WHOLESALE TERMS & CONDITIONS

BUYER TERMS AND CONDITIONS ACCEPTANCE:

Heyward House, LLC (herein after “Heyward House” “Us” and/or “Seller”) acceptance of your (the “Buyer” “You” and/or “Retailer”) wholesale application and wholesale orders is expressly made conditional on Buyer’s agreement to these terms and conditions. The terms and conditions set forth on this wholesale/Buyer application, order confirmation and/or invoice will govern ALL transactions between the Buyer and the Seller. Seller specifically rejects any terms or provisions which set any standards, specifications or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions. 

By requesting Heyward House to supply Goods to You, You acknowledge and agree (or You are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.

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1.MINIMUMS

Opening order minimum - $500 (USD)

Repeat order minimum - $250 (USD)

Individual products have different quantity requirements.

Shipping is not included in the order.

2.PAYMENT AND ORDER TRANSACTIONS

2.1 Unless otherwise agreed to in writing, payment for Heyward House product(s) shall be made at the time order is placed via payment method chosen by us.

2.2 Heyward House may refuse to accept or cancel any order or delivery of goods at any time by giving notice to Buyer.

2.3 Once an order is submitted, You have 7 days to cancel at which time a refund/credit memo will be processed.

2.4 Any addition, subtraction and/or order modification must be agreed upon in writing by You and Heyward House. Total price may change as a result and Buyer agrees to pay any increase.

2.5 Cancellation fees: Seller reserves the right to charge a cancellation/restocking fee. Buyer shall be charged a 20% cancellation fee. Restocking and/or cancellation fees will be charged to your credit card on file at time of transaction.

2.6 Buyer incurs delivery fees associated with order(s) and will be invoiced when total delivery fee(s) are available. Payment may be made by invoice, check or cash.

2.7 Heyward House, under Our sole discretion, reserves the right to allow NET payments to Buyer of Our choice.  Consecutive and substantial orders will influence and directly relate to this choice.

3.ORDER PLACEMENT

3.1 Orders can be placed through Our website and a coupon code will be provided to You by Heyward House to be used upon checkout. Buyer understands that they may not share, provide, disclose or give any other person, client or store the discount code provided to them. Negligence to protect online passwords, computers or electronic devices that have these discount code(s) provided to you will result in, but not limited to, restriction or cancellation of your account.

3.2 Orders can be placed by email to wholesale@shopheywardhouse.com with SKUS and quantities. A spreadsheet is available upon request. A customer service may choose to contact Buyer prior to invoicing. Invoice will be sent to Buyer to be paid in full unless a prior agreement in writing between Buyer and Heyward House has been made.

3.3 Orders can be placed by phone at 704-492-2384. If customer service representative is unavailable at time of call, someone will be in contact with You as soon as time permits.

4.SHIPPING AND DELIVERY OF GOODS

4.1 Buyer is to pay and/or incur all shipping costs. Heyward House is not responsible for lost or damaged shipments once they depart our facility. However, we will do our best to help resolve/find the shipment/order.

4.2 If the address on file is not verified, the order may be placed on hold. Address(es) must be verified at time of order placement to avoid any delay or missed delivery.

4.3 Any processing, turnaround time or delivery date(s), written, emailed or verbal, mentioned thereof and/or beforehand is based on estimation. We do not guarantee order(s) will be processed or delivered within the specified schedule. By placing an order, you agree that Heyward House and its affiliates will not be liable for any delays to force majeure events, including any non-performance third party service providers.

4.4 If Buyer is unavailable when delivery is attempted, delivery will be rescheduled. If we are unable to reach You and all such delivery attempts are failed, You will be liable to pay a restocking fee as set forth in the Returns and Refunds section (Section 5) in this document.

4.5 Orders will be shipped via Fedex, UPS and/or USPS. Delivery service may be chosen by Buyer from the aforementioned providers. However, Heyward House will not be liable for any insurance offered by the carrier(s). We make no representation for obtaining and give no warranties in respect to such insurance. Buyer is responsible for any and all insurance required for obtaining the shipment of goods.

4.6 Heyward House does not offer international shipping at this time.

5.SALE OF GOODS & MSRP

5.1 Buyer acknowledges the goods acquired are for Buyers business resale only.

5.2 Any resale of Heyward House products on public forums, third-party sites and/or online marketplaces are expressly prohibited. Heyward House shall have sole discretion to determine what public forums, third-party sites and/or online marketplaces, if any, are eligible for Buyer to resale Goods.

5.3 Heyward House retailers are required to price the item(s) using the Heyward House MSRP (Manufacturers Suggested Retail Price) or higher unless a predetermined agreement between Heyward House and the Retailer is made. However, if the same item is on sale at www.shopheywardhouse.com, then the Retailer is allowed to use our sale price for the same item.

6.RETURNS & EXCHANGES

6.1 Heyward House does not accept returns or exchanges unless item(s) are defective (due to manufacturing) or the wrong product was sent. Under certain conditions, as determined by Heyward House, exchanges may be made for unsatisfactory merchandise. The unsatisfactory merchandise must be unaltered and in original packaging with all tags attached. If available, the item will be replaced and shipped to Buyer promptly upon receiving the defective item(s).

6.2 Buyer must make any claim(s), including but not limited to shortages, specifications, or manufacturing defect(s) within 7 days of receiving the goods. Heyward House is not responsible for shortage when shipments are made by a third party. It is Buyers responsibility to inspect upon receipt that the goods delivered matches the product(s) ordered/invoiced.

6.3 If only part of order is deficient, the order may only be remedied for the defective item(s). Seller reserves the right to choose how a partial defective order is handled.

6.4 Buyer agrees to ship defective item(s) and/or returned item(s) within 30 days of delivery. Buyer incurs all shipping costs unless a prior written agreement is made with Heyward House or its representatives. If Buyer does not ship deficient/defective items within the 30 day window, Buyer accepts and understands that no refund will be given.

6.5 Buyer understands that any returned item(s) may not have replacement(s) available. The amount of the item(s) will be credited to your account after deducting shipping charges, which is non-refundable.

6.6 Buyer acknowledges and understands that items damaged to improper handling, misuse, or as accident, as determined by Heyward House, will not be accepted.

7.MODIFICATION OF GOODS

7.1 Hang-tags, sewn tags and/or Heyward House name/logo removal is not permitted under any circumstance.

7.2 If Buyer modifies Heyward House product(s), goods 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.

8.INTELLECTUAL PROPERTY AND BRAND STANDARDS

8.1 Buyer undertakes to use the Brand Name and, if required by Heyward House, Logo when advertising Goods supplied by Us and anywhere where the Goods are described or named including on social media, websites, labels and invoices.

8.2 Heyward House grants Buyer a personal, non-exclusive, non-transferable, and non-assignable license to use the Heyward House Brand Name and, if applicable, Logo for the purposes mentioned above in this section.

8.3 Buyer must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental, defamatory, derogatory to or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property of Heyward House.

8.4 The license in clause 7.2 may be revoked by Heyward House at any time by written notice to You.

8.5 Heyward House may provide You with product image(s) or other brand assets to be used for business promotion. Buyer acknowledges and understands that any and all marketing materials provided to You are fully protected, owned and controlled by Heyward House.

8.6 No Heyward House material, digital, physical and/or intellectual property may be copied, posted, published, reproduced, transmitted, altered, edited or distributed without prior written consent from Heyward House.

9.LIABILITY

9.1 Heyward House shall not be liable:

- where Buyer has altered or modified Goods, misapplied the Goods, or have subjected them to unusual or non-recommended use or handling.

- for defects in any Goods manufactured by any Third Party;

- 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;

for any indirect or consequential loss of any kind

10.EXCLUSION OF IMPLIED WARRANTIES

10.1 Heyward House 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 Heyward House to the Buyer of the payment made for the delayed or defective part of the order.

11.DETERIORATION OF BUYER'S CREDIT

11.1 Heyward House 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.

11.2 Heyward House 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 Heyward House 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, Heyward House shall have the right to deal with the Goods at its absolute discretion.

12.JURISDICTION

12.1 Any transactions between the Buyer and the Seller are governed by the laws of South Carolina. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Rock Hill, SC, for any claims or controversies arising in the sale of garments by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer or its Guarantor in the province or state of its domicile. However, the foregoing shall not in any way diminish or limit the arbitration provisions set forth below.

13.ARBITRATION

13.1 AGREEMENT TO BINDING ARBITRATION - Heyward House and Buyer agree that upon the demand of either party, any claim or dispute between Heyward House and Buyer and/or any of either parties' parent corporation's, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be determined by binding arbitration as set forth in this Agreement. Heyward House and Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.

13.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL - Heyward House and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. Heyward House and Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.

13.3 COSTS OF ARBITRATION - The Parties shall each bear their own costs and attorney's' fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's' fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.

14.AMENDMENTS

14.1 These terms and conditions may be amended or replaced from time to time by Heyward House. Any amended/replaced and/or modified Wholesale Terms & Conditions shall supersede all previous versions of these terms and conditions unless any provision is retained in the modified terms and conditions. Submitting an order or otherwise using your wholesale account after any such modification shall be construed as your explicit consent to accept the modified Wholesale 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.

This agreement was written 05/20/2022

CONTACT US

If You have any queries or concerns regarding our wholesale terms and conditions hereof, please contact our support team at wholesale@shopheywardhouse.com. We will respond as soon as we can.