Wytex & Co. Wholesale Terms and Conditions
Updated as of September 29 2023
1. Credit Application
By submitting this Credit Application to Wytex & Co. Wholesale (hereinafter, the “Seller”), Applicant (hereinafter, the “Buyer(s)”) and Guarantor(s) consent to the following Terms and Conditions.
2. Credit Approval
Seller will promptly notify Buyer whether Seller has approved Buyer’s Credit Application. If approved, such notification will constitute an acceptance by Seller to sell goods to Buyer on credit. Such goods will be identified in one or more purchase orders issued by Buyer and accepted by Seller.
3. Acceptance of Terms and Conditions
These Terms and Conditions expressly limit acceptance to the terms and conditions set forth below. The parties agree that the use of a purchase order to place orders for goods or services shall be construed to supplement the terms of these Terms and Conditions only to the extent that the terms and conditions of the purchase order are not inconsistent with these Terms and Conditions. These Terms and Conditions will be incorporated into all purchase orders and invoices between the parties, regardless of whether specific reference to these Terms and Conditions is made therein.
4. Modifications
These Terms and Conditions supersede the terms and conditions of Buyer’s purchase order(s) and will govern all transactions between Buyers and Seller. These Terms and Conditions also apply to all future transactions unless modified in writing and signed by both Seller and Buyer.
5. Payment Terms
Buyer will pay Seller within 30 days of the date of Seller’s invoice. If Buyer’s account goes 30 days or more past due, Buyer irrevocably authorizes Seller to charge the past due amount to the credit card on file.
6. Notice of Defects/Returns
Buyer must notify Seller in writing of all claims for damages resulting from late delivery or any other defect that are known to Buyer at the time Buyer accepts the merchandise. Buyer must make any claims of defects, including but not limited to those related to quality or identity, within 7 days after the receipt of merchandise. Any such claims must be made via e-mail to customercare@wytexwholesale.com. Correspondence that is not made in this fashion shall be null and without effect. Buyer agrees that such 7 day period is a “reasonable” period of time to make such claims, and further agrees to inspect all merchandise within that time. Any rights to reject or return merchandise expire after this 7 day period, and Buyer accepts the risk that it may fail to uncover defects or nonconformities during that period.
7. Modification of Goods
Buyer’s modification of goods (in whatever form), or its request that Seller modify goods, shall be deemed a waiver and release of any rights to reject or return any goods, and shall be considered full acceptance of such goods by Buyer as fully conforming to any prior orders, instructions, or specifications. Seller specifically disclaims any liability or responsibility for loss resulting from any modification process.
8. Returns
Except as otherwise stated herein, merchandise may be returned within 7 days of receipt of the merchandise, and are subject to a 25% restocking fee, with a $5.00 minimum charge. A written authorization from Seller must be obtained by Buyer for any returned merchandise. In the event of a return, Buyer hereby (1) authorizes Seller to sell such garments and other goods, and (2) agrees to indemnify Seller and hold Seller harmless from any and all liability relating to or arising from the sale, use, non-use, and/or distribution of such goods. Except as otherwise stated herein, merchandise that has been modified (in whatever form) may not be returned.
9. Re-Selling Merchandise
Buyer may not sell, transfer, or convey any merchandise or Wytex & Co. Wholesale products to any person or entity unless Buyer first substantially modifies such products by printing, embellishing, or decorating them so as to clearly distinguish them from Wytex & Co. Wholesale’s product line. Wytex & Co. Wholesale shall have sole discretion to determine whether Buyer has adequately distinguished the products. As a condition of buying Wytex & Co. Wholesale products, Buyer agrees that this provision shall apply to ALL Wytex & Co. Wholesale products Buyer now has or later acquires, whether or not obtained from Wytex & Co. Wholesale, or whether or not such products were previously or would otherwise be subject to these Terms and Conditions.
10. Binding Arbitration
Upon demand by either party, any claim or dispute between the parties arising from or relating to these Terms and Conditions shall be determined by binding arbitration, as provided under sections 1 and 2 of the Federal Arbitration Act and the applicable state laws. For purposes of any arbitration proceeding, the parties shall be entitled to the same remedies that would apply outside an arbitration proceeding. The parties shall each bear their own costs and attorneys’ fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorneys’ fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.
11. Defaults and Remedies
All payments owed to Seller shall be due on or within thirty (30) days from the date of an invoice. Buyer’s failure to make any payment as and when due to Seller, to perform or observe any covenant or agreement contained herein, to comply with applicable law, or any condition shall occur that reasonably could be expected to lead to Buyer’s insolvency, will create a default by Buyer under these Terms and Conditions. Except as provided herein, these Terms and Conditions incorporate by reference all terms of Article 2 of the Uniform Commercial Code, including but not limited to, all seller’s remedies. On account of any delinquent payments or amounts, Buyer agrees to pay an additional service charge equal to 1.5% per month (18% per annum), collection agency fees equal to 30% of delinquent amounts, Seller’s attorneys’ fees, and all other costs and expenses which may be incurred by the Seller in furtherance of the collection of delinquent amounts and/or to enforce the terms and conditions set forth herein, or as otherwise provided by law. Buyer will pay Seller a handling fee of $50 for any returned checks. If Buyer’s account is insured and Buyer’s account is turned over to a receivable insurance company for a claim, Buyer agrees to pay Seller a charge equal to 30% of the principal amount due which is in default.
12. Jurisdiction
The parties agree that any transaction(s) governed by these terms and conditions shall be governed by the laws of the State of Washington, without regard to any applicable choice of law rules, standards, or norms. By agreeing to transact with Seller, Buyer and any Guarantor hereby consent to jurisdiction in Snohomish County, Washington.
13. Warranties
NO EXPRESS WARRANTIES: BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO EXPRESS WARRANTIES. EXCLUSION OF IMPLIED WARRANTIES: NOTWITHSTANDING ANY OTHER STATEMENTS, AGREEMENTS, OR UNDERSTANDINGS INVOLVING BUYER AND SELLER OR ANY OF ITS RESPECTIVE EMPLOYEES OR AGENTS, OR GUARANTOR, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SELLER SHALL NOT HAVE OR INCUR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. ALL OTHER WARRANTIES IMPLIED ARE EXCLUDED FROM ANY TRANSACTION BETWEEN BUYER AND SELLER AND SHALL NOT APPLY TO THE GOODS SOLD BY SELLER. SELLER SHALL ALSO NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. NONE OF SELLER’S AGENTS, EMPLOYEES, PROFESSIONALS, OR OTHER REPRESENTATIVES HAVE OR SHOULD BE CONSIDERED TO HAVE AUTHORITY TO ALTER THE TERMS OF THIS PROVISION.
14. No Responsibility
Buyer acknowledges that Seller has no responsibility for any work performed by any vendor referred by Buyer and hereby waives any right to assert any claim against Seller for work performed by any other firm, including but not limited to claims for negligent referral, agency, or respondeat superior.
15. Deterioration of Buyer’s Credit
Seller’s agreement to provide Buyer with goods or services prior to payment is purely at Seller’s discretion and may be altered, conditioned, or revoked at any time, and without notice.
16. Integration and Amendments
These Terms and Conditions contain the complete and entire agreement between and among the parties as to the subject matter hereof and replace and supersede any prior or contemporaneous communications, representations, or agreements. These Terms and Conditions will not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Terms and Conditions by its express terms. Terms on Buyer’s purchase orders or other forms will not modify or override the terms of these Terms and Conditions. All amendments to these Terms and Conditions must be in writing and manually signed by Seller and Buyer, and with respect to the Guaranty, by Guarantor and Seller. The failure to refer to these Terms and Conditions in a related invoice, purchase order, or quotations exchanged by or between the parties, for example, will not affect the governance of these Terms and Conditions.
17. Assignment
This Agreement is made solely with the Buyer and any Guarantor. The parties agree that the terms and conditions of this Agreement, and the purpose thereof, are for personal services; Seller’s agreement to transact with Buyer is based entirely on the Buyer’s and any Guarantor’s qualifications, characteristics, needs, and circumstances. As such, this Agreement may not be assigned to any third party without the express written consent of Seller, which consent may be withheld for any reason in Seller’s sole discretion.
18. Severability
In the event that any one or more of the provisions of these Terms and Conditions are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms and Conditions. Instead, these Terms and Conditions shall be interpreted and enforced as if the offending provision were not contained herein.
19. Agreement and Acknowledgment
Buyer(s) and Guarantor(s) have carefully read and agree to the Credit Application and its Terms and Conditions stated on all pages of this application. Buyer authorizes Wytex & Co. Wholesale to verify the credit of the Company and/or the individual(s) whose Signature appears below. Buyer authorizes the above-listed bank(s) and/or business references to release credit information of the Company and/or the individual(s) whose Signature appears below as requested by Wytex & Co. Wholesale.
BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT ALL TERMS AND CONDITIONS ON ALL PAGES OF THIS DOCUMENT. Signatures must be by an authorized Officer, Partner, and/or Owner of the Business.
