WHEREAS, Company is engaged in the business of designing, manufacturing, and reselling bridal gowns and related services; and,
WHEREAS, Retailer has decided to purchase from Company these types of services and other services as described herein and more specifically set forth in the Purchase Orders attached hereto and incorporated herein by this reference;
AND, in consideration of the mutual covenants and benefits described in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1) MINIMUM PURCHASE REQUIREMENT
- Retailer must purchase a minimum of one (1) stock gown from the three (3) most recent consecutive seasons to maintain “Active Retailer” status as a Kelly Faetanini retail salon. Benefits for the Retailer include:
- Listing and linking from the Company website (kellyfaetanini.com) to the Retailer website
- Retailer promotion on Kelly Faetanini social channels (at the company’s discretion)
- Access to exclusive Kelly Faetanini high-resolution images
- 24/7 Customer Service by phone and/or email
- Retailers who do not meet the Minimum Purchase Requirement in any season immediately forfeit Active Retailer benefits and territory exclusivity if applicable.
- Retailer acknowledges that stock orders must be placed within six (6) weeks of Spring and Fall Markets to maintain Active Retailer Status.
2) TERRITORY EXCLUSIVITY
- Minimum purchase levels must be maintained season-to-season to retain Territory Exclusivity radius ranges. Retailer agrees that failure to maintain range minimums can be cause for loss of the privilege or minimization of the exclusivity radius at the Company’s discretion.
- After three (3) consecutive seasons, the Retailer’s Territory Exclusivity radius continues provided the Retailer purchases at least one (1) gown for each consecutive season.
- Terms for territory exclusivity are listed as general guidelines and may be amended at the Company’s discretion at the time of each seasonal purchase based on the geographic distribution of product, state/city density, and product mix.
All orders are accepted subject to wholesale prices effective as of the date the sale order is placed. Retailer is responsible for confirming current pricing with the Company’s sales office as of the date the order is placed.
All new accounts will be opened as Credit Card pre-pay terms. A fifty-percent (50%) deposit is required on order date and the remaining fifty-percent (50%) balance is required to be charged prior to shipment. The option to pay a one-hundred percent (100%) deposit is also available. All accounts past due will be put on credit hold and will not be eligible to receive or place stock or special orders until the account is brought to the current balance. Existing reorders will not be shipped until the account is brought to the current balance.
Sample orders can be canceled within three (3) business days (Monday – Friday, 9am – 6pm EST) after being placed. All deposits are non-refundable for canceled orders. After five (5) business days, the contract is binding for both parties.
5) LEAD-TIME CALENDAR
Accounts will confirm the current lead-time on each order before making commitments to their brides. Only sales orders with written confirmation of receipt from a Kelly Faetanini wholesale representative will be honored.
All orders are shipped based on the in-store date specified by the Retailer. Standard delivery time is fourteen (14) weeks for sample & re-orders. We reserve the right to charge a fee of fifty dollars ($50.00) per order, per week for any orders Retailer requests to be held past thirty (30) days of original ship date. All Products will be shipped to the Retailer’s designated business location via FedEx ground. Due to liability, we are not able to ship direct to consumers. Expedited shipping will be accommodated for an extra charge if requested by the Retailer. Shipments outside the U.S. require additional shipping/processing time. The Company does not guarantee any shipping dates due to local holiday delays, natural disasters, and any other events or circumstances beyond the control of the Company. In the event that a shipment is returned to the Company, the Retailer will be charged the shipping cost for each attempted delivery.
7) SALE OF STOCK SAMPLES
Any complimentary or discounted stock samples cannot be sold off the rack until at least one (1) year after the delivery date.
Retailers are asked to check all gowns upon arrival once shipments are received. Any issues with color, size, and other defects must be notified to Kelly Faetanini sales department within five (5 )business days of receipt. No returns or exchanges will be accepted after five (5) business days. A cancellation or change must be made in writing and sent by email to the sales representative within three (3) days of the order. Once an order has been placed with the factory, a cancellation fee of fifty dollars ($50.00) will be charged if the order is canceled prior to cutting. If the order has been cut, the full amount will be due.
9) USE OF COMPANY IMAGES IN ADVERTISING
The Company, in its sole discretion, may provide the Retailer with photographs, pictures, and/or digital images, as individual images or as contained in catalogs or brochures for the temporary, non-exclusive use by the Retailer in its print and/or digital advertising. The Retailer’s permitted use of any such image or materials containing these images is conditioned on Retailer’s compliance with all the terms and conditions of this Agreement and is limited to one (1) year from receipt of the said image from the Company, and Retailer agrees to return all such materials to the Company at the end of said year, or immediately upon the demand of Company, if sooner. Retailer shall in no way acquire or retain any proprietary rights whatsoever in any of the Company’s trade names, trademarks, copyrights, advertising, and/or promotional materials. Shared images are not allowed in third party advertising of magazines or publications without express mutual consent in writing.
10) RETAILER’S AGREEMENT
Retailer unconditionally agrees: (i) not to consign, sell, transfer or exchange any of the Company Products to any person or entity for retail, wholesale, transshipment, or any other distribution; (ii) not to purchase or acquire any of the Company Products from any person or entity other than the Company; (iii) not to duplicate, purchase, or otherwise acquire any duplication of the Company Products; and (iv) not to remove labels or tags from the Company Products, including, but not limited to, Products used as samples. The Company reserves the absolute right, at any time, to sever all relationships with any Retailer account that does not comply with all the terms and conditions of this Agreement and/or promotes discounting below the applicable suggested Company Product mark-up.
Compliance with this Retailer’s Agreement section is a material obligation of this Agreement. Any actions in violation of this Retailers’ Agreement section will result in immediate cancellation of all outstanding orders and termination of the Agreement, in addition to any other remedies available to the Company at law or equity. In addition, this Agreement may not be assigned or transferred in any manner without the prior written consent of the Company, which consent may be withheld in the Company’s absolute discretion. Retailer understands that the Liv by Kelly Faetanini and Social Occasion collections will be sold online. The Company reserves the right to terminate this Agreement and its relationship with any Customer account for any reason or no reason, at any time.
The Company may modify, amend, or waive the terms of the Agreement, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Company without written notice. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
Retailer by placing new stock or retail orders agrees with the Terms as outlined above for the life of the Company/Retailer Agreement.