The following Terms and Conditions shall apply to all sales to wholesale customers of Meri Meri, Inc. and shall be deemed a part of any sale and all invoices between Meri Meri and each Customer. By placing an order for Meri Meri products, each customer adopts and ratifies these terms as part of the sales contract, regardless of actual execution. A complete copy of these Terms and Conditions are available on the Meri Meri website and can be requested at any time.
Products. Unless different terms are provided in a separate and specific licensing or distribution agreement, the products subject to these terms are any and all products as designated and described in Meri Meri’s catalogues and Websites (hereafter “Products”). All Products shall conform to the depictions and descriptions in Meri Meri’s online and printed catalogues, (the Catalogues”) provided that actual colors of delivered Products may deviate slightly from photographic depictions in the catalogues. All Product dimensions are stated as Width x Height x Depth. Any and all other warranties, express or implied, generally or suitability for Customer’s purposes, are expressly disclaimed.
These terms apply to wholesale customers (“Customers”) with a store front or internet presence, selling to end user retail customers. Meri Meri and Buyers shall be deemed “merchants” and all sales shall be deemed sales between merchants. No Products sold under these Terms and Conditions are deemed for personal, household or family use.
Pricing and Financial Terms.
The per Unit price of each Product are as specified in the Catalogue. All prices are before addition of any applicable VAT/Sales Tax and shipping charges. All prices are subject to change from time-to-time and without advance notice to Customers. Sales Tax/VAT will be added to the invoice where required unless a valid exemption certificate is provided in advance by the Customer. No refunds of sales tax can be made after shipment.
Minimum Order Requirements. All orders are subject to the following minimum order requirements:
Under Minimum Fee
Carriage Paid Minimum
Back Order Minimum
US & Canada
All Other Zones
All backorders below the back-order minimum above will automatically be cancelled. Incomplete orders or orders pending payment information will be cancelled after 30 days. All backorders will ship when available unless the Customer’s order states no back orders
Payment Terms. All new accounts must be prepaid in full before shipment, including shipping VAT and/or Sales tax. After six months and sales in excess of $1,500USD to one Customer location, a Customer may apply for buying/shipment on terms, subject to Credit Manager approval. All first-time orders may be subject to approval with respect to existing distributors’ territories and may in such case, be redirected to comply with existing distribution contracts.
Credit Terms. Customer may apply for buying/shipment on terms, subject to Credit Manager approval which decision is final. All credit terms are subject to payment by the required payment date on the invoice issued, and may be held pending payment. Customers with past due invoices may have orders held until the account is brought current. A 1.5% monthly service charge may be imposed on all past due invoices until paid in full. Credit terms may be revoked by Meri Meri at any time for non-payment, late payment or other breaches of terms. Any credit account without orders for 12 consecutive months or more may be subject to Meri Meri requiring a new application for credit terms.
Collection. On prepaid orders, or orders paid for by credit card or other electronic funds transfer, Meri Meri will process and collect payment at the time of shipping. By providing the relevant credentials for processing payment, the Customer thereby authorises Meri Meri to process and collect such payment from the facility provided.
Shipping, Delivery and Risk of Loss
Shipping Arrangements. All shipping, transport and insurance charges shall be added to and due under each invoice. Orders shall be shipped according to the following terms:
In the United States and Canada, all orders will be shipped FOB, Reno, Reno Nevada, with shipping charges added to each invoice/order. Meri-Meri will make reasonable efforts to ship all in-stock items within five business days of payment of non-credit orders, and within five business of approval of orders on terms, but does not guarantee shipping within such time parameters. Unless the Customer designates a different carrier, all shipments will be made by Federal Express.
In the United Kingdom/EU, all orders shall be shipped FOB Corsham, England. Meri-Meri will make reasonable efforts to ship all in-stock items within five business days of payment of non-credit orders, and within five business of approval of orders on terms, but does not guarantee shipping within such time parameters. Unless the Customer designates a different carrier, all shipments will be made by DX or DHL.
Delivery and Risk of Loss. Delivery of an order shall be deemed complete when the Products are delivered to Customer’s carrier. Title and risk of loss or casualty passes to the Customer upon delivery to the carrier for delivery to the Customer.
Meri Meri warrants its Products to conform to the descriptions and depictions in the Catalogues. Customer agrees that it has a duty to inspect any shipment of Products upon delivery, but in no event later that the time set forth herein. Should any Product be delivered to Customer that was damaged or defective at time of shipping, Meri Meri will provide replacement Products if (a) the damage/defect is reported to Meri Meri in writing within five business days of delivery to Customers with images of such damage/defect; and (b) a return authorization is issued by Meri Meri. Meri Meri shall not be obligated to accept returns of Products under any other circumstances; provided that in its sole and absolute discretion, Meri Meri may accept returns of conforming Products if Customer pays all costs of shipping and handling, plus a 15% restocking fee.
No Resale. Products ordered by Customers under these terms and Conditions are for resale to retail customers only, and not for the purpose of selling to other retailers. Customers agree and understand that Meri Meri engages in sales direct to Customer’s end users/retail customers in its stores or through internet advertising of its store. Under no conditions may the customer advertise or sell the Products on www.ebay.com, www.amazon.com, www.etsy.com, www.walmart.com, or any other third-party transacting website.
Intellectual Property Rights. Meri Meri grants Customer a non-transferable, revocable and non-exclusive license to include images of Meri Meri in its advertising and promotional publications for Customer’s business or other retail venue. Internet sales of Meri Meri Products and website depictions featuring Meri Meri’s name, logo, trademarks, or other copyrightable material must be approved in advance by Meri Meri through a separate review process. Under no circumstances, may Customer engage in advertising on any internet search engine or platform (Google, Yahoo, Bing, Ask, etc.) using keywords containing or confusingly similar to Meri Meri ‘trademarks, trade names or other trade rights. Except as set forth herein, Meri Meri specifically reserves all intellectual property rights in its Products, designs, images, and promotional materials.
Limitation of Liability and Damages. Meri Meri’s total liability for sales and transactions with Customers, including any and all legal expenses, for any alleged breach of these Terms and Conditions or any other claim for non-conformance with any national, state, local or common law, including any laws applicable to trade regulation, warranty, contracts, or product safety, under any jurisdiction, shall not exceed the contracted price for the sale of Products under which such claim is alleged to have arisen. Under no circumstances shall Meri Meri be liable for any special, incidental or consequential damages for any act or omission from breach of these Terms and Conditions or arising from or in connection with the sale of Products to Customers; or any other cause whatsoever.
Applicable Laws; Actions. In any action between a Customer in the United States and Meri Meri, such action shall be governed by the laws of California, and be brought in the state or federal courts of California, without reference wo conflicts of law rules. In any action between a Customer in the United Kingdom, or the EU, and Meri Meri such action shall be governed by the laws of England and be within the exclusive jurisdiction of the English Courts.
Interpretation. If any of these terms and conditions or any part hereof shall be held rendered void or unenforceable by any legislation to which it is subject it shall be void or unenforceable to that extent and no further; and or be interpreted so as to conform to such applicable laws.
General. No modifications and additions to, or waivers of these terms shall be binding on Meri Meri unless such is executed in writing by an authorized officer of Meri Meri and the Customer. Meri Meri reserves the right to amend these Terms and Conditions at any time, and any such changes shall be deemed to operate prospectively to any ongoing dealings between Meri Meri and Customer. The waiver or failure to invoke or enforce these Terms and Conditions in one or more instances, shall not constitute an ongoing or future waiver of any of these Terms and Conditions; and notwithstanding any past acts or practices or course of dealing.
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