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16. Branded & Private Label Sales Policies.
Effective April 14, 2016
Happy Crafters Corporation requires that all authorized customers ("you" or "authorized customer") strictly adhere to its sales policies for all Nike Golf, Red Kap®, OGIO®, Red House®, New Era®, Eddie Bauer®, Bulwark®, Alternative Apparel, and Russell Outdoors™ apparel and accessories (hereinafter referred to as "Branded"), and all Port Authority®, Port & Company®, Sport-Tek®, CornerStone® , District®, District Made® and Precious Cargo® apparel and accessories (hereinafter referred to as "Private Label").
The current policy for Branded and Private Label products is as follows:
1. Happy Crafters will sell Branded and Private Label products only to authorized customers who, in the sole discretion and judgment of Happy Crafters: (a) do not advertise, promote, distribute, sell or market in any way that disparages, misrepresents or injuries Branded or Private Label products; and (b) do not distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or "loss leader" pricing, bait, and switch, or negative selling practices.
2. You may not advertise or promote the products or cause the products to be advertised or promoted at prices discounted more than 10% for Branded products (other than OGIO) or 20% for Private Label, below (i) the prices coded on an "A" or (ii) double the case prices on Happy Crafters's published wholesale price list. Advertised OGIO gear bags cannot be discounted further than the price coded on an "R" (40% margin). Advertisements for OGIO must state that the advertised price is for a minimum order of 12 pieces (you may state that an end user may call for pricing on quantities below 12 pieces).
3. Happy Crafters may advertise all or select Branded and Private Label products at discounted/promotional prices. If so, you may not promote or advertise products at prices discounted more than 10% for Branded (other than OGIO) or 20% for Private Label from the discounted/promotional prices advertised by Happy Crafters, when coded on an "A". Advertised OGIO products cannot be discounted further than the price coded on an "R" (40% margin).
4. You may sell Nike Golf, Eddie Bauer, OGIO, Alternative Apparel, and New Era products only with embellishment. Generic, obscure and/or temporary decoration, in order to resell these products, is prohibited. Online sales of Nike Golf, Eddie Bauer, OGIO, Alternative Apparel, and New Era products may be made only from your own website or another eligible, authorized customer website. Sales on or through eBay, Amazon, Craigslist or any other direct-to-consumer, third party site are prohibited.
5. Nike reserves the right to prohibit the addition to any Nike garment of any trademark name, design or logo of an organization, business, school or team (or for an individual or other entity that does not meet certain standards. Please contact your representative with any questions. The decoration of any Nike garment with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the prior written authorization of both the owner of such mark, name or logo and Nike is expressly prohibited. The exportation of Nike product outside of the U.S. is prohibited (including to Puerto Rico, Guam, and the Virgin Islands).
6. All Eddie Bauer products must have a logo containing a corporate or organization name prominently placed on the item, (ii) all Eddie Bauer products must be placed only in non-traditional retail stores, such as a corporate gift shop, company store or other nontraditional retail location of the end user, (iii) in no case may any Eddie Bauer products be sold into traditional retailers without the written approval of licensor, such as by way of example but not limited to: mass retailers (Wal-Mart, K-Mart and Target); Warehouse clubs (Costco, Sam’s Club and so on); better department stores (Macy's, Dillard's and so on); mid-tier department stores (Kohl's, J C Penney, and Sears); Home/Hardware stores (Lowe's, Home Depot, Ace Hardware); Home Shopping (HSN, QVC); Internet retailers (Amazon.com, Zappos.com and so on); sporting goods and outdoor retailers (Dick's, The Sports Authority, Cabela's and so on); or any other retailer. Eddie Bauer may withhold its approval to any traditional retailer in Eddie Bauer's sole discretion. ANY VIOLATION OF THE FOREGOING TERMS SHALL REQUIRE YOU TO PAY HAPPY CRAFTERS DAMAGES IN THE AMOUNT OF THREE (3) TIMES THE PRICE YOU PAID HAPPY CRAFTERS FOR SUCH PROHIBITED SALES IN ADDITION TO ALL OTHER AVAILABLE REMEDIES. Eddie Bauer prohibits placing logos or emblems on Eddie Bauer products that will negatively impact the Eddie Bauer brand, including but not limited to logos or emblems of a pornographic nature, for organizations that promote illegal activities or discriminatory behavior or for competitors of Eddie Bauer identified by Eddie Bauer , including Lands End, R.E.I., LL Bean, Patagonia, The Northface, Timberland, Nautica, Mountain Hardware, Arc'teryx, Jansport, Eastpak, National Geographic, Woolrich, and Orvis. The exportation of Eddie Bauer product outside of the U.S., Puerto Rico, Canada, and Mexico is prohibited.
7. Red House reserves the right to prohibit the addition to any Red House product any mark, name, design or logo that does not meet the high standards of the brand. Please contact your Red House sales representative with questions.
8. New Era prohibits placing logos, emblems, or designs on New Era products that negatively impact the New Era brand including, without limitation, logos, emblems, and designs that are obscene, vulgar, and/or gang-related in nature. The decoration of any New Era garment with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the appropriate license and/or authorization of the organization or institution is expressly prohibited. Please contact your New Era sales representative with questions. The exportation of New Era product outside of the U.S. is prohibited.
9. Red Kap reserves the right to prohibit the addition to any Red Kap product any mark, name, design or logo that does not meet the high standards of the brand, including embellishment that may disparage or otherwise negatively reflect on Red Kap, or their brand image. No modification of the Red Kap logo or trademarks is permitted.
10. Bulwark reserves the right to prohibit the addition to any Bulwark product any mark, name, design or logo that does not meet the high standards of the brand, including embellishment that may disparage or otherwise negatively reflect on Bulwark, or their brand image. No modification of the Bulwark logo or trademarks is permitted.
11. Alternative Apparel reserves the right to prohibit the addition to any Alternative Apparel product any mark, name, design, or logo that does not meet the high standards of the brand. Please contact your Alternative Apparel representative with questions. The exportation of Alternative Apparel product outside of the U.S. is prohibited.
12. If Happy Crafters believes, in its sole judgment, that you have failed to comply with the policy or policies stated herein, it may provide you with written notice of the same. Happy Crafters may, upon delivery of such written notice to you, stop selling Branded and/or Private Label products to you or terminate the relationship.
13. Happy Crafters requires all customers to allow Happy Crafters access to their company website in the same manner allowed to the general public. Blocking Happy Crafters from your company site may result in Happy Crafters discontinuing sales to you. This sales policy is not a contract, nor an offer to form a contract. Happy Crafters is not asking for and will not accept any agreement affirming your compliance with this policy. This policy simply describes the circumstances under which Happy Crafters may, in its sole discretion, choose to continue selling Branded and Private Label products to you.
Happy Crafters representatives are strictly prohibited from discussing this sales policy or any other pricing practice with you, and from seeking or accepting any assurance of compliance with this policy. All questions regarding this Policy shall be directed, in writing, to Happy Crafters, Attn: Sales Policy Coordinator, 22833 SE Black Nugget Road, Suite 130, Issaquah, WA 98029.
Happy Crafters does not seek any comment or criticism from you about the pricing or advertising practices of any other authorized customer. Happy Crafters will not, under any circumstances, discuss the business dealings of any authorized customer with any other authorized customer. Happy Crafters reserves the right to change, amend, or discontinue this sales policy at any time, and no third party has any right to rely on the continued existence of this policy, or any act or omission by Happy Crafters to enforce this sales policy. Happy Crafters may elect not to enforce advertising price policies for high volume orders.
Happy Crafters reserves the right to modify or amend these policies unilaterally, at any time or from time to time. Please See http://www.happycrafters.com/AboutUs/terms/ for Happy Crafters website Terms and Conditions of Use.
17. Ordering Terms & Conditions
Orders for Happy Crafters Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Happy Crafters Corporation ("Happy Crafters") to you and/or the company you are authorized to represent ("you"). Happy Crafters's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or another document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon Happy Crafters.
1. Ordering. Happy Crafters shall accept your orders in writing, by phone (with follow-up was written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by Happy Crafters (i.e., they are non-refundable), except upon the consent of Happy Crafters in each instance. You may pay for your first order by Cash On Delivery, pre-payment, credit card or with a company check upon prior credit approval by Happy Crafters. Happy Crafters shall deliver Goods F.O.B. Happy Crafters's shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at Happy Crafters's facility. Happy Crafters shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and HAPPY CRAFTERS EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. Happy Crafters shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. A $3.95 shipping charge will be added to each order. You may order samples from Happy Crafters and receive a full refund if you return them within thirty (30) days and pay for all related shipping charges. Happy Crafters offers free freight on orders over $200.00 shipped via ground with Happy Crafters's preferred carrier within the contiguous United States, excluding OGIO golf bags and oversized travel bag styles 413006, 413007, 413008, 413009, 413010, 417018, 421001, 611024, 611701, TG0238, TG0239 and closeout merchandise. This includes split shipments. Happy Crafters may periodically offer other free freight promotions and free freight is subject to change. You may also pick up your orders at Happy Crafters.
2. Payment. You shall purchase Goods in accordance with Happy Crafters's price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which Happy Crafters pays), duties and other governmental charges. You shall pay or reimburse Happy Crafters for any and all such charges. Late payment of any amount will be grounds for Happy Crafters to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $40.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number. Happy Crafters accepts American Express, Visa, and MasterCard (please ask your sales representative for details). Happy Crafters does not accept third party credit cards.
3. Pricing. All prices are subject to change without notice. Happy Crafters assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the costs of products or items, Happy Crafters reserves the right to increase prices as it deems appropriate or necessary. Merchandise is subject to change or withdrawal or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies. Happy Crafters has no minimum order amount; however, orders under $50.00 are subject to a $5.00 service charge.
4. Discounted. Pricing and Product Description. Orders placed for one to five pieces in a specific style, color and size group receive piece pricing. Six or more pieces (up to case quantity) in a specific style, color and size group receive dozen pricing. And case pricing is available for orders of a particular pack of a specific style, color and size group, with quantity determined by the mill. Many product descriptions include the weight of the fabric indicated in ounces. All weights included in product descriptions are averages based on the color offering for that specific item. Weights are provided to Happy Crafters by the manufacturer.
5. Backorders. Back orders can only be placed for Goods that are out of stock at all of our warehouse locations at the time that the order is placed. Warehouses cannot be specified for backorder fulfillment and all back orders will be filled as inventory is available. You will not be charged until your backorder ships. All items are priced at the time of fulfillment. Only sale pricing and promotional discounts that are active at the time that the back order is filled will be applied. Promotional “Promo” codes cannot be applied to back orders. There is no service charge for back orders and all backorders ship free freight when shipped within the contiguous United States. Shipping method is at Happy Crafters’s discretion and may vary by location. You will receive fulfillment notification from us as Goods are available. No back orders will be accepted for discontinued or closeout merchandise, catalogs or custom hemmed pants. Fulfillment of back orders is subject to the availability of Goods. Estimated Times of Arrival (“ETA”s) provided at the time of back order placement are courtesy estimates only for when Goods are expected to be received by Happy Crafters. We assume no liability for delays or failure to deliver due to our inability to obtain supplies.
6. Returns and Cancelled Orders. It is your responsibility to check for discrepancies or defects in an order before any alterations or embellishments are made. Returns must be authorized by Happy Crafters in advance. Claims for returns for defective Goods must be made in accordance with the warranties in Happy Crafters’s General Terms & Conditions of Sale. Altered or embellished garments, excluding irregulars, are not returnable. Authorized returns must be accompanied by a return authorization form or number from Happy Crafters. Returns without original corresponding invoice number(s) will be credited at the lowest published price. Canceled orders or returns of unwanted merchandise must be approved in advance and may be subject to a 20% restocking fee plus applicable shipping charges. Merchandise that is not Happy Crafters’s will be returned to you at your expense or disposed of by Happy Crafters. Discontinued or close-out items are not returnable. All returns must be prepaid. Please contact Happy Crafters Customer Service for a return authorization and shipping address.
7. Export Shipments. Many Goods that have been imported into the U.S. cannot be exported to other countries. It is your responsibility to check with their freight forwarder to confirm foreign documentation requirements and verify that items to be exported will be released by customs at the final destination. Happy Crafters is not responsible for providing this information or any documentation required to export goods purchased from Happy Crafters or for re-importation to the U.S. The exportation of Alternative Apparel New Era outside of the U.S. is prohibited. The exportation of Nike product outside of the U.S. is prohibited (including to Puerto Rico, Guam, and the Virgin Islands). The exportation of Eddie Bauer product outside of the U.S., Puerto Rico, Canada or Mexico is prohibited.
18. General Terms & Conditions of Sale
Orders for Happy Crafters Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from Happy Crafters Corporation ("Happy Crafters") to you and/or the company you are authorized to represent ("you"). Happy Crafters's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or another document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon Happy Crafters.
1. Warranties, Disclaimer, Limitations on Liability. Happy Crafters warrants only that the Goods shall be free from material defects on the delivery date, provided, you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by Happy Crafters.
You must provide Happy Crafters with written notice of any warranty claims no later than thirty (30) days after receipt of the applicable order of Goods. Failure to provide written notice within such 30-day period shall void Happy Crafters's warranties in their entirety. As Happy Crafters's sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, Happy Crafters shall, upon written notice from you, either (at Happy Crafters's option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the foregoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to Happy Crafters, and all risk of loss or damage during shipment shall be born by you. Happy Crafters will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within Happy Crafters's control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY'S OR ITS CUSTOMERS' NEEDS, AND HAPPY CRAFTERS MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY HAPPY CRAFTERS. HAPPY CRAFTERS EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL HAPPY CRAFTERS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF HAPPY CRAFTERS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF HAPPY CRAFTERS. You agree that, regardless of the form of action, whether in contract or tort, including negligence, Happy Crafters's liability for damages claimed by you with respect to the Goods shall not exceed fees received by Happy Crafters from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, Happy Crafters's liability for damages claimed by third parties with respect to the Goods, as between Happy Crafters and you shall not exceed fees paid to Happy Crafters hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to Happy Crafters), may be brought by either party more than one (1) year after the date of the alleged breach. Happy Crafters shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond Happy Crafters's control.
You hereby release and shall defend and hold Happy Crafters and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys' fees) related to third party actions (a) in which it is determined that Happy Crafters is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
2. General. Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for Happy Crafters, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of Happy Crafters or to pledge the credit of Happy Crafters. This Agreement shall be governed by and construed under the laws of the State of Washington, without regard to any conflicts of law principles to the contrary. The parties consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the Superior Courts of King County, Washington. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or telecopier, for Happy Crafters, to the current contact information on our website at www.happycrafters.com, and, for you, to the address Happy Crafters has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of Happy Crafters, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties' fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.