The terms below will govern the sale of merchandise relating to Jewelry and Accessories (“Merchandise”) by Nomad West ([collectively,]“Seller”) to ____________________(“Customer”), for sales in connection with [any wholesale order] expected to commence on or about receipt of purchase order and conclude on or about receipt of payment (such period, the “Term”)].
1. Prices and Payment.
1.1 Prices. Please inquire about pricing and minimum ordering.
1.2 Purchase Orders. Customer must submit written or digital purchase orders for the Merchandise no later than ten (10) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received fewer than ten (10) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Customer). All orders processed are subject to availability.
1.3 Payment. Customer will be invoiced for Merchandise orders and payment is due upon Shipment with the option of COD and NET 10 after first [five (5)] orders. Late payments incur a finance charge of two percent (2%) of the unpaid invoice balance per month, starting[thirty (30) days] after the due date. Seller may withhold fulfillment of Customer’s additional purchase orders until past due payments, including any finance charges, are received in full.
1.4 Refunds. No Refunds, all sales are final with the option for exchange
2. Shipping. Customer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), customs clearance, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Customer must notify Seller of any claimed shipping error or damage within[three (3) days]of receipt of Merchandise. Customer’s failure to give such notice within that three-day period shall be deemed a waiver of Customer's claim for incorrect or damaged shipments.
3. Returns of damaged or incorrect merchandise. Within 10 days of Customer’s receipt of Merchandise, Customer may return (i) Merchandise that does not conform to Seller’s product specifications or (ii), Merchandise damaged or shipped incorrectly if notice of condition is given within[ three (3) days] of receiving the merchandise. Returns will be credited to Customer’s account or replaced.
4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF CUSTOMER.
5.1 Buyer-Seller Relationship. The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
5.2 Governing Law; Dispute Resolution. This agreement shall be governed by Governing State Law [California] law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in[Santa Cruz, California] in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in[Santa Cruz, California].