directors, managers, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the costs of enforcing any right to indemnification under these Wholesale Terms, and the cost of pursuing any insurance providers incurred by the Indemnified Parties relating to any claim of a third party arising out of or occurring in connection with: (a) bodily injury, death, or damage to real or tangible personal property caused by your acts or omissions; or (b) your failure to comply with any applicable laws. We will give you control over the proceedings and shall reasonably cooperate in the investigation, settlement, and defense of such claims at your expense; provided that we may, at our own expense, participate in such defense. You must not enter into a settlement of such claim that does not include a full release of us or involves a remedy other than the payment of money, without our consent. If you do not assume control over the defense of a claim, we may defend the claim in such manner as it may deem appropriate, at your cost and expense.
22. Termination. In addition to any remedies that may be provided under these Wholesale Terms, we may terminate your order with immediate effect upon written notice to you, if you: (a) fail to pay any amount when due; (b) have not otherwise performed or complied with any of these Wholesale Terms, in whole or in part; or (c) become insolvent, file a petition for bankruptcy or commence or have commenced against proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, or if the cost of materials or component products incorporated into the Goods or shipping, packaging, or other freight or operational costs materially increase prior to shipment.
23. Governing Law and Jurisdiction. All matters arising out of or relating to these Wholesale Terms are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is expressly excluded.
24. Dispute Resolution and Binding Arbitration.
(a) YOU AND WE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF GOODS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 24. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
(c) The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
(d) If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
(e) You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
(f) If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
25. Books and Records. You must maintain books, records, and accounts of all transactions relating to the Goods and activities covered by these Wholesale Terms and, on our reasonable request, allow our authorized representatives to inspect such books, records, and accounts during normal business hours as needed to verify compliance with the terms of these Wholesale Terms.
26. Assignment. You will not assign any of your rights or delegate any of your obligations under these Wholesale Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 26 is null and void. No assignment or delegation relieves you of any of your obligations under these Wholesale Terms. We may assign these Wholesale Terms in whole or in part, in our sole discretion.
27. No Waivers. The failure by us to enforce any right or provision of these Wholesale Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of us.
28. No Third-Party Beneficiaries. These Wholesale Terms do not and are not intended to confer any rights or remedies upon any person other than you.
29. Notices.
(a) To You. We may provide any notice to you under these Wholesale Terms by (i) sending a message to the email address you provide or (ii) by posting to the Site; Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Wholesale Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to 2400 E Cerritos Avenue, Anaheim, CA. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
30. Severability. If any provision of these Wholesale Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Wholesale Terms and will not affect the validity or enforceability of the remaining provisions of these Wholesale Terms.
31. Entire Agreement. Our order confirmation provided to you by email, these Wholesale Terms, our and our Website Terms of Service will be deemed the final and integrated agreement between you and us on the matters contained in these Wholesale Terms. Notwithstanding anything to the contrary, the parties expressly agree that no browse-wrap, click-wrap or other terms and conditions provided with any other documents or materials provided or otherwise made available by you will constitute a part of or amendment to these Wholesale Terms or are or will be binding us.
Dated: January 30, 2025