Wholesale Terms & Conditions
1. PAYMENT & ORDER TRANSACTIONS
1.1 Unless otherwise agreed to in writing, payment for the Goods shall be made at the time the order is placed via bank transfer.
1.2 Himoriwabi Couture LLC may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. Himoriwabi Couture LLC shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Himoriwabi Couture LLC, a credit memo and/or refund- in this instance only, will be processed.
1.3 Once you submit an order, it cannot be cancelled by you. All sales are final.
1.4 Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase.
1.5 No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.
1.6 Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods.
2.1 All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be the Buyer’s responsibility.
3. SALE OF GOODS & MSRP
3.1 You acknowledge that you are acquiring the Goods for the purposes of trade or business only.
3.2 Any resale of Himoriwabi Couture LLC products on public forums such as Amazon.com , Ebay.com or Zulily.com are expressly prohibited. Himoriwabi Couture LLC shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.
4. SHIPPING AND RISKS
Unless otherwise agreed to in writing, Himoriwabi Couture LLC shall arrange delivery of the Goods to you and you will be responsible for the costs associated with delivery. While the delivery service utilized by Himoriwabi Couture LLC may include insurance for the Goods during transit, Himoriwabi Couture LLC makes no representations and gives no warranties in respect to such insurance and you will be responsible for obtaining any specific insurance you require in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.
Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.
5. NOTICE OF DEFECTS/RETURNS
5.1 The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within the first 7 days after receiving the Goods. The Seller cannot be responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer to inspect upon receipt, that all Goods delivered matches the items ordered / invoiced.
5.2 If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.
6. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES
6.1 Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the merchandise.
7.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See item #7 for Notice of Defects).
7.2 Purchases made by Buyer through Himoriwabi Couture LLC Wholesale are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging with all tags attached. Whether or not items are eligible for exchange is at the sole discretion of Himoriwabi Couture LLC. All exchanges must be initiated within 7 days of receipt of goods.
7.3 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Seller as well as the shipping of the new product to the Buyer. Buyer authorizes Seller to sell any garments that have been exchanged, rejected, or abandoned.
8. MODIFICATION OF GOODS
8.1 If you modify the goods, they are immediately ineligible for return or exchange. Once merchandise is printed, garment dyed, washed or altered in anyway, the Buyer cannot return or make a claim relating to such merchandise. The Seller is not responsible for fallout or loss during the garment dye process.
9. INTELLECTUAL PROPERTY
9.1 You undertake to use the Brand Name and, if required by Himoriwabi Couture LLC, Logo when advertising Goods supplied by Himoriwabi Couture LLC and anywhere where the Goods are described or named including on websites, labels and invoices.
9.2 Himoriwabi Couture LLC grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Himoriwabi Couture LLC Brand Name and, if applicable, Logo for the purposes mentioned above in this section.
9.3 You must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property of Himoriwabi Couture LLC.
9.4 The license in clause 9.2 may be revoked by Himoriwabi Couture LLC by written notice to you.
10.1 Himoriwabi Couture LLC shall not be liable:
1. where you have altered or modified the Goods, misapplied the Goods, not followed Himoriwabi Couture LLC’ instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
2. for defects in any Goods manufactured by any Third Party;
3. for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
4. for any indirect or consequential loss of any kind
11. EXCLUSION OF IMPLIED WARRANTIES
11.1 Himoriwabi Couture LLC shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of merchantability and fitness applying to the Goods sold by Seller. In any event, the maximum liability shall be equal to repayment by Himoriwabi Couture LLC to the Buyer of the payment made for the delayed or defective part of the order.
12. DETERIORATION OF BUYER'S CREDIT
12.1 The Seller has the right, in addition to other Remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer's financial condition become unsatisfactory to the Seller, the Seller may require cash payments or satisfactory securities for delivery of goods.
12.2 Himoriwabi Couture LLC may terminate this agreement with immediate effect by giving written notice to you if:
1. you have failed to comply with a written notice given by Himoriwabi Couture LLC specifying a breach of the agreement and requiring you to remedy it within 14 days; or
2. being an individual, you are made bankrupt; or
3. being a company, you are placed in liquidation or receivership.
On termination, Himoriwabi Couture LLC shall have the right to deal with the Goods at its absolute discretion.
13.1 These terms and conditions may be amended or replaced from time to time by Himoriwabi Couture LLC. Any order placed after such amendment is made will represent an agreement by you to be bound by the amended terms and conditions.
AGREEMENT AND ACKNOWLEDGEMENT
Buyer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.