Handmade La Conner Retailer Agreement

ITEMS PURCHASED. Seller agrees to offer Retailer a non-exclusive Agreement, the following products (the "Goods") in accordance with the terms and conditions of this agreement:

PRICING AND ORDERS. Products will be ordered at prices and quantities as agreed to by the parties and subject to the terms and conditions of sale and shipment established by the Seller from time to time and in effect at the time Seller accepts the order. The Seller reserves the right to change prices upon reasonable notice to Retailer for subsequent purchases. The Seller agrees to exercise commercially reasonable best efforts to supply Products to the Retailer in a timely fashion (Up to 14 business days for general wholesale orders, and 4-6 weeks for custom/private label orders).

SALE OF PRODUCTS. The Seller agrees to sell Products at the prices indicated herein. The Seller may amend prices upon notice to Retailer, provided any such amendment shall reflect similar prices applicable to the Products and contemporaneously offered to other retailers similarly situated.

TAXES. The parties agree that payment of any taxes levied on the Products (other than taxes based on income) shall be the Retailer's responsibility (including, without limitation, federal, state, local, use or similar taxes), and the Retailer shall report and pay such taxes as required by law.

SHIPPING. All Products shall be sent in accordance with the Seller’s then current shipping policies. Shipping via FedEx/USPS via Seller’s accounts unless other options are requested by Retailer. All shipping and handling costs will be passed to the Retailer.

RETAIL STORE FACILITIES. Retailer will offer Products from its retail stores locations as mutually agreed by the parties in accordance with terms set forth in the Agreement. Retailer will provide the Seller with an updated list of all facilities selling Products. Retailer will maintain the products and display them thoughtfully, and keep a stock of 4-6 of each product on hand, and have testers available when possible.

PAYMENT. Payment shall be made to Handmade La Conner, PO BOX 1375 La Conner, Washington 98257. Payment terms for products purchased hereunder shall be due in full at the time the invoice is received. Invoices are emailed via quickbooks, and payment is accepted in the form or check or credit card. In addition to any other right or remedy provided by law, if the buyer fails to pay for the Goods when due, Handmade La Conner has the will treat such failure to pay as a material breach of this Agreement, and the invoice will be subject to 5% interest penalty every 30 days. If payment is not received, it will be sent to collections. In the case of a paper check being mailed, let us know the send date.

WARRANTIES. The Goods are sold on an "AS IS" basis.

RETURNS/CANCELLATIONS: There are no returns/trades on any products for any reason. A cancelled order, or a partial cancel of an order cancelled before shipping will result in a 15% restocking fee, shipped orders cannot be cancelled. Custom/private labeled products cannot be cancelled, and payment is final.


INSPECTION. The Retailer, upon receiving possession of the Goods, shall have 7 days to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. The Retailer must provide written notice to the Seller of the reason for rejecting the goods within 7 days of receipt of the goods. The Seller will have 7 days from the receipt of the return of the goods to remedy such defects. In the case of the items not being returnable, photo evidence may be requested by Seller. INTELLECTUAL PROPERTY. Retailer shall obtain no right, title or interest in or to any of the proprietary rights of the Seller, Product manufacturers or their licensors, including without limitation, rights in or to the trademarks, trade names, slogans, logos, copyrights and patents owned, registered, pending registration or used by any of them. Any such use of such intellectual property shall be by prior written consent and according to policies and guidelines communicated by the Seller. Also, that would just not be cool.

FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or supplier failures.

ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Washington.

SIGNATURE. By making a wholesale purchase on www.hmlcwholesale.com you agree to the terms and conditions listed above.