Wholesale Account Terms and Conditions
These Wholesale Account Terms and Conditions ("Terms and Conditions") apply to the purchase of Alaffia® products at wholesale prices from Agbanga Karite LLC, doing business as Alaffia ("Alaffia"), and to the distribution and resale of Alaffia® products by our authorized distributors and retailers (each, a "Retailer" or "you"). By purchasing Alaffia® products at wholesale prices from Alaffia or by distributing or reselling Alaffia® products to end consumers, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions or if you fail to comply with these Terms and Conditions, Alaffia may, in our sole discretion and without assuming any liability, immediately cancel all of your outstanding orders (if any), terminate your Alaffia wholesale account, and stop supplying Alaffia® products to you, in addition to all other remedies available to Alaffia at law or in equity.
- You will not act as a wholesale agent.
- You will not (a) appoint any subdistributors or (b) sell or transfer any Alaffia® products to any end consumer or other third party for the purpose of reselling, or that intends to resell, such Alaffia® products.
- You acknowledge that you have been informed of and understand Alaffia's Minimum Advertised Pricing Policy ("MAP Policy"). Our MAP Policy applies to the advertisement of Alaffia® products by Retailers to end consumers in the UnitedStates. There is no agreement, express or implied, between you and Alaffia with respect to the advertised or resalepricing of Alaffia® products or with respect to our MAP Policy.
- Alaffia maintains a list of suggested resale prices for Alaffia® products ("Alaffia Price List"), which may be found at www.Alaffia.com. All prices set forth in the Alaffia Price List are in U.S. dollars, and applicable taxes, duties, shipping and other charges, if any, are additional. Although Alaffia maintains the Alaffia Price List, Alaffia does not require you to sell Alaffia® products to end consumers at any particular price. Alaffia may at any time, in our sole discretion and without advanced notice to you, discontinue the production, sale or distribution of any Alaffia® products or change the Alaffia® products available for purchase under these Terms and Conditions.
- You will keep and maintain complete and accurate records of your inventory of Alaffia® products and your resale or other distribution of Alaffia® products. Upon Alaffia's reasonable request, you will promptly provide Alaffia with such records and with such additional records, reports, forecasts and information regarding your activities related to these
Terms and Conditions
- You will conduct your business and activities in such a manner so as to promote a good image and good public relations for Alaffia® products and for Alaffia. Without limiting the generality of the foregoing, you will not: (a) engage in any unfair or deceptive trade practice or any illegal conduct involving any Alaffia® products; (b) make any false, misleading or disparaging representations or statements with regard to any Alaffia® products or to Alaffia; or (c) participate in any promotion, marketing or sale of any imitation of any Alaffia® products.
- You will comply with all applicable laws, rules and regulations in promoting, advertising, marketing and reselling Alaffia® products pursuant to, and in performing your obligations under, these Terms and Conditions.
- You may not assign these Terms and Conditions or any of your rights or obligations under these Terms and Conditions without the prior written consent of Alaffia. Any attempted assignment in violation of the foregoing restriction is void.
- These Terms and Conditions are governed by and interpreted in accordance with the laws of the State of Washington, U.S.A., without regard to conflicts of law provisions.
Authorized Retail Channels
- Your promotion, advertising, marketing and resale of Alaffia® products is restricted to your authorized sales locations (e.g., your physical retail store location(s) and/or online store) that are approved by Alaffia, in our sole discretion. You may not promote, advertise, market or resell any Alaffia® products through any channels other than through your authorized sales locations without express prior written authorization from Alaffia.
- All new physical authorized sales locations are subject to all standard opening order terms.
- All online promotions, advertising, marketing and reselling of Alaffia® products by you are limited to the promotion,
- advertising, marketing and reselling of such products through your online authorized sales locations.
- You may not promote, advertise, market or resell any Alaffia® products on any online marketplaces, including, but not
- limited to:
- You have no rights to use any logos, trademarks, service marks, trade names, trade dress, copyrighted material or other intellectual property rights or identifiers of Alaffia (collectively, the "Alaffia Marks"), except as expressly authorized in writing in advance by Alaffia. Alaffia reserves all of its rights in and to the Alaffia Marks. You will not adopt any logo, trademark, service mark, trade name, trade dress or other identifier that is the same or confusingly similar to any of the Alaffia Marks.
- If Alaffia expressly authorizes you in writing to use any Alaffia Marks, you will comply with all policies, guidelines and instructions that may be established from time to time by Alaffia regarding the use of the Alaffia Marks and will display all Alaffia Marks in accordance with such policies, guidelines and instructions. All goodwill arising out of any use of Alaffia Marks will inure solely to the benefit of Alaffia.
- Alaffia will provide you with all approved images and creative copy that you may use in connection with your promotion, advertising, marketing and resale of Alaffia® products on a quarterly basis, including for seasonal Alaffia® products.
- You may not use any images or creative copy you create in connection with your promotion, advertising, marketing or resale of Alaffia® products, without the express prior written approval of Alaffia. If you would like to request approval for your use of images or creative copy you create in connection with your promotion, advertising, marketing or resale of Alaffia® products, you must send a written request that includes the images and creative copy that you wish to use to Ruby Stone via email at ruby.stone@Alaffia.com.
Ordering and Payment Policy
- Every order submitted by you to Alaffia for Alaffia® products must specify the quantity of each type of Alaffia® product ordered and a delivery location. All orders are subject to acceptance by Alaffia, in whole or in part, either in writing or by shipping the Alaffia® products purchased under such order.
- Your order and purchase of Alaffia® products will be subject to, and governed by, these Terms and Conditions.
- The purchase price of any Alaffia® products purchased by you under these Terms and Conditions will be as determined by Alaffia in the Alaffia Price List. Alaffia, in its sole discretion, may change the purchase price of any Alaffia® products from time to time and in our sole discretion, which change will be effective immediately upon the provision of an updated Alaffia Price List to you; provided, that no such price change will apply to any order submitted by you prior to the date on which you are provided the updated Alaffia Price List. All prices set forth in the Alaffia Price List are in U.S. dollars and do not include any applicable taxes, duties, shipping or other charges, which are your responsibility.
- Unless your order qualifies for free shipping by Alaffia pursuant to these Terms and Conditions, you are responsible for all shipping costs associated with your purchase of Alaffia® products under these Terms and Conditions. Title to purchased Alaffia® products is transferred to you upon pick up by the carrier, the point at which Alaffia is deemed to have delivered. You are responsible for all risks of loss or damage to such Alaffia® products from pick up by the carrier to arrival at your delivery location as well as any claims against the carrier arising from or relating to the shipment.
- You must inspect all Alaffia® products delivered to you upon your receipt of the applicable shipment for damage or other issues. All Alaffia® products delivered to you will be deemed accepted within seven (7) days of your receipt of the applicable shipment unless you contact Alaffia in writing of your intent to return any such products due to damaged, faulty or mis-shipped products or other issues prior to the end of such seven (7) day period. If you fail to contact Alaffia within such seven (7) day period, Alaffia may refuse your return, in our sole discretion.
- By submitting an order for Alaffia® products to Alaffia, you to agree to remit payment for such order within the terms agreed upon. Standard payment terms are net 30 days.
Case Packs and Minimum Orders
- Alaffia will no longer be shipping "eaches" of any Alaffia® products. You must order all Alaffia® products pursuant to these Terms and Conditions in case packs.
- Case Pack Size – Please see the list attached as Exhibit A to these Terms and Conditions for applicable case pack sizing.
- Minimum Order for Free Shipping – 1. For free shipping to the lower 48 U.S. States, including to a freight forwarder with an address located in the lower 48 U.S. States: $300 minimum order value (after applicable discounts). 2. For free shipping to Alaska or Hawaii: $600 minimum order value (after applicable discounts). 3. Retailer is responsible for paying all shipping fees for orders with an order value of less than $300 (after applicable discounts).
- Shelf Testers – Alaffia no longer fulfills order requests for shelf testers. Retailers in need of shelf testers may either request shelf testers from their Alaffia Sales Representative or pull product from the shelf and submit a credit request to credit@Alaffia.com.
- Lead time: standard lead time are five (5) days to retailers, ten (10) days to distributors.
- Shelf life: Alaffia strives to ship goods that have a minimum of 12 months of shelf life
- You understand that Alaffia does not accept returns on any Alaffia® products that are not damaged or faulty unless such returns are pre-approved by Alaffia.
- To the extent Alaffia approves the return of undamaged and saleable Alaffia® products, you must pack such returns carefully so that the products returned to Alaffia are delivered in re-saleable condition. Failure to do so may result in a 25% restocking fee, in our sole discretion.
- Subject to approval by Alaffia and completion of training by exclusive Retailers, Alaffia may list its exclusive Retailers on Alaffia.com. Any such listings will include: store name, address, phone, and website (if a Retailer has an online authorized sales location approved by Alaffia).
Any questions regarding these Terms and Conditions should be directed to your Alaffia Sales Manager. Thank you for your continued support!
ALAFFIA MINIMUM ADVERTISED PRICING POLICY
- Scope. This MAP Policy applies only to advertised prices and advertised discounts that occur outside of a Retailer's authorized sales locations in any form of print, electronic or broadcast media, such as flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, websites, television, radio, and public signage. This MAP Policy does not apply to in-store signage or displays within a Retailer's authorized sales locations where end consumers can buy and take immediate delivery of Alaffia® products.
- Resale Prices. This MAP Policy does not apply to the price at which Alaffia® products are actually sold by Retailers online or at Retailers' authorized sales locations. Retailers are free to determine and set the resale prices of the Alaffia® products they sell to end consumers. Although Alaffia will continue to suggest resale prices in the applicable product price list for Alaffia® products (the "Alaffia Price List"), Alaffia does not require its Retailers to sell Alaffia® products to end consumers at any particular price.
- Minimum Advertised Price. In accordance with this MAP Policy, Retailers may advertise Alaffia® products at or above the suggested resale prices set forth in the Alaffia Price List ("Minimum Advertised Price"). Alaffia reserves the right from time to time to alter or modify the Minimum Advertised Price for Alaffia® products and will provide Retailers with notice of any such change.
- Maximum Advertised Discounts. From time to time, and in accordance with this MAP Policy, Retailers may advertise Alaffia® products at a discount of up to, but no more than, twenty percent (20%) off ("Maximum Advertised Discount"). All advertised discounts of Alaffia® products must be approved in advance by Alaffia. If a Retailer wishes to advertise Alaffia® products at a discount, the Retailer must submit a request for an advertised discount to Alaffia at least four (4) weeks in advance of the proposed promotion. Unless otherwise specified by Alaffia, any approval by Alaffia of a request for an advertised discount will be an approval for the Retailer to advertise Alaffia® products at an advertised discount up to the Maximum Advertised Discount, which advertised discount will be determined by the Retailer in its sole discretion. Alaffia reserves the right from time to time to alter or modify the Maximum Advertised Discount for Alaffia® products and will provide Retailers with notice of any such change.
- Unilateral Policy. Alaffia does not ask for, nor will it accept, any assurance of compliance or agreement from its Retailers regarding this MAP Policy, nor will Alaffia discuss any conditions of acceptance related to this MAP Policy. This MAP Policy is non-negotiable and will not be altered, modified, or amended for any Retailer. No director, officer, employee, representative, or other agent of Alaffia is authorized to ask for or accept any assurance of compliance or agreement from Retailers, to discuss with Retailers any conditions of acceptance regarding this MAP Policy, or to modify or grant exceptions to this MAP Policy. Retailers will not impute any such unauthorized action onto Alaffia and, in the event of any such unauthorized action, will promptly notify Alaffia by sending an email to mappolicy@Alaffia.com. Notwithstanding anything to the contrary which may be expressed or implied in or by any agreement between Alaffia and an applicable Retailer, nothing in any such agreement will constitute an agreement by the applicable Retailer to comply with this MAP Policy. Alaffia is not seeking agreement from any Retailer to adhere to this MAP Policy. It is entirely within the discretion of each Retailer whether to comply or not to comply with this MAP Policy.
MAP Policy Violations. Alaffia may monitor compliance with this MAP Policy, either directly or via the use of a third-party service provider. Alaffia will be solely responsible for determining whether a violation of this MAP Policy has occurred and communicating any consequences to the applicable Retailer. If Alaffia determines that a Retailer may have violated this MAP Policy, Alaffia may, without assuming any liability and in its sole discretion, immediately cancel all orders and stop supplying Alaffia® products to the Retailer. The following practices by a Retailer will constitute a violation of this MAP Policy:
The following practices by a Retailer will constitute a violation of this MAP Policy:
- Bundling two or more Alaffia® products for an advertised price that is lower than the combined Minimum Advertised Price of each Alaffia® product included in the bundle.
Bundling one or more Alaffia® products with one or more non-Alaffia® products for an advertised price that is lower than the combined price of the Minimum Advertised Price of each Alaffia® product included in the bundle and the full retail price of each non- Alaffia® product in the bundle.
Using language or graphic representations that imply, or from which an end consumer could infer, that an end consumer can click to see a price for an Alaffia® product, when the revealed price is less than the Minimum Advertised Price of the Alaffia® product. Such language includes statements such as "call for price," "see price in cart," "click to see price," "why we do not show a price?" or "add to cart for best price." An example of a graphic representation that implies that an end consumer can click to see a price includes the image of a price that is struck through.
The following practices will not constitute a violation of this MAP Policy:
Bundling an Alaffia® product with any other Alaffia® product not listed in the Alaffia Price List for an advertised price that is at least the Minimum Advertised Price for the Alaffia® product listed in the Alaffia Price List.
Offering free shipping for Alaffia® products purchased by an end consumer.
Matching the price of any promotion pricing or bundles on Alaffia® products announced by Alaffia.
- Additional Terms and Conditions. This MAP Policy may be modified, extended, suspended, discontinued or rescinded, in whole or in part, by Alaffia at any time. Any such action will be effective immediately or as otherwise described by Alaffia. Interpretation or enforcement of this MAP Policy is not open for discussion or debate as Alaffia's view will control. Alaffia will apply this MAP Policy in a non-discriminatory and even-handed manner. Any actions taken, or not taken, by Alaffia will be and will remain its own independent decision.
Inquiries. Any questions regarding this MAP Policy should be directed to Alaffia by contacting us via email at mappolicy@Alaffia.com.
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCT WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP.
WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE DURATION OF THIS EXPRESS LIMITED WARRANTY.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
OUR RESPONSIBILITY FOR DEFECTIVE GOODS IS LIMITED TO A Replacement of the product or a credit to purchase a new product.
WHO MAY USE THIS WARRANTY?
This limited warranty is offered by Agbanga Karite LLC (the “Company”) and its Authorized Resellers and is extended only to the consumer who originally purchased the product (“you”). It does not extend to any subsequent owner or other transferee of the product, and this warranty cannot be offered by any unauthorized seller of the product.
WHAT DOES THIS WARRANTY COVER?
This limited warranty covers defects in materials and workmanship of the all company products (each a “Product”) for the Warranty Period as defined below.
WHAT DOES THIS WARRANTY NOT COVER?
This limited warranty does not cover any damage due to: (a) transportation; (b) storage; (c) improper use; (d) failure to follow the product instructions or to perform any preventive maintenance; (e) modifications; (f) unauthorized repair; (g) normal wear and tear; or (h) external causes such as accidents, abuse, or other actions or events beyond our reasonable control.
WHAT IS THE PERIOD OF COVERAGE?
This limited warranty starts on the date of your purchase and lasts for one year (the “Warranty Period”). We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.
WHAT ARE YOUR REMEDIES UNDER THIS WARRANTY?
With respect to any defective Product during the Warranty Period, we will, in our sole discretion: (a) replace such Product free of charge or (b) provide a coupon to use to purchase a replacement product. We will also pay for shipping and handling fees to return the repaired or replacement product to you if we elect to repair or replace the defective product.
HOW DO YOU OBTAIN WARRANTY SERVICE?
To obtain warranty service, you may contact the Company in writing during the Warranty Period and explain the defect in the Product. The Company will remedy any defects in the Product in accordance with this limited warranty.
LIMITATION OF LIABILITY
THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT, NOR SHALL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.