Supply Agreement Terms & Conditions

SUPPLY AGREEMENT

THIS AGREEMENT (this “Agreement”), is entered into by and between Warp + Weft, a Delaware corporation having an address at 121 VARICK ST, 4th Floor, New York, New York 10013 (“Supplier”), and (“Reseller”), and is deemed effective upon Supplier’s execution of this Agreement as of the date last shown below (the “Effective Date”).

WHEREAS, Supplier manufactures and sells premium denim attire (collectively, the “Products”); and

WHEREAS, Reseller desires to purchase Products from Supplier for resale solely at the Reseller fixed retail outlet(s) hereto (the “Fixed Retail Outlet(s)”), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, which is incorporated by reference, and the mutual promises set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

SECTION 1. RESELLER

1. 1.1 Nonexclusive Reseller.

   1. Reseller hereby agrees to sell the Products solely to retail consumers purchasing the Products for purposes other than resale (hereinafter, “Retail Consumers”) at the Fixed Retail Outlet(s). Reseller may not sell Product to parties not contemplated by this Section 1.1, including, without limitation, wholesalers or other parties who purchase the Products for the purpose of resale. This Agreement is not exclusive. Supplier has the right to sell Products to customers at any location, and Supplier has the right to sell Products to other parties at any location, including locations in close proximity to Fixed Retail Outlet(s), in Supplier’s sole discretion, which Supplier may do without owing any compensation or any other obligation to Reseller. Similarly, Reseller has the right to sell other manufacturers’ products at its Fixed Retail Outlet(s). If Reseller should sell Product to parties not contemplated by this Section 1.1, Reseller is obligated to recover any such Product from any such unauthorized party and return the Product to Supplier or a Fixed Retail Outlet at Reseller’s expense.

   1.2 Term of Appointment.

   1. This Agreement begins on the Effective Date and continues until either party notifies the other of its intent to terminate it (the “Term”). Either party may terminate this Agreement at any time for any reason, or for no reason, by giving written notice to the other party of its intent to terminate. Termination shall be immediate upon such notice. Supplier shall have no liability to Reseller by reason of the expiration or termination of this Agreement for compensation, reimbursement, or damages of any kind, including without limitation any loss of prospective profits on anticipated sales, loss of goodwill, or investments made in reliance on this Agreement. Reseller acknowledges that it has received no assurances from Supplier that the Reseller business relationship with Supplier will continue beyond the Term established in this Agreement, nor that Reseller will obtain any anticipated amount of profits in connection with this Agreement, nor that Reseller will recoup its investment in the promotion of the Products. In the event of the termination of this Agreement, all provisions of this Agreement which by their nature or express terms ought to survive, shall so survive. Upon termination, any order which has not been shipped will be cancelled and all outstanding invoices will become payable immediately.

SECTION 2. RESELLER DUTIES

1. 2.1 Sales.

   1. Reseller shall use commercially reasonable efforts to actively promote and sell Products to Retail Consumers at the Fixed Retail Outlet(s).

   2.2 Marketing

   1. Reseller shall not make any false or misleading representations regarding Products, nor engage in any illegal, deceptive, misleading, or unethical practices that may be detrimental to Supplier. No marketing using Supplier trademarks shall be conducted without the prior written consent of the Supplier and in accordance with the provisions in Section 4.1 of this Agreement.

   2.3 Alteration of Products.

   1. Reseller shall not modify or alter any Product in any way. Reseller shall not remove, destroy, alter, or conceal any symbol, label, warning, or other marking appearing on any Product.

SECTION 3. TERMS OF PURCHASE AND SALE

1. 3.1 Order Procedure.

   1. Products are ordered through Supplier’s website or by written purchase order. The Products are purchased at the prices that are established by the Supplier from time to time. Shipments are subject to availability. Terms or conditions contained in any order form or other document submitted by Reseller which are inconsistent with, or in addition to, the terms and conditions provided for in this Agreement are rejected, objected to, and shall be deemed void and of no force or effect.

   3.2 Delivery; Title and Risk of Loss. All

   1. All deliveries of Products sold by Supplier to Reseller pursuant to this Agreement shall be made at Reseller’s expense, FOB factory. Reseller will specify on the applicable purchase order the freight carrier and method of transportation prior to each shipment, otherwise Supplier will select a customary freight carrier and method of transportation on behalf of Reseller. Risk of loss of all shipments hereunder shall be borne by Reseller.

   3.3 Warranty; Disclaimer of Implied Warranty.

   1. Supplier warrants that upon delivery of the Product, each article of Product will be free of defects in materials and workmanship. WITH THE EXCEPTION OF THE WARRANTY PROVIDED IN THIS SECTION 3.3, SUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE THE RESELLERS SOLE AND EXCLUSIVE REMEDIES. SOME STATES DO NOT ALLOW SUCH LIMITATIONS ON IMPLIED WARRANTIES, AND THE ABOVE LIMITATION MAY NOT APPLY TO RESELLER OR ITS CUSTOMERS.

   3.4 Taxes and Duties.

   1. Reseller shall be responsible for collection and payment of any and all sales, excise, value added, import and related taxes and duties arising from its marketing, distribution and sales activities regarding the Products.

SECTION 4. TRADEMARKS.

1. 4.1 Use of Trademarks; Depiction of Products.

   1. Supplier grants Reseller a non-exclusive, non- transferable license to use Supplier’s trademarks and use visual depictions of Products in the marketing and sale of Products in Reseller retail location(s), Reseller operated websites or Reseller electronic communications, subject to first obtaining the written consent of the Supplier for such use and whereby such use is in accordance with any of Supplier’s then-applicable usage guidelines that may exist. Any trademark or Product image use is subject to Reseller first obtaining the written consent of the Supplier for such use. Reseller shall use Supplier’s trademarks solely to refer to the Products. Reseller will use the designated marks in good taste and in a manner that preserves their value and the Supplier’s rights in such marks. Reseller may not use the Supplier’s trademarks or trade name in any way that implies that Reseller is an agency or branch of the Supplier. Reseller will immediately change or discontinue any use of The Reseller trademarks, as may be requested by the Supplier. Reseller has no right, title or interest in any Supplier trademark or trade name. Any rights in any Supplier trademark or trade name acquired through the Reseller’s use belong solely to the Supplier. Reseller shall not use the trademarks or visual depictions of the Products, except as specifically provided in this Agreement. Reseller shall not (i) dispute or deny the validity of any of Supplier’s trademarks, (ii) Claim any right, title, or interest in or to such trademarks (including, but not limited to, any attempt to register the same in any jurisdiction), or (iii) do anything that could adversely affect Supplier’s rights in its trademarks. Upon expiration or termination of this Agreement or upon The Supplier’s written request at any time, any license granted herein is immediately terminated and Reseller shall immediately cease all use of Supplier’s trademarks and visual depictions of the Products (except to sell remaining inventory) and shall not thereafter use any of them or any confusingly similar trademarks.

SECTION 5. GENERAL PROVISIONS

1. 5.1 Indemnification.

   1. Reseller shall and does hereby agree to indemnify, defend and hold harmless Supplier and its affiliates and their respective shareholders, directors, officers, employees and agents from and against any and all claims, liabilities, obligations, costs, expenses and fees (including, but not limited to, attorneys’ fees) of any person or entity whatsoever arising out of or related to any material misrepresentation made in, or the material breach of, this Agreement or otherwise related to the marketing and/or sale of the Products by Reseller.

   5.2 Limitation of Liability.

   1. SUPPLIER WILL NOT BE LIABLE TO RESELLER FOR ANY LOSS OF REVENUE, PROFITS OR GOODWILL, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER RESULTING FROM BREACH OF CONTRACT OR OTHER LEGAL LIABILITY WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   5.3 Confidentiality.

   1. In connection with the performance of this Agreement, Supplier may disclose to Reseller certain of its confidential and/or proprietary Information. For purposes of this Agreement, the term “Information” shall mean all business information and materials relating to Seller which it discloses to Supplier including, without limitation, this Agreement, Supplier pricing, and other proprietary and business information. All Information disclosed by Supplier shall remain the property of Supplier. Reseller shall keep the Information secret and Confidential, and shall not provide or otherwise make available or disclose the Information to any third party. Reseller may use the Information solely for purposes of fulfilling its obligations under this Agreement. Reseller shall be liable to the Supplier for any breaches or violations of this Agreement by any director, officer, employee, consultant, subcontractor, or agent of Reseller. Upon the written request of Supplier, and in any case, upon the termination of this Agreement, Reseller shall promptly return to Supplier all tangible material (including all copies thereof) that discloses or relates to any of the Information. The provisions hereof shall not apply to: (i) Information which, at the time of disclosure thereof, is in the public domain; (ii) Information which Reseller receives from a third party who has the right to, and legally and without violation of any obligation to Supplier, disclose the same to Reseller; or (iii) Information which is required to be disclosed by judicial or administrative process or, in the opinion of counsel, by other mandatory requirements of law, provided that, in the circumstance of this part (iii), all reasonable measures are taken to avoid or minimize further disclosure. If Reseller asserts that any of parts (i) through (iii) here is applicable, Reseller must substantiate its claim by presenting to Supplier comprehensive, competent, tangible evidence in support.

   5.4 Cumulative Remedies.

   1. The rights and remedies of the parties hereto shall be construed cumulatively, and none of their rights and remedies shall be exclusive of, or in lieu or limitation of, any other right, remedy or priority allowed by law, unless otherwise expressly stated herein to the contrary.

   5.5 Force Majeure

   1. Except for the obligation to make payments when due hereunder, all other obligations under this Agreement shall be suspended for so long as any Party hereto is prevented from complying with the provisions hereof by acts of God, the elements, riots, war, acts of Federal, state or local governments, agencies or courts, strikes, lock-outs, damage to or destruction or unavoidable shut-down of necessary facilities, or other matters beyond their reasonable control (specifically excluding, however, matters of mere financial exigency); provided, however, that any Party so prevented from complying with its obligations hereunder shall promptly notify the other Party thereof and shall exercise all due diligence to remove and overcome the cause of such inability to comply as soon as practicable.

   5.6 No Partnership, Fiduciary or Agency Relationship

   1. The parties hereto expressly disclaim and disavow any partnership, joint venture, fiduciary or agency status or relationship between them and expressly affirm that they have entered into this Agreement as independent contractors, and that the same is in all respects an "arms-length" transaction.

   5.7 Assignments.

   1. Reseller may not assign this Agreement to any other person or entity without the written consent of the Supplier. Any such assignment without the written consent of the Supplier is deemed null and void.

   5.8 Notices.

   1. Any notice, election, payment, report or other correspondence required or permitted hereunder shall be deemed to have been properly given or delivered when made in writing and delivered by email at the address provided by Reseller or to Supplier at the address listed on its website.

   5.9 Governing Law and Jurisdiction.

   1. This Agreement, and all matters relating to or disputes arising out of this Agreement, shall be interpreted, governed, and enforced according to the laws of the State of New York and the United States of America, excluding their rules on choice of laws. The parties hereby consent to the jurisdiction of any appropriate court in the State of New York to resolve such between the parties.

   5.10 Waiver.

   1. A waiver by any party of any term or condition of this Agreement, whether in writing or by course of conduct or otherwise, shall be valid only in the instance for which it is given, and shall not be deemed a continuing waiver of said provision, nor shall it be construed as a waiver of any other provision hereof.

   5.11 Product Recall.

   1. The determination of the necessity of a product recall, whether or not such recall is due to defects or potential defects in the Products subject to possible recall, the procedure for handling the recall, the disposition of recalled Products and packaging, and all other considerations involved in such a recall, shall be made by Supplier. All costs and expenses of the recall shall be paid by Supplier if the reason for the recall is due to any event which occurred, or which failed to occur, while the Product was in the possession or control of Supplier. All costs and expenses of the recall shall also be paid by Supplier if the reason for the recall is due to Supplier’s conduct. All costs and expenses of the recall shall be paid by Reseller if the reason for the recall is due to conduct by Reseller which is in material breach of this Agreement or an event which occurred after the Product was no longer in the possession or control of Supplier.

   5.12 Amendments

   1. This Agreement may be amended at any time by Supplier upon notice to Reseller. If Reseller does not agree upon any such change, Reseller’s sole recourse is to terminate this Agreement.

   5.13 Severability.

   1. In the event that any provision of this Agreement, or any operation contemplated hereunder, is found by a court of competent jurisdiction to be inconsistent with or contrary to any applicable law, ordinance, or regulation, the latter shall be deemed to control and this Agreement shall be regarded as modified accordingly, giving maximum permissible effect to the parties’ intentions expressed herein, and the remainder of this Agreement shall continue in full force and effect.

   5.14 Entire Agreement.

   1. This Agreement, including all exhibits attached hereto and any invoice sent by Supplier to Reseller, constitutes and represents the entire agreement of the parties hereto with respect to the subject matter hereof, and all other prior agreements, covenants, promises and conditions, oral or written, between these parties are superseded in their entirety by this Agreement. No Party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing this Agreement.

   5.15 Binding Effect.

   1. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and permitted assigns.

   5.16 Counterparts.

   1. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument.

   5.17 Payment:

   1. Your Order(s) will be automatically charged to the credit card on file at 12PM your local time, at the end of the next business day. If you have a question or require us to charge on a later date, please reply to this email as soon as possible. Three (3) order cancellations will be allotted until your account is at risk for closure.

   5.18 Shipment:

   1. Orders are shipped within 72 hours from the time payment has been processed. If you would like the order to be shipped within 24 hours, an additional RUSH fee of $15.00 will be applied to each order. If no response is received within 10 days of pick ticket date, orders are not guaranteed to ship complete.