1. Sales Orders
Filled sales orders (evidenced by a Kindness Culture invoice) are separate agreements for sales of Kindness Culture products, incorporating Kindness Culture’s terms and conditions for wholesale buyers. No provision, term, or condition placed on buyer’s order which may differ from or conflict Kindness Culture’s terms & conditions for wholesale buyers shall be binding on Kindness Culture or the filled sales order.
2. No Agency or Employment Agreement
Wholesale buyers shall not be considered agents or employees of Kindness Culture and shall not be authorized to make any representation, warranty, or agreement on behalf of Kindness Culture, or bind Kindness Culture in any way.
3. Product Characteristics & Use
Kindness Culture’s products are derived through the processing of materials; variations in materials or in processing methods may cause slight variations in composition, color, weight, and/or other properties. Kindness Culture is not responsible for such variations between products delivered and any sample, prior product delivery, or description furnished to buyer. Any information, suggestion, or description given for Kindness Culture products is deemed reliable. Buyer understands, however, such information is not to be regarded as complete; it is buyer’s responsibility to determine suitability for buyer’s purposes; and it is buyer’s responsibility to become familiar with and comply with health & safety precautions for the products (including packaging) and Kindness Culture will not be responsible for the effects of any failure to strictly abide by any health and/or safety precautions.
4. Taxes & Price Adjustments
Prices applicable to Kindness Culture products do not include the following, all of which shall be for the account of buyer:
(1) taxes which Kindness Culture may be required to payor collect under the laws of any jurisdiction upon, or with respect to, the collection, preparation, packaging, purchase, export, import, sale, transportation, delivery, storage, use or handing of the products;
(2) tariffs & custom duties, unless the delivery term expressly contemplates Kindness Culture will bear such cost; and/or
(3) special packaging & handling and freight charges beyond delivery point. If any taxes, duties, or exactions (however designated) are hereinafter imposed or increased by any governmental agency on, or measured in terms of, the collection, preparation, packaging, purchase, sale, transportation, delivery, use or handling of the products, for the payment or collection of which Kindness Culture is responsible, such taxes, duties,, delivery, use or exactions will, to the extent permitted by law, be billed to buyer or added to the price of the products to which they apply. Prices applicable to Kindness Culture products include standard packaging only. Kindness Culture reserves the right to change product packaging (in its sole discretion and/or at customer’s request) and adjust the product pricing accordingly. Kindness Culture reserves the right to change the price of its products at any time without prior notice.
5. Resale Restrictions
Wholesale buyers (distributors & direct customers) may not engage in sales or resales of Kindness Culture products on third-party websites (including, but not limited to, Amazon, Ebay, Jet, Etsy, Alibaba, Mercado Libre, or Tmall); may not export Kindness Culture products; and may not sell or deliver Kindness Culture product beyond any licensed territory. Repackaging, rebranding, or alteration of Kindness Culture product, container and/or packaging is prohibited.
6. Kindness Culture Marks
The Kindness Culture marks uniquely identify the company and its high-quality products. Wholesale buyers may not use the Kindness Culture marks other than as may be licensed by separate agreement. The Kindness Culture marks may not be incorporated (whether in whole or in part) in any URL, domain name, web address, or other similar network-based signifier without prior written permission from Kindness Culture.
7. Confidential Information
Wholesale buyers may, as part of an ongoing business relationship with Kindness Culture, receive sensitive, confidential, protected information not within the realm of public information, documentation, and/or records produced by and/or concerning Kindness Culture (including, without limitation, intellectual property, work product, product composition, business records, proposed services/pricing, designs, concepts, ideas, methods, techniques, processes, samples, trade secrets, materials, marketing information, costs, prices, customers, suppliers, research, development, specifications, formulae, computer programs, business opportunities, personnel, memoranda, photographs, electronic communications, notes, and/or legal documents). Such confidential information shall be deemed of a proprietary and/or confidential nature to Kindness Culture and shall at all times remain the property of Kindness Culture. Wholesale buyers (including any and all officers, directors, members, managers, employees, and/or agents thereof) shall maintain and protect such confidential information in highest confidence and shall not make any disclosure of confidential information without Kindness Culture prior written consent.
8. Payment & Installments
Payment will be due to Kindness Culture as set forth on the invoice statement. Unless otherwise specified, payment will be due, without discount, 30 days from invoice date. If payment by buyer is permitted to be made at any time after delivery, the following terms shall apply: (1) invoices unpaid after the due date will bear interest at the rate of 1.5% (or 1/12th of the maximum annual amount allowed by law) per month from due date until paid. Anytime buyer’s financial responsibility becomes unsatisfactory to Kindness Culture, in Kindness Culture sole opinion, any credit terms extended to buyer may be changed or withdrawn by Kindness Culture before making delivery to buyer. Each delivery made to the buyer by Kindness Culture shall be considered a separate installment.
9. Returns & Claims
Product returns are subject to the terms & conditions for wholesale buyer accounts and the sales invoice (found at the bottom of each invoice), and must receive prior approval. Credit will not be given for products: (1) sold more than 30 days prior; (2) mixed or blended, including with other Kindness Culture products; (3) contaminated with extraneous matter; (4) repackaged or removed from original container; (5) returned without prior approval and/or a return authorization number issued by Kindness Culture; (6) determined by Kindness Culture to be compliant with the order and/or wholesale buyer specification; or (7) manufactured exclusively for a single customer or wholesale buyer. All claims for shortages or damaged / non-conforming product will be barred unless made in writing to Kindness Culture within seven (7) calendar days of delivery. Kindness Culture, in its sole discretion, may authorize return or replacement as the only available remedy to buyer for such short, damaged, and/or non-conforming product. Processed orders cannot be canceled. (8) Kindness Culture, in its sole discretion, may charge a 20% restocking fee for returned products.
10. Warranties & Disclaimers
Subject to above paragraph 3, Kindness Culture warrants that its products conform to the descriptions under which they are sold. Kindness Culture shall not be liable for any defect, non-conformity, damage, loss or injury caused by improper handling, storage, misuse, damage, accident, or weather condition after delivery. Except as otherwise stated in this paragraph, Kindness Culture disclaims and makes no warranty of merchantability or fitness for any particular purpose whatsoever with respect to the goods being sold. There are no implied warranties given.
11. Delivery, Title, & Loss Risk
Regardless of agreed delivery time, place and manner, Seller reserves the right to select the carrier and routing, and to make delivery in installments without default or breach of any agreement between Kindness Culture and buyer or relieving buyer of any obligation to accept and pay for product delivered by installment or by future installment. Buyer shall take title at time order is filled and bear risk of loss after order fulfillment.
12. Governing Law & Venue
All agreements between Kindness Culture and wholesale buyer shall be governed by Florida law, with exclusive venue in Orange County, Florida (without regard for conflict of laws or UN Convention on Contracts for International Sales of Goods). All controversies and claims shall be settled by single-arbitrator AAA arbitration in Orange County, Florida and judgments entered may be domesticated and enforced.
The terms & conditions set forth herein for wholesale buyers (as may be amended from time-to-time by Kindness Culture), any distributor agreement that may be separately entered into between Kindness Culture and wholesale buyer, and any terms and conditions as set forth on any invoice issued by Kindness Culture constitute the entire fully-integrated agreement between the parties; there are no other agreements or understandings (written or verbal) that alter the parties’ agreement; and, no amendment, modification, or alteration shall be enforceable unless in writing executed by the parties. No wholesale buyer account or any part of the parties’ agreement may be assigned by a wholesale buyer without prior written consent given by Kindness Culture. Kindness Culture may close wholesale buyer accounts at any time and without cause when it deems such action appropriate and or necessary in its sole discretion. Kindness Culture shall not be liable for failure to perform any part of the parties’ agreement (including delivery delays, failure to deliver orders) as a result of causes beyond Kindness Culture reasonable control (force majeure—including, but not limited to, acts of God, weather-related events, political events whether foreign or domestic, regulations, labor difficulties, machinery breakdowns, transportation, or material sources).