tERMs anD COnDitiOns
Sock It to Me, Inc.
Terms and Conditions of Sale
In these Terms and Conditions of Sale, “Customer” shall mean the sole proprietor, partnership, corporation or limited liability company purchasing products (“Products”) from Sock It to Me, Inc. (“SITM”) for sale at retail. The relationship between Customer and SITM and all of Customer’s orders are subject to these Terms and Conditions of Sale, as may be amended by SITM at any time in its sole discretion.
Approved Product Sales: Customer is permitted to sell SITM Products solely and directly to end-user consumers. Except with SITM’s prior written consent, Customer is prohibited (1) from selling the Products on or through the Internet in any manner without authorization from SITM, (2) from selling to anyone a quantity of the Products greater than that generally purchased by an individual for personal use, (3) from selling the Products to anyone who Customer reasonably believes intends to re-sell the Products to other parties, and (4) from selling Products to consumers outside the Country the Customer is located in.
Customer understands and agrees that its account with SITM can be terminated if Customer fails to comply with the sales restrictions stated above. Customer understands and agrees that, if its account relationship with SITM terminates for any reason, Customer may be asked to return all its unsold inventory of the Products to SITM. Customer will receive a reimbursement from SITM equal to the price Customer paid to SITM for units of Products returned in “new” condition and with their original packaging. Product returned with altered packaging including: price tickets and store branded labels will be charged a 10% restocking fee.
Customer understands and agrees that all promotional materials prepared by Customer must adhere to SITM branding guidelines. Customer understands and agrees that SITM’s Terms and Conditions of Sale apply to Customer’s purchases and sales of the Products. Customer understands and agrees that, upon the written request of SITM, Customer must submit to SITM, for review or auditing, in the form and at the times and places requested, such records and other information regarding Customer’s transactions with its customers who purchase SITM’s Products.
Customer understands and agrees that these Terms and Conditions of Sale take effect upon opening of Customer’s account with SITM. If a dispute arises under these Terms and Conditions of Sale, the prevailing party shall be entitled to recover its expenses, including attorneys’ fees, accounting fees, court costs and costs of collection, in addition to any other relief to which it is found entitled. Any dispute arising from this contractual relationship shall be governed by Oregon law, without regard to conflicts of laws rules, and shall be decided solely and exclusively by state or federal courts located in Multnomah County, Oregon. Any party who unsuccessfully challenges the enforceability of this forum selection clause shall reimburse the prevailing party for its attorneys’ fees.
Prices: SITM reserves the right to change the prices payable by Customer to SITM without prior notice. The prices billed will be those in effect on the date the order is entered. Prices do not include any tax or other governmental charges upon the sale, shipment, production or use of the Products ordered, all of which shall be Customer’s sole responsibility.
Acceptance of Orders: All orders are subject to acceptance by SITM, which may accept or reject any order, in whole or in part, or limit the quantities ordered in its sole discretion. SITM will not be deemed to have accepted any order, in whole or in part, until the ordered Products have been delivered to the carrier for delivery to Customer. Customers who are extended payment terms must keep their account in good standing for seller to accept subsequent orders.
Transshipment policy: Transshipment by Customer to other retailers or resellers is not permitted without SITM’s prior written approval, which approval may be withheld for any or no reason at all. Each retail location operated by Customer must be pre-authorized to receive and retail Products.
Cancellations. Orders cancelled by Customer less than twenty-four (24) hours prior to ship date may be subject to a restocking fee of ten percent (10%) of the wholesale value of the order. Custom Sock orders and orders that have shipped may not be cancelled.
Payment/Credit Terms: All orders must be pre-paid unless credit terms have been agreed to by Customer and approved by SITM. If credit is approved, payment terms will be net thirty (30) days from the date of invoice. SITM will establish a credit limit for Customer and may, in its sole discretion, change or cancel credit and/or require advance payment at any time. If any indebtedness is not paid in full when due, Customer agrees to pay all of SITM’s costs of collection, including SITM’s reasonable attorneys’ fees.
Change in Ownership: If of a partial or total change in ownership of Customer or of any of Customer’s approved locations, the new owner(s) must apply to SITM for credit terms.
Orders: SITM does not guarantee product availability. We will make reasonable effort to communicate fulfillment rates on Customer order confirmations.
Backorders: Unless instructed otherwise, SITM will backorder out of stock items if the total quantity requested is 24 or more pairs and ship them at their first availability. Delivery Terms/Shipment: Products are shipped from Milwaukie, OR, or another facility as
designated by SITM. Customer is responsible for all shipping costs. All risk of loss passes to Customer upon delivery to the carrier. SITM will attempt to meet delivery schedules requested by Customer, but will not assume any liability, consequential or otherwise, for failure to meet delivery schedules requested by Customer.
Inspection/Acceptance: Customer must carefully inspect all deliveries when received. Any alleged error, shortage, defect or nonconformity must be reported to SITM within fourteen (14) business days after receipt of the delivery. Failure to do so will constitute full acceptance of the merchandise and will constitute Customer’s waiver of any claim or right against SITM with respect to any such error, shortage, defect or nonconformity reasonably discoverable by such an inspection. SITM will issue call tags and/or credit as appropriate for Products shipped to customer in error. Claims for damage or loss in transit must be made by Customer against the shipping carrier.
Returns by Customer: SITM does not accept returns.
Product Changes: SITM expressly reserves the right, at any time and without prior notice, to discontinue the production of, or change the specifications for, any Product.
SITM Fixtures: Sock It to Me® branded fixtures are available to Customer for displaying SITM Products. Customer shall not display any other merchandise on such fixtures. Upon termination of the relationship between Customer and SITM, Customer shall, at its expense, either destroy or remove the Sock It to Me® name from all Sock It to Me® branded fixtures.
Minimum Advertised Price Policy (MAP): To protect its reputation for quality Products, SITM has adopted a Minimum Advertised Price Policy (“MAP Policy”). The MAP policy restricts advertising of active SITM product that contains an everyday price or prices lower than the corresponding MAP Price detailed on the price list. For a copy of the complete MAP Policy, please contact sales@sockittome.com. SITM reserves the right to monitor and audit pricing online. Retailers found not in compliance with our MAP policy may forfeit distribution rights.
Marketing/Brand Standards: SITM makes available brand assets such as logos, Product images, and lifestyle images to support advertising SITM Products online and in store. These assets must be used in accordance with the brand standards on file. For a copy of our brand guidelines email sales@sockittome.com.
Trademark Usage Guidelines: Customer must sell all Products in their original packaging and may not adulterate, re-pack, re-label, re-brand, alter, or tamper in any way with the Products or the packing in which the Products are contained. Customer may only use photographs or artwork of Products that are approved and supplied by SITM. All other photos or artwork depicting the Products must be approved, in writing, by SITM before the photo or artwork is used.
DISCLAIMER OF WARRANTIES. SITM cannot guarantee variances in color, shade, size and construction of stock products. SITM hereby disclaims all express and implied warranties, including implied warranties of merchantability and fitness for a particular purpose.
LIMITATION ON LIABILITY. Customer acknowledges that SITM shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses. SITM’s aggregate liability to customer shall be limited to the aggregate purchase price for the order.
Indemnification. Customer agrees to defend, indemnify, and hold harmless SITM and its affiliates, and their respective officers, directors, employees, shareholders, and agents from all liabilities, claims and expenses, including attorneys’ fees, that arise from Customer’s (i) breach of these Terms and Conditions or (ii) use of the Products.
Miscellaneous. These Terms and Conditions constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties pertaining to the subject matter hereof. No waiver by SITM of any default or provision hereof will be deemed a waiver of any subsequent default or provision. These Terms and Conditions may not be amended, supplemented, or waived except by an instrument in a writing signed by each of the parties hereto that references these Terms and Conditions. If any provision of these Terms and Conditions is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All orders and sales, these Terms and Conditions and the legal relations between the parties shall be governed and construed in accordance with the laws of the state of Oregon, without giving effect to principles of conflict of laws. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods to the transactions hereunder. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms and Conditions if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, acts of war or terrorism or any other event beyond the control of such party. Seller’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Customer shall not assign or delegate any of its rights or obligations under these Terms and Conditions without SITM’s prior written consent, and any attempt to do so is null and void.
REPRESENTED BY
Chickman
AK, AZ, CA, CO, HI, ID, MT, NM, OR, UT, WA, WY Bookstores Only
650.642.2609
chickmanis@comcast.net jeffchickman@yahoo.com
David Youngson & Associates CANADA
The International Centre Suite 225 6900 Airport Road Mississauga, ON L4V 1E8 800.370.4857 customercare@dyacompany.com
Just Got 2 Have It AL, CT, FL, GA, KY, MA, ME, MS, NC, NH, NJ, NY, RI, SC, TN, VT
Americas Mart, Bldg. 2 Suites 1700 & 1721 40 John Portman Blvd. NW Atlanta, GA 30303
404.749.4850 info@justgot2haveit.com
Friis & Company
AK, MT, OR, WA, ID
206.764.1290
cmfriis@msn.com
Twist
IA, KS, MN, MO, ND, NE, SD, WI
11 10th Ave S Suite B Hopkins, MN 55343
952.932.7191
info@twistsales.com
Cadeau Ami AZ, CA, HI, NM, NV
213.677.2453 sales@cadeauami.com
Erica Vichnes DC, DE, IL, IN, MD, MI, OH, PA, VA, WV
646-221-9875
Erica@sockittome.com
