This agreement is between GIRLFRIEND FACTORY and Customer and its terms apply to all purchase orders placed by Customer.
1. The goods and materials purchased under this agreement and any subsequent purchase order are for resale only. Private label product can be sold by our company to anyone if not paid by customer. (sec #16)
2. This order may not be withdrawn by Buyer prior to cancellation date. It shall be a binding contract upon acceptance by Seller. Seller shall indicate acceptance by shipment of goods to Buyer, Buyer understands that certain styles and/or sizes may be unavailable. Buyer will accept all available styles and sizes.
3. This order is subject to approval of buyer's credit at the time of shipment by Seller and/or its factor. Seller or its factor may, at any time and from time to time, in its sole discretion limit or cancel credit of the Buyer as to time and amount, and as a consequence, may require anticipation or demand payment in cash for delivery of any unfilled portion of this order.
4. No goods or materials will be accepted for returns unless a written pre-authorized with a return Authorization (RA) is provided, for defective merchandise only. Exchanges or swaps are not permitted. RA# forms will have to be filled out with all requested information pertaining to the defective details. All non-defective returns are subject to handling and reconditioning fees as assessed by GIRLFRIEND FACTORY. If the goods are not determined to be defective, merchandise will be returned to Customer at Customer’s expense.
5. Prices on this order are based on present contracts for finished garments, yarns, fabric, and supplies, and on present labor costs, and should prices for any of these items be increased, the prices on this order will be subject to increase.
6. All orders taken are subject to delays or non-delivery caused by any reason beyond our control.
7. All claims must be made within five days of receipt of goods.
8. The acceptance of shipment by a common carrier or licensed public truckman shall constitute delivery.
9. This agreement is not for the benefit of any third party, and shall not be considered to grant any right or remedy to any third party. If any provision of this agreement is held to be unlawful the remaining provisions shall remain in full force and effect. All orders will be submitted to our factor. If the Customer order is unapproved, Customer agrees to pay either by credit card or wire transfer. If Customer is approved for the net 30 terms by factor, the credit card on file will not be charged.
10. The validity, construction, and performance of this agreement is and shall be governed by the laws of the State of California. The forum for the resolution of any dispute related to this agreement, whether in tort, contract, or in equity, are based upon federal or state statute or regulation, shall be Los Angeles, California.
11. This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements between the parties concerning its subject matter. This agreement is intended as the final, complete, and exclusive statement of the terms between the parties.
12. No waiver, amendment, or modification of this agreement by Buyer shall be effective unless in writing or signed by Seller. No failure or delay by Seller in exercising any right, power, or remedy shall operate as a waiver of the right, power, or remedy. No waiver of any term, condition, pr default of this agreement by Seller shall be construed as a waiver of any other term, condition, or default. All signed orders are final and cannot be modified or cancelled after 7 business day of the order date. All orders cancelled after 7 business days will be subject to a charge of 50% of the total order amount.
13. This agreement is deemed to be drafted jointly by both parties and is the complete agreement, No other agreement exists between the parties unless signed and agreed to in writing by both parties.
14. Both parties acknowledge that failure of Seller to perform will cause buyer to incur costs not contemplated by this agreement and that the exact amount of such costs are extremely difficult and impracticable to fix. Seller shall therefore not be liable for any consequential damages whatsoever.
15. All shipments are made at Buyer's risk. No returns are accepted without Seller's written authorization. Seller will not issue credit for any allowances, deductions or materials returned unless buyer obtains Seller's written consent of same within 15 days of receipt of goods. Terms are F.O.B. shipping point, and title passes to the Buyer upon shipment to the Buyer or the carrier.
16. Any product produced on your label will be our property until full payment, in case customer cannot fulfill our conditions, especially payments. We will own the right to sell these goods with your label to anyone with full acceptance from you.
17. Completion Date means date when goods are shipped from Seller's warehouse and not an In-Store date.
18. C.O.D. POLICY
A. All shipments must be paid by carriers or certified check.
B. If a shipment is refused, the order will be considered cancelled and the deposit will not be refunded.
C. Due to processing, Seller will be allowed to ship 30 days after completion date. Your store will be contacted before any shipment is made, if you do not respond to our initial call (with an approval) within 7 days, your order will be cancelled and will not refunded. Customer must complete at the time of the first order the credit card charge authorization form and provide a valid credit card number. The credit card and expiration date must remain valid until the order completion date. The credit card will be charged the order amount plus freight cost at the time of shipping. All orders will be submitted to our factor. If the Customer order is unapproved, Customer agrees to pay either by credit card or wire transfer. If Customer is approved for the net 30 terms by factor, the credit card on file will not be charged. No goods or materials will be accepted for returns unless a written pre-authorized with a return Authorization (RA) is provided, for defective merchandise only. Exchanges or swaps are not permitted. RA# forms will have to be filled out. Customer will pay all expenses, including reasonable attorney’s fees by GIRLFRIEND FACTORY in the enforcement of this agreement and the collection of any charges due hereunder.