Wholesale Agreement and Terms of Sale

TERMS

Throughout this Wholesale Agreement, the terms “we”, “us” and “our” refer to Fight Face, LLC. The terms “you,” “your” and “buyer” refer to the entity identified as “Buyer” on the Signature Page below.  Fight Face LLC and you are sometimes referred to individually as a “party” or collectively as “parties.” The Term "unit" and "units" refer to a single product.

OVERVIEW

Your submission of this Wholesale Application indicates that you agree to the terms of the following Wholesale Agreement: 

To qualify for wholesale purchases, you must be a valid retail business and by agreeing to our terms and conditions you certify that you are such. You are only authorized to sell through the retail store that you have listed and any online website directly linked to that retail location. Notwithstanding the foregoing, under no circumstance may you sell through Etsy, EBay, Amazon, Walmart or other seller’s websites of the like without receipt of our prior written approval.  

Any Wholesale Account who distributes Fight Face LLC goods and products to any entity for re-sale must require their customer to strictly adhere to these same Wholesale Account guidelines as set forth in this Wholesale Agreement. Any Wholesale Account who does not enforce these guidelines with their own re-sale customers will be subject to termination of this agreement. 

 

ORDER REQUIREMENTS 

We ask that you spend a minimum of $247.50 on each order placed with a minimum quantity of 15 units of each product SKU. 

 

CUSTOMIZED ORDERS 

Where you have specific requirements which may include the modification of our existing product designs or printing then you will supply us with written details of any such desired modifications together with a pdf of any design or logo that you require. We will verify whether your modifications or logo can be incorporated within the product, and we will notify you in writing of the additional costs and production times associated with your work specified in your written instruction. All custom orders have a minimum requirement order quantity of 1,500 Units/masks. 

All additional costs arising as a result of such customization will be added to the invoice and shall be paid in accordance with the terms of this agreement. 

In the case of customized orders, once an order has been accepted by Fight Face LLC, art work is approved by you and Fight Face LLC and notification of production has commenced, the order CANNOT be canceled by you. 

You represent and warrant that you are authorized to use, display, copy, distribute, make, offer for sale and sell any and all designs, patterns, images and other content or requested modifications you provide to Fight Face, LLC.  You shall be solely responsible for, and shall defend, hold harmless and indemnify Fight Face, LLC and its affiliates, owners, directors, governors, officers, employees and agents against any third party claims, demands, losses, disputes, causes of action or damages , including reasonable attorneys’ fees  relating to or referring to any infringement (or alleged infringement) by Fight Face, LLC, or its employees, representatives, affiliates, subcontractors, or agents of any patent, copyright, trademark, trade secret, trade name or any other proprietary right of any person or entity arising from or relating to any modifications, designs, patterns, images or other content you provide to Fight Face, LLC.

 

BASIS OF SALE 

Our employees or agents are not authorized to make any representations concerning the Goods unless confirmed by Fight Face LLC in writing. In entering into the Contract, you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which are not so confirmed. 

No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between you or your authorized representatives and Fight Face LLC. 

 

PACKAGING 

All products come packaged and may not be removed from the packaging for resale. Any item removed from the packaging by anyone other than the final consumer will be void of any and all warranty guarantees. 

 

PRICING POLICY 

All Fight Face LLC products have a manufacturer’s suggested retail price (MSRP) as specified in the detail of each item in the line sheet. Wholesale Buyers retain the right to charge above the MSRP; however, they may not charge less than the MSRP. In the event that the Wholesale Buyer chooses to place the products or goods for sale at a discount, the Wholesale Buyer cannot discount the products more than 15% below MSRP without the written approval of Fight Face LLC. Permission for special sale events beyond the 15% discount by the Wholesale Account must be requested in writing to Fight Face LLC and will typically be granted on a semiannual basis. 

 

CREDIT TERMS 

You may also apply for credit terms with us by filling out an application form with at least three credit references. You may also get a credit application by request via our Contact Us page or by calling toll free (205) 968-1246 after a minimum transaction of 2,000 units 

Checks returned due to insufficient funds could be considered fraud and subject the check writer to prosecution and fines. However, we understand that usually there is no criminal intent, and, in these circumstances, we will only charge the customer a reimbursement for bank fees and other costs incurred. 

 

PAYMENT INFORMATION 

We accept payments via Credit Card and Wire. 

30% of the orders must be prepaid and 70% must be paid upon reception of the goods. You will be emailed the invoice and on site goods will be held for 7 days pending payment. Please note that we only hold limited stock so all orders will be held for a maximum of 7 days before being reallocated to another order. 

No orders will be processed until the first payment is received. 

The balance of the orders (plus the cost of shipping) must be paid within 15 days of reception of the goods. Failure to respect this deadline will incur an additional cost of 2% of the total order for each day of delay increasing by an additional 2% per day every 15 days thereafter. Terms will be reverted to prepayment if the account is overdue more than twice in a fiscal year. Fight Face LLC retains the right to terminate any delivery or suspend further deliveries in the event the buyer’s financial condition becomes unsatisfactory (in the absolute discretion of Fight Face LLC). 

All shipping charges will be added to the invoice for each PO. 

We reserve the right to alter our prices at any time unless prior invoiced.  

NET terms are available with approved credit and are not available for new accounts or stores open for less than 2 years unless otherwise approved by the CEO or COO of Fight Face LLC. 

 

SHIPPING & HANDLING 

You, the retailer incurs shipping costs. Delivery is typically within 15 to 60 days of completion of production. Larger orders may require more time. Delivery dates are estimated and are based upon market and production conditions at the time of your order. Fight Face LLC is not liable for any delay in or failure to make one or more shipments if such delay or failure is due to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine, restrictions, mill conditions, strikes, delays in transportation, fuel, parts, labor or materials, or any other circumstances or cause Fight Face LLC’s control.  

We use DHL, FedEx, UPS or USPS based on cost. You are required to promptly inspect the Merchandise upon delivery. You should immediately notify Fight Face LLC if the Merchandise does not conform to your order or if the Merchandise is defective. If your shipment is damaged in transit, you agree to contact Fight Face LLC within 3 business days of delivery. 

Any problems must be reported in writing or by email and the retailer cannot return goods until he has received written authorization from Fight Face LLC. Goods sent back without one will not be credited to your account. For more information on returned goods, see section on warranty below. 

 

SHIPPING ERRORS, RETURNS, AND WARRANTY  

Order errors must be brought to Fight Face LLC Customer Service attention within 5 business days of receipt of shipment. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to printing or manufacturing defects during the first 90 days, we will work with you to find a resolution. 

Except as provided below, Fight Face LLC warrants that, subject to normal use, the Merchandise will be free of defects in material and workmanship for a period of 90 day from the date of sale to you. 

This warranty does not cover or include and Fight Face LLC has no liability for: 

1      problems caused by misuse or abuse of the Merchandise, 

2      Merchandise that has been decorated, modified with embroidery, or otherwise altered. 

The Merchandise is not flame-resistant or acid resistant. The Merchandise should not be worn if the person wearing the Merchandise is exposed to fire, other flammable materials, or acids. You are prohibited from warranting or representing that the Merchandise is flame-resistant or acid resistant. Fight Face LLC makes no representations or warranties as to the use of the Merchandise in cold or wet weather. 

If the Merchandise fails to conform to the warranty, you must promptly give written notice to Fight Face LLC of the warranty claim. You may give notice by e-mail, fax, or mail. 

If the Merchandise fails to conform to the warranty and if you make a timely claim of breach of warranty, then Fight Face LLC will, upon return of the Merchandise, credit the purchase price, or if the Merchandise has not been returned, in Fight Face LLC’s discretion, Fight Face LLC may credit your account with the adjustment. The procedure for returning Merchandise is provided below. Fight Face LLC may set off any credits against any outstanding amount owed by you to Fight Face LLC. 

The remedy of adjusting the issuing a credit of the non-conforming Merchandise, represents and constitutes the sole and exclusive remedy available to you for a breach of warranty claim, breach of contract claim, tort claim (including negligence or strict liability), or any other claim with respect to the Merchandise. The remedy shall be determined by Fight Face LLC in its sole discretion. 

You are prohibited from altering or modifying the tags or packaging that accompany the Merchandise. Fight Face LLC is not responsible for any representations or warranties made by you to the consumer. 

 

RETURNS 

Unless otherwise authorized in advance by Fight Face LLC, and such authorization may be given in Fight Face LLC’s sole discretion, only Merchandise that is defective and otherwise is subject to a valid warranty claim may be returned. In the absence of a valid warranty claim, Fight Face LLC will consider authorization of the return of Merchandise only if the request is made within thirty (30) days after the date of delivery to you of the Merchandise. 

You may not return any Merchandise after it has been decorated, modified with embroidery, or otherwise altered. 

Before returning any Merchandise to Fight Face LLC, you must obtain prior authorization from Fight Face LLC. Merchandise may not be returned without first obtaining authorization from Fight Face LLC. You may request authorization by calling the Fight Face LLC customer service department at 205-968-1264 or emailing donny@comercompanies.com. The customer service department will reply to you via email or phone within 48 hours. 

 

WARRANTY DISCLAIMERS 

Fight Face LLC. MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND FIGHT FACE LLC EXPRESSLY EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

 

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

COPYRIGHT & INTELLECTUAL PROPERTY 

All of the designs, products, and content within and any materials made available on the website are the sole property of Fight Face LLC. The website, designs, products, images, and content within are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of Fight Face LLC. You hereby agree not to reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or product designs without the advance, express written consent of Fight Face LLC. Any imagery you provide yourself must be approved prior to use (please allow adequate lead-time for approval; two weeks is recommended). If promotional imagery is needed, we will provide approved graphics for use as needed per request. Please email your needs with detailed information regarding specific graphics, size requirements, format requirements and any additional information to expedite the graphics (please allow adequate lead-time; two weeks is recommended).  

 

MERCHANTABILITY AND MISREPRESENTATIONS 

The Wholesale Buyer agrees that Fight Face LLC makes no warranty, express or implied, as to the merchantability of Fight Face LLC products. The Wholesale Buyer also agrees that Fight Face LLC is not liable for any misuse or misrepresentations of the goods by the Wholesale Buyer or the final retail purchaser or consumer and indemnifies Fight Face LLC for any legal actions that emanate or arise from such actions. 

 

CHANGES TO THE AGREEMENT 

Fight Face LLC reserves the right to change the terms of this Agreement as necessary. Prices are subject to change without notice. Either party with 30-day written notice can terminate the wholesale relationships. 

 

PRIVACY POLICY 

Any personal information that you provide to us including your name, address, telephone number and email address will be treated confidentially and will not be released, sold or rented to any entities or individuals outside of JACPLA. Fight Face LLC does not collect or record any credit card details you may provide when purchasing products from the Fight Face LLC website.

 

JURISDICTION AND VENUE

This Wholesale Agreement, made and entered into at Birmingham, Alabama shall be construed in accordance with the laws of the State of Alabama.  In the event of any litigation arising out of or in connection with this Wholesale Agreement, the parties hereby consent to the jurisdiction and venue of the courts of the State of Alabama located at Birmingham, Alabama or the United States Federal District Court for the Northern District of Alabama located at Birmingham, Alabama.  Each party hereby waives any defense or objection sounding in jurisdiction or venue. If a party brings any proceeding or lawsuit in connection with this Wholesale Agreement, the prevailing party is entitled to recover its reasonable costs, legal fees and disbursements.

 

SEVERABILITY  

If any one or more provisions of this Wholesale Agreement shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

 

Relationship Between Parties

The relationship between the parties created under this Wholesale Agreement is that of independent contractors.  With respect to the relationship created under this Wholesale Agreement, the parties are not joint venturers, partners, principal and agent, master and servant, employer or employee, and have no relationship other than as independent contracting parties, and neither party shall have the power to bind or obligate the other in any manner.