All sales by Kadyluxe to dealers are exclusively governed by and subject to the term and conditions contained herein. Terms or conditions proposed by dealer which add to, vary from, or conﬂict with this agreement are expressly rejected and can only be made effective in a written document signed and dated by an executive officer of Kadyluxe speciﬁcally referencing this agreement and the order from to which they relate.
Nothing in this agreement obligates Kadyluxe to sell any products (herein after “Products”) to Dealer for any period of time; or restricts Kadyluxe from selling any products to any third party regardless of their proximity.
2. Dealer may not:
a) Sell Kadyluxe Products other than to consumers at retail through Dealer’s authorized outlets and may not divert or sell Kadyluxe Products to an entity or person that Dealer knows or should know has the intention of reselling such Kadyluxe products;
b) Sell or assist in any sale of Kadyluxe products in any swap meet, flea market, or other similar type of environment;
c) Sell Kadyluxe products through mail order, catalogs, online auction websites, or otherwise on or through the internet, except as specifically authorized in writing by Kadyluxe:
d) Sell Kadyluxe products on Dealer’s website without formal approval by Kadyluxe management.
e) Sell Kadyluxe product to any reseller including Amazon without formal approval by Kadyluxe management.
f) Use or duplicate the trademarks, copyrights, or logos of Kadyluxe or than with materials provided by or authorized by Kadyluxe;
g) Sell or display any imitation Kadyluxe products.
3. Dealer agrees:
a) Not to promote Kadyluxe Products in any manner that reflects negatively
b) To abide by MAP Policy agreement provide as separate agreement.
c) An acceptable presentation of Kadyluxe must be maintained at all times.
d) To a minimum opening order as suggested by Kadyluxe sales rep.
e) To submit pre-book orders on-time for future seasons business to support Kadyluxe's planning process and help fulfill consumer and dealer demand.
f) Dealer’s failure to abide by these terms and conditions will result in termination of delivery of goods by Kadyluxe and Dealer will accept liability for damages.
g) The completion or submission of an order for Kadyluxe products does not constitute acceptance of the order by Kadyluxe. Delivery to Dealer pursuant to an order constitutes acceptance of that order. Kadyluxe may accept the order in whole or in part, in its sole discretion.
All sales by Kadyluxe to dealers are exclusively governed by and subject to the term and conditions contained herein.
Terms or conditions proposed by dealer which add to, vary from, or conflict with this agreement are expressly rejected and can only be made effective in a written document signed and dated by an executive officer of Kadyluxe specifically referencing this agreement and the order from to which they relate.
i) Each delivery will be deemed a separate contract. Delay in delivery or the failure to affect delivery for any reason does not render the contract subject to cancellation or entitle Dealer to damages however arising. Dealer is responsible for risk of loss, deterioration, or damage to the Kadyluxe products from the time they leave Kadyluxe premises. Any refused or returned shipments may result in a 15% restocking fee.
4. Product Returns: Kadyluxe product returns (“Returns”) are approved at the sole discretion of Kadyluxe and must include a valid Return Authorization (“RA”) number. Unauthorized returns will be refused or disposed of at Dealer’s expense. Dealer is responsible for coordination and transportation of RA back to Kadyluxe warehouse.
a) Return Authorizations (RA): Returned product must be new and free from wear marks, retail labeling, scratches or damage (hereinafter “1st quality condition”). All returned Kadyluxe product is inspected upon receipt to verify quality and condition. “1st Quality” product will be credited at wholesale sales value. “2nd Quality” product is destroyed upon receipt and will not be credited to Dealer.
b) Kadyluxe will only issue Credit Memos for any authorized returns. These Credit Memos can be used and applied to future shipments (invoices). Kadyluxe will NOT issue refunds for any returned merchandise.
5. Claims: Dealer must notify Kadyluxe in writing within seven (7) days after Dealer’s receipt of any shipping, price or order discrepancies. Dealer’s failure to notify Kadyluxe of any non-conformity, discrepancies, or damages within such time frame will bar any return or claim thereto. All Claims are subject to inspection and must be approved before a credit can be issued. Claims determined to be unauthorized will not be processed. Dealer is responsible for any costs associated with an unauthorized claim, including but not limited to payment of all deductions, charge-backs, late fees and interest incurred due to nonpayment. Kadyluxe will only issue Credit Memos for authorized claims. These Credit Memos can be used and applied to future shipments (invoices). Kadyluxe will not issue refunds for any authorized claims.
6. General Provisions:
a) Kadyluxe is not responsible in any way for delayed shipment, partial shipment, or non-shipment caused for any reason.
b) In no event is Kadyluxe responsible or liable for any direct, indirect, incidental, or consequential damages incurred by Dealer however arising. Except as herein specifically provided, Kadyluxe makes no warranties, express or implied, of merchantability, fitness for purpose, or otherwise. Kadyluxe's liability for breach of any warranty or contract is limited solely to offer a credit memo or replacement of product at purchase price, at Kadyluxe's option.
c) Dealer will reimburse Kadyluxe for any fees, costs, and expenses including, without limitation, attorney’s fees or the costs of a repossession or collection agency, to collect any amounts owing by Dealer to Kadyluxe or to enforce Kadyluxe's rights under this agreement, regardless of whether any lawsuit or court action had been filed by Kadyluxe. Except as stated herein, the parties will bear their own attorney’s fees and costs result from another dispute between the parties.
d) These conditions embody the entire agreement and understanding of the parties hereto and supersede any prior agreement or understanding between them with respect to the purchase of the Kadyluxe products or provisions of services. Whenever possible, each provision of this agreement must be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this agreement is prohibitive or invalid under applicable law, such provision will be ineffective only the extent of such prohibition or invalidity without the invalidating the remainder of such provision of the remaining provisions hereof.
e) This agreement will be governed by, construed, and interpreted in accordance with the laws of the State of
f) Actions or proceedings brought to enforce, or which otherwise arise out of or relates to, the agreement contained herein, must be brought and maintained only in a court of competent jurisdiction in Denver County, Colorado. Dealer Acknowledges that this Agreement is entered into and is to be performed in Denver County, Colorado, and Dealer herby submits to jurisdiction and venue in such State and County.
g) Nothing herein contained may be construed as to create a partnership, joint venture, or franchising relationship between Kadyluxe and Dealer. Dealer agrees to notify Kadyluxe in the event of a sales of the stock or otherwise ownership interests of Dealer or a sales of more than 50% of the assets of Dealer. Waiver by Kadyluxe of any term, provision or condition of this agreement will not be deemed to be a waiver of any other term, provision or condition of this agreement. Waiver by Kadyluxe of any term, provision or condition of this agreement on any particular order or orders will not be deemed to be a waiver of the same terms, provision or condition of any other orders.