Wholesale Terms

WHOLESALE AGREEMENT AND TERMS AND CONDITIONS OF SALE

This Wholesale Agreement and  Terms and Conditions of Sale below (this “Agreement”) will govern the sale of shaving and personal grooming products merchandise (“Merchandise”) by LEAF SHAVE COMPANY, a Pennsylvania limited liability company (“Seller” or “Leaf Shave”) to you  (“Customer”), for resale by Customer to its retail customers. Sales of the Merchandise pursuant to this Agreement are limited to bona fide commercial retailers whose status as such is subject to verification by Leaf Shave, which may include submission by you of such documentation as requested by Leaf Shave such as your business license, federal tax id number, government wholesale seller permit or other related documentation.

1. Prices and Payment.

1.1.  Prices. Merchandise products and prices are as provided to you by Leaf Shave. Minimum order value is $500 USD, unless otherwise agreed to by Leaf Shave. Seller may change wholesale prices for Merchandise and items of Merchandise available for purchase with or without notice in its discretion.

1.2.  Purchase Orders. Orders for Merchandise are to be placed by emailing sales@leafshave.com via a purchase order with a PO number that Leaf Shave can reference on the resulting invoices. All Merchandise orders must reference the SKU number and description of each item of Merchandise ordered. If there is ambiguity in any purchase order, Leaf Shave will reach out to Customer for clarification. Merchandise orders will be shipped within 7 business days of receiving them, unless inventory is unavailable to fulfill the entire order. If inventory is unavailable, Customer will be contacted to make alternative arrangements via timing or scope of order. If a rush order is desired, turnaround will be the next business day and a 3% surcharge will be applied to the total order value. Orders are not considered received until Leaf Shave acknowledges the purchase order with a confirmation email to Customer. The above time frames are of course subject to unforeseen shipping issues beyond our control like inclement weather or other force majeure events.

1.3.  Payment. As determined by Leaf Shave, Customers of Leaf Shave must pay upfront for Merchandise orders and will remain on pre-pay status unless otherwise approved by Leaf Shave. Customers who have completed Leaf Shave’s credit application and are approved by Leaf Shave in its sole discretion will be invoiced for Merchandise orders and payment for Merchandise will be due no later than thirty (30) days of invoice date (the “Payment Due Date”). Late payments due for Merchandise unpaid for more than five (5) days after the Payment Due Date will incur a finance charge of three percent (3%) of the total order value and late payments unpaid more than ten (10) business days after the Payment Due Date will incur a finance charge of an additional five percent (5%) of the total order value. Seller may withhold fulfillment of Customer’s additional purchase orders until past due payments, including any finance charges, are paid in full. If Leaf Shave institutes any proceeding to enforce or any provision of this Agreement (including with respect to any non-payment of amounts owed hereunder), it shall be entitled to recover all court and other recovery costs, including but not limited to, reasonable attorney's fees regardless of whether or not such action is prosecuted to final judgment.

1.4.  Payment Methods. Customer may pay for Merchandise via check, mailed to the address set forth on Seller’s invoice or via credit card. For credit card payments, an additional 2.3% processing fee will be charged on top of the total order value. Checks returned due to insufficient funds will be considered fraud and subject the check writer to prosecution and fines. However, Leaf Shave understands that there may no criminal intent and in these circumstances in its discretion, Leaf Shave will only charge Customer a reimbursement for bank fees and other incurred costs.

2. Shipping. Customer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), customs clearance, VAT, taxes, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Shipping expenses shall be applied and invoiced on each order for Merchandise. Free domestic shipping within the United States will be available for orders greater than 200 units of Merchandise. Customer must notify Seller of any claimed shipping error or damage within five (5) days of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer's claim for incorrect or damaged shipments.
3. Returns. Within five (5) 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 to Seller within two (2) days of receiving the Merchandise. Returns will be credited to Customer’s account or replaced in Seller’s discretion.
4. Disclaimer; Limitation of Liability. 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 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, BUSINESS OR PROFITS OF CUSTOMER.
5. MAP/IMAP Policy. Merchandise is not to be listed for less than the amount that appears on the product information sheet provided  to Customer by Leaf Shave. If Leaf Shave finds that Merchandise has been listed for less than MAP/IMAP per Leaf Shave’s policy, Leaf Shave reserves the right to sever the wholesale relationship with Customer. In the event that Customer chooses to place the products ordered hereunder on special, short-term sale events, permission must be requested in writing via email from Leaf Shave and will typically be granted by Leaf Shave on a semiannual basis in Leaf Shave’s discretion.
6. Termination. Leaf Shave reserves the right to terminate Customer’s account for any reason at any time without notice or for any violation of this Agreement or in Leaf Shave’s sole discretion if Customer in any way diminishes or harms Leaf Shave’s brand, image or products because of the way Merchandise is sold, priced or represented.
7. Online Sales. Customer may offer Merchandise for sale on its website and agrees not to engage in, directly or indirectly, any sales of Merchandise on any auction, group buying and/or discount website such as eBay or Amazon or similar website. This includes listing against Leaf Shave ASINs on Amazon. In addition to its other rights and remedies as set forth in this Agreement or otherwise that Leaf Shave may have in the event of a violation of this Agreement, Customer authorizes Leaf Shave to retroactively charge Customer the difference between the wholesale price paid and the retail price plus applicable taxes, of all items of Merchandise purchased if it is determined that Customer is engaging in unauthorized online sales of Merchandise.
8. Notices. Leaf Shave may deliver notice to Customer via email, general notice on this website, or by other reliable means based on contact information provided by Customer.
9. Customer Representations. Customer represents its agreement to be bound by the terms and conditions set forth in this Agreement and that it will not misrepresent, intentionally or unintentionally, any information about Leaf Shave or the Merchandise.
10. Indemnification. Customer agrees to indemnify, defend and hold Leaf Shave and its officers, directors, employees, agents, representatives and suppliers harmless from and against all losses, expenses, damages and costs (including reasonable attorneys’ fees) form any violation of this Agreement or any activity related to Customer’s account (including negligent or wrongful conduct) by Customer or any person accessing Leaf Shave’s website using Customer’s wholesale account.
11. Changes to this Agreement. The terms and conditions set forth in this Agreement may not be altered, supplemented, or amended by the use of any Customer document(s). Any attempt by Customer to alter, supplement or amend this Agreement or to enter an order (or confirm an order) which is subject to additional or altered terms and conditions will be null and void, unless agreed to in a written agreement signed  by both Customer and Seller. Notwithstanding anything to the contrary in this Agreement, Leaf Shave reserves the right to amend this Agreement from time to time with such amendments to apply to all orders received on or after the posting of such amendments to Leaf Shave’s website.
12. Miscellaneous.

12.1.  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.

12.2.  Governing Law; Dispute Resolution. This Agreement shall be governed by Pennsylvania 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 Pittsburgh, Pennsylvania 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 Pittsburgh, Pennsylvania.

12.3.  Entire Agreement and Severability. This Agreement is the entire agreement between Customer and Leaf Shave with respect to purchase of Merchandise for resale hereunder and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Leaf Shave. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining terms of this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder

12.4.  Force Majeure. Leaf Shave shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Leaf Shave’s reasonable control.

12.5.  Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Leaf Shave’s prior written consent. Leaf Shave may assign, transfer or delegate any of its rights and obligations hereunder without consent.

12.6.  No Waiver. Leaf Shave’s  failure to enforce any part of these Terms of Service shall not constitute a waiver of Leaf Shave’s right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that Leaf Shave will waive compliance in the future. In order for any waiver of compliance with the terms of this Agreement to be binding, Leaf Shave must provide Customer with written notice of such waiver through one of Leaf Shave’s authorized representatives.

12.7.  Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.

EFFECTIVE DATE OF WHOLESALE AGREEMENT AND TERMS AND CONDITIONS OF SALE: March 10, 2022