Wholesale Terms and Conditions

  1. Definitions and interpretation

 

  • In this Agreement, the following words shall have the following meanings:

 

  • “This Agreement” shall mean these terms and conditions;

 

  • “Intellectual Property” shall mean any intellectual property, of whatever nature, owned or used by Positive Pants;

 

  • “Positive Pants” shall mean Meraki Botique (Pty) Ltd t/a Positive Pants;

 

  • “Third Party” means any party other than Positive Pants or You;

 

  • “You” shall mean the party whose details are listed in section 1 hereof;

 

  • Any words referring to one gender include all genders.

 

  • Reference to the singular shall import the plural and vice versa.

 

  • Headings are for convenience only and shall not impact the interpretation of this Agreement.

 

  1. Application

 

This Agreement applies to all transactions entered into between You and Positive Pants.

 

  1. Price

 

  • All prices will be contained in invoices which will be provided prior to confirmation of orders.

 

  • All prices for orders by South African entities or persons include VAT.

 

  • Orders purchased from outside of South Africa may be subject to additional charges, taxes or duties, for which You will be liable.

 

  • The Goods must be “on-sold” at or higher than the recommended retail price. In the event that Goods are bought at a discounted rate, the recommended retail price shall be reduced by the same factor as the discount received on those Goods for that order of Goods.

 

  1. Payment

 

  • Orders will only be confirmed upon receipt of 50% of the purchase price from You.

 

  • If the deposit is not paid, the order will not be confirmed.

 

  • Refunds will not be permitted once the deposit is paid as production takes place upon receipt of the deposit.

 

  • Orders will not be shipped until such time as the remaining 30% of the purchase price has been paid.

 

  1. Ownership

 

  • Ownership in and to the Goods shall not be transferred to You until such time as the full purchase price has been paid.

 

  • Ownership in and to the Goods shall remain vested in Positive Pants until such time as the full purchase price has been paid.

 

  1. Delivery and risk

 

  • Delivery shall only take place upon receipt of the full purchase price.

 

  • Risk in and to the Goods shall pass to You as soon as the Goods have been dispatched and/or delivered.

 

  • Liability to obtain insurance during transportation and/or carriage of the Goods shall be Yours.

 

  • For orders within South Africa, you have an option to arrange your own courier or request the assistance of Positive Pants. You will be responsible for the costs associated with delivery.

 

  1. Export/import requirements

 

  • You will be liable to ensure that any and all import/export requirements are met in respect of the Goods.

 

  • You will be liable for any and all charges, taxes, fees or duties associated with the import and/or export of the Goods.

 

  • Quotes prices do not include these charges, taxes, fees or duties associated with the import and/or export of the Goods.

 

  1. Samples and images

 

  • Positive Pants makes no guarantees in respect of the physical appearance of the Goods in relation to the images and samples provided.

 

  • The Goods may well differ from the images due to lighting and/or material usage etc.

 

  • Positive Pants will make its best efforts to ensure that the Goods conform as closely as possible to any samples and images but makes no guarantees in this regard.

 

  • You cannot and shall not hold Positive Pants liable for any differences in the Goods in comparison to any samples and/or images.

 

  • No refunds will be provided in respect of differences between samples and/or images and the Goods.

 

  1. Orders and cancellation

 

  • Positive Pants has the discretion to refuse any orders for any reason.

 

  • Once orders have been accepted by Positive Pants, they may not be cancelled.

 

  • Production in respect of any orders will only begin upon payment of the initial 70%.

 

  • Delivery in respect of any order will only begin upon payment of the final 30%.

 

  • After payment of the first 70%, Positive Pants will not accept any order cancellation.

 

  1. Limitation of liability

 

  • Positive Pants shall bear no liability towards You for any reason whatsoever arising out of the relationship between the Parties.

 

  • Positive Pants will do its utmost to ensure timely delivery by the selected delivery merchant but makes no guarantees in this regard.

 

  • Positive Pants shall not be liable for any delays in respect of delivery of any orders.

 

  • Positive Pants shall not be liable where You have altered, modified or otherwise changed the goods, failed to follow instructions in respect of the goods or have subjected the goods to any unusual treatment or handling or any treatment or handling which is not recommended by Positive Pants.

 

  • Positive Pants shall not be liable for any damages or losses arising out of, whether directly or indirectly, causes beyond the control of Positive Pants.

 

  • Regardless of the foregoing, the total liability of Positive Pants towards You shall not, at any point in time, exceed the value of the order in question to which the alleged damages or losses relate.

 

  1. Intellectual property

 

  • Positive Pants is the owner and/or lawful user of certain intellectual property which includes, but is in no way limited to, trade marks, copyright works, designs, patents, trade secrets, know-how and goodwill.

 

  • Positive Pants does not herein provide the Buyer any authority to make use of any of the intellectual property except as insofar as may be necessary and reasonable for the Buyer to sell the goods to its own buyers.

 

  • The Buyer will not attempt to register any of the intellectual property owned and/or lawfully used by Positive Pants and shall, if necessary, do all things necessary to assist Positive Pants in obtaining such registrations.

 

  • The Buyer will, at all times, seek consent from Positive Pants to make use of any of its intellectual property or that which it is lawfully using.

 

  • This Agreement does not grant to the Buyer any rights in or title to the intellectual property of Positive Pants whatsoever other than those specifically mentioned below.

 

  • You shall use the brand name and logo of Positive Pants when advertising the Goods supplied by Positive Pants for sale and when describing or naming the Goods anywhere.

 

  • In order to comply with clause 11.6, you are given the non-exclusive, non-transferable right to use the brand name and logo of Positive Pants for the purposes set out in clause 11.6, but for no other purposes whatsoever.

 

  • You must not use or permit the use of any of the intellectual property of Positive Pants in a way which would be detrimental to or inconsistent with the good name and reputation of Positive Pants.

 

  • All advertising content MUST be submitted to Positive Pants for approval before it is released and/or in any manner displayed to the public or in any way associated with Positive Pants. This applies to advertising material of any medium, including but not limited to print, electronic or broacdcast.

 

  • Positive Pants shall have the right to refuse to sell the Goods to or allow you to sell Goods to any person or organization which, in the opinion of Positive Pants, will cause harm to the image, reputation, good name or good will of Positive Pants or its Goods.

 

  • Positive Pants shall have the right to revoke any of the rights provided to you herein at any time, without reason or explanation.

 

  1. Confidentiality

 

Both parties shall treat all information received from the other as strictly confidential and shall not disclose any aspect of this Agreement with any person except as may be necessary in order to further this Agreement.

 

  1. Returns

 

Positive Pants allows returns for defective goods, provided that it can be shown that the goods were and/or are indeed defective and that no act on the part of the Buyer led to any failure in the goods. Positive Pants must be notified of any defects within 7 days of receipt thereof by you.

 

  1. Confidentiality

 

The Parties hereto agrees to keep confidential all information including, without limitation, the terms of this Agreement, terms of the MAP policy, business and financial information, product designs, customer and vendor lists; pricing and sales information concerning Positive Pants or you.

 

  1. Variation

 

The terms of this Agreement may only be amended by the joint mutual written consent of both parties.

 

  1. Completeness

 

This Agreement contains the whole agreement reached between the Parties and no further clauses, terms, provisions or any other matters shall be imported into this Agreement.

 

  1. Governing law

 

This Agreement shall be interpreted in accordance with the laws of the Republic of South Africa.

 

  1. Jurisdiction

The Parties agree to the jurisdiction of the Magistrates’ Court in respect of any litigious matter which may arise out of this Agreement.

  1. Severability

 

Should any competent body deem any provision or term of this Agreement to be unenforceable, that provision or term shall be severable from the whole, such that the remainder continues to operate with any necessary changes.

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