Droplet Wholesale Terms and Conditions

Dewdrop, Inc. dba Droplet (hereinafter “Droplet” and/or “Seller”) acceptance of your (“Buyer”) wholesale application and orders is expressly made conditional on Buyer’s agreement to the following terms and conditions. The terms and conditions set forth on this wholesale/buyer application (“Application”), order confirmation and/or invoice will govern all transactions between Buyer and Seller. Droplet specifically rejects any terms or provisions which set any standards, specifications, or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions.


By requesting Droplet to supply goods to Buyer, Buyer acknowledges and agrees to the following Wholesale Terms and Conditions: 

Minimum Order Quantity

Buyer must order according to the minimum order quantity set on whatever wholesale platform Droplet prefers to use to receive wholesale orders. Subsequent orders must meet a minimum of 3 cases.

Payment & Order Transactions

Unless otherwise agreed to in writing beforehand, payment for goods shall be made via the Seller’s preferred wholesale platform payment gateways at the time the order or via Buyer’s credit card on file.

Droplet may refuse to accept or cancel any order or delivery of goods at any time by giving written notice to Buyer. Droplet shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Droplet, a credit memo and/or refund will be processed for any cancelled orders.

Any variations to any order(s) must be made in writing or via email. The total price of the order may alter as a result of any variation and Buyer agrees to pay any potential increase.

Restocking Fees: Droplet reserves the right to charge restocking fees. Buyer shall be charged a twenty percent (20%) restocking fee plus shipping to Seller. Goods for restock should be in unblemished, whole condition. This fee shall be deducted from any refund/credit issued to the original invoice.

Ownership of the goods shall pass to Buyer upon 1) full payment, and 2) Seller’s transfer of possession of the goods via pickup or delivery via local and international carrier services.


Duties, Taxes, & Fees

All export and import documentation, licenses, duties, taxes, or other obligations or costs relating to the delivery of the goods shall be the Buyer’s responsibility.

Sale of Goods & Minimum Retail Price

Buyer acknowledges that it is acquiring the goods for the purposes of trade or business only.

Any resale of Droplet products on public forums such as Amazon.com, eBay.com, OfferUp, etc. are expressly prohibited. Droplet shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.

The goods must be sold at no less than the Minimum Retail Price (as notified to you by Droplet), unless the goods are being advertised as being “on sale” or the equivalent. Droplet will provide Seller with a calendar of timely brand-wide promotions. Seller-specific promotions not during Droplet’s scheduled promotional seasons must be approved by Droplet 30 days prior to Seller’s promo period. 

Shipping & Risks

For orders within the United States:

Unless otherwise agreed to in writing, Droplet shall arrange delivery of the goods to you and you will be responsible for the costs associated with delivery. Orders will be shipped via FedEx, UPS, USPS, or another nationally recognized delivery service. While the delivery service utilized by Droplet may include insurance for the goods during transit, Droplet makes no representation and gives no warranties in respect to such insurance and you will be responsible for obtaining any specific insurance you require in respect of the goods during transit. Risk in respect to the goods shall pass to Buyer when the goods are received and accepted by the carrier.

For orders outside the United States:

Unless otherwise agreed to in writing, you shall be responsible for the cost of transportation of the goods from the premises of Droplet. Risk in respect of the goods shall pass to Buyer when the goods are made available to the delivery carrier. Buyer is responsible for obtaining insurance in respect of the goods from the time they are made available at the place of delivery (carrier).

Notice of Defects/Returns

The Buyer must make any claims of defects related to shortages, quality, or specification, within the first seven (7) days after receipt of the goods. Droplet shall not be responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer to inspect upon receipt, that all goods delivered matches the items ordered/invoiced.

If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.

No returns will be accepted of opened product.

Acceptance of Goods

Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the merchandise.

Returns & Exchanges

It is the responsibility of the Buyer to inspect orders upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced.

Droplet does not accept returns for wholesale orders. Under certain conditions, exchanges may be made for unsatisfactory goods that are unused and still in their original packaging. Whether or not items are eligible for exchange is at the sole discretion of Droplet. All exchanges must be initiated within seven (7) days of receipt of goods.

In the event of an exchange, Buyer shall be responsible for shipping costs both to return the original goods and shipment of the new product(s) to Buyer.

Intellectual Property

Buyer undertakes to use Droplet’s brand name and logo when advertising goods supplied by Droplet and anywhere the goods are described or named, including websites, labels, invoices, and social media.

Droplet grants Buyer a personal, non-exclusive, non-transferable, and non-assignable license to use the Droplet brand name and logo for the purposes mentioned above in this section.

Buyer must not use or permit the use of the brand name or logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation, and image(s) associate with the intellectual property of Droplet.

The license referenced in Section 9(b) may be revoked by Droplet at any time by written notice to Buyer.


Liability

Droplet shall not be liable:

  1. For damage(s) to the goods caused during transit or once the goods have left the possession of Droplet;

  2. For defect(s) in any goods manufactured by any Third Party;

  3. For loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the goods;

  4. For any indirect or consequential loss of any kind.


Exclusion of Implied Warranties

Droplet shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of merchantability and fitness applying to the goods sold by Droplet. In any event, the maximum liability shall be no more than repayment by Droplet to the Buyer made for any delayed or defective portion of the order.


Net Terms/Buyer’s Credit

Buyer may apply for credit terms (NET30) with Droplet by submitting a credit application form with at least three (3) credit references, including Buyer’s primary banking institution. Please contact us at business@drinkdroplet.com to request the credit application.

Any NET30 payments that are not paid on or before the date such payments are due under this Agreement shall bear interest at the lower of (a) one- and one-half percent (1.5%) per month or (b) the maximum rate allowed by law.


Impossibility

The Parties shall not be responsible for any failure to perform due to unforeseen circumstances or causes beyond their reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. In the event of any such delay, the Parties may defer performance hereunder for a period equal to the time of such delay.


Attorneys’ & Collection Agency Fees

In the event the account is turned over to a law firm or collection agency for collection, the Buyer agrees to pay collection agency or attorneys’ fees and costs incurred in collection. 


Venue

Any transactions between Buyer and Seller shall be governed by the laws of the State of California. To the extent that any court proceedings are commenced, Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Los Angeles County, California, for any claims or controversies arising in the sale of goods by Droplet to Buyer. Droplet also reserves the right to commence any lawsuit(s) in the state of Buyer’s domicile. However, the foregoing shall in no way diminish or limit the Arbitration provision set forth in Section 16.


Arbitration & Waiver of Jury Trial

Droplet and Buyer agree that upon the demand of either party, any claim or dispute between the parties and/or any of either parties’ parent corporations, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors, and representatives (“Agents”), shall be determined by binding arbitration as set forth in this Agreement. Droplet and Buyer hereby covenant not to file lawsuit(s) against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.

Droplet and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration provision, and are voluntarily agreeing to its terms. Droplet and Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right it may have to a bench or jury trial.

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.


Amendments

Any amendments to these Terms & Conditions must be agreed to and memorialized in writing via an Amendment to this Agreement.


Non-Solicitation

Both Parties agree that during the term of this Agreement and for a period of one (1) year after the termination hereof, unless otherwise agreed by the Parties, that each Party shall not contact, solicit, seek or in any way enter into an employment relationship with any employee of the other Party.


Agreement & Acknowledgement

Buyer(s) have carefully read and agree to these Terms & Conditions. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.