TERMS AND CONDITIONS FOR VELVET & VINE AUTHORIZED RESELLERS
These Reseller Terms and Conditions govern the application, appointment, purchase, and resale of products by authorized Reseler partners purchasing from Velvet & Vine.
By submitting a reseller application, placing a wholesale order, or listing Velvet & Vine products for sale, you agree to be bound by these Terms and Conditions.
1. Appointment & Scope
- Non-Exclusive Appointment: Approval as a Velvet & Vine reseller grants you a non-exclusive, non-transferable right to purchase and resell authorized Velvet & Vine dress collections at the approved physical or online locations specified in your application.
- Territory & Approved Channels: You are authorized to sell products only through your approved brick-and-mortar storefronts or owned e-commerce website domain(s).
- Prohibited Channels: Resale on third-party online marketplaces (including, but not limited to, Amazon, eBay, Walmart Marketplace, Poshmark, TikTok Shop, or ETSY) is strictly prohibited without explicit, written prior authorization from Velvet & Vine.
2. Minimum Advertised Price (MAP) Policy
- Compliance: Velvet & Vine maintains a strict Minimum Advertised Price (MAP) policy to protect brand equity and retailer margins.
- Advertised Pricing: Resellers may not advertise Velvet & Vine products in any public media, online storefront, social media platform, or print advertising at a price below the Minimum Advertised Price established in the current Velvet & Vine Wholesale Price List.
- Violations: Failure to comply with the MAP policy may result in immediate suspension of wholesale purchasing privileges, cancellation of pending orders, or permanent termination of your authorized reseller status.
3. Orders, Pricing & Payment Terms
- Minimum Order Quantities (MOQ): All orders are subject to Velvet & Vine’s initial opening order minimums and reorder minimums as outlined in the active Wholesale Catalog.
- Pricing Adjustments: Wholesale prices, MSRP (Manufacturer's Suggested Retail Price), and MAP are subject to change with 30 days' advance notice.
- Payment Methods: Orders must be prepaid via credit card, wire transfer, or ACH prior to shipment unless Net Terms have been formally approved in writing after credit evaluation.
- Late Payments: Late balances on approved Net Terms accrue interest at a rate of 1.5% per month (or the maximum allowed by law).
4. Shipping, Delivery & Title
- FOB Origin: All shipments are sent FOB Shipping Point (or EXW, depending on agreed terms). Shipping costs, insurance, customs duties, and import taxes are the sole responsibility of the Reseller.
- Inspection & Claims: Reseller must inspect all shipments upon arrival. Claims for damaged, defective, or missing items must be reported to Velvet & Vine in writing within 7 business days of receipt, accompanied by photos of damaged packaging and garments.
- Returns & Exchanges: Unsold or seasonal inventory cannot be returned or exchanged unless explicitly agreed upon in writing or proven defective upon delivery.
5. Intellectual Property & Brand Integrity
- Trademarks & Assets: Velvet & Vine grants Resellers a limited, revocable license to use official product photos, brand logos, and marketing copy solely for advertising and selling Velvet & Vine products.
- Brand Representation: Resellers must present Velvet & Vine garments in high-quality settings consistent with the luxury aesthetic of the brand. Modifying logos, removing original clothing labels, or re-branding products under another name ("white-labeling") is prohibited.
- Social Media & Marketing: Digital imagery provided by Velvet & Vine may not be altered or used for any purpose other than promoting authorized Velvet & Vine merchandise.
6. Drop-Shipping Policy (If Applicable)
- If drop-shipping is offered by Velvet & Vine and requested by the Reseller, Reseller agrees to provide accurate customer delivery details.
- Velvet & Vine will enclose packing slips devoid of retail pricing or branded solely under Velvet & Vine approved white-label packaging. Reseller remains responsible for customer service issues relating to sizing, preferences, or standard returns.
7. Term & Termination
- Termination at Will: Either party may terminate the reseller relationship at any time, with or without cause, upon 30 days' written notice.
- Immediate Termination: Velvet & Vine reserves the right to immediately terminate or suspend a Reseller’s account if the Reseller breaches MAP policies, sells on unauthorized marketplaces, fails to make timely payments, or engages in fraudulent or unethical business practices.
- Post-Termination: Upon termination, Reseller must immediately cease using Velvet & Vine intellectual property and trademarks. Remaining inventory may only be cleared with explicit written permission from Velvet & Vine.
8. Limitation of Liability & Indemnification
- Limitation of Liability: In no event shall Velvet & Vine be liable to Reseller for lost profits, indirect, consequential, or punitive damages. The Company's maximum liability under any circumstances shall not exceed the total purchase price paid by Reseller for the specific goods giving rise to the claim.
- Indemnification: Reseller agrees to defend, indemnify, and hold harmless Velvet & Vine from any claims, losses, or expenses resulting from Reseller’s unauthorized advertising, misrepresentation of products, or breach of this Agreement.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.