Wholesale Terms & Conditions
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Ten/10 Apparel
Wholesale Terms & Conditions
These Wholesale Terms & Conditions (“Agreement”) govern the wholesale relationship between Ten/10 Apparel, LLC(or its affiliates) (“Ten/10 Apparel” or “we”) and any authorized wholesale purchaser (“Buyer” or “you”). By submitting a wholesale order, Buyer agrees to be bound by these terms.
1. Agreement
1.1 This Agreement constitutes the entire agreement between Ten/10 Apparel and Buyer with respect to wholesale purchases, superseding all prior or contemporaneous written or oral agreements, proposals, or communications.
1.2 Any amendments or modifications to this Agreement must be in a writing signed by both parties.
1.3 If any provision is held invalid, the remainder of the Agreement remains in effect.
2. Orders
2.1 Buyer shall submit orders in writing (including by email or via a wholesale portal) referencing product codes, quantities, and requested delivery dates.
2.2 Ten/10 Apparel reserves the right to accept or reject any wholesale order in whole or in part, for any reason, in our discretion.
2.3 In accepting an order, Ten/10 Apparel may require a minimum order quantity or minimum dollar amount (which may vary by season or product line).
2.4 Buyer may not cancel or materially modify an order after acceptance without Ten/10 Apparel’s prior written consent, and in such event Buyer may be liable for costs incurred.
3. Prices
3.1 The prices for products shall be those in Ten/10 Apparel’s current wholesale price list at the time Ten/10 Apparel accepts the order, unless otherwise agreed in writing.
3.2 Prices are exclusive of shipping, handling, insurance, duties, taxes, and other costs, unless expressly included.
3.3 Ten/10 Apparel may adjust wholesale prices upon reasonable advance notice (e.g., between seasons).
4. Payment Terms
4.1 Payment terms are typically net 30 days from invoice date, unless otherwise agreed in writing.
4.2 For new accounts, or under certain risk conditions, Ten/10 Apparel may require prepayment, partial deposit, or payment by wire/ACH/credit card.
4.3 Late payments accrue interest at the lesser of 1.5% per month (18% annual) or the maximum rate permitted by law. Buyer shall also pay all costs of collection, including attorneys’ fees, court costs, and collection agency fees.
4.4 Buyer may not set off, deduct, or withhold any amounts from payments owing to Ten/10 Apparel without our prior written consent.
5. Title of Goods
5.1 Title to and risk of loss or damage for products passes to Buyer upon delivery to the carrier (FOB shipping point) unless otherwise agreed in writing.
5.2 Buyer is responsible for making claims against carriers for any loss or damage in transit.
6. Delivery and Delay
6.1 Ten/10 Apparel will make commercially reasonable efforts to deliver according to agreed schedules.
6.2 Ten/10 Apparel is not liable for failure or delay to deliver caused by acts beyond its reasonable control (force majeure, supply shortages, transportation delays, acts of God, etc.).
6.3 If Ten/10 Apparel anticipates delay, it will notify Buyer and propose a revised delivery schedule. Buyer may accept or cancel the affected portion of the order (subject to costs already incurred).
6.4 Partial shipments are allowed unless otherwise agreed; each partial shipment may be invoiced separately.
7. Retail Prices / MAP Policy
7.1 Buyer agrees to adhere to Ten/10 Apparel’s Minimum Advertised Price (MAP) policy (if any), and shall not advertise products below the designated MAP.
7.2 Buyer’s failure to comply with the MAP policy may result in termination of wholesale privileges or other remedies.
7.3 Buyer shall not advertise or sell Ten/10 Apparel products as “clearance,” “close-out,” “liquidation,” “sale,” “discounted,” or similar designations, unless authorized in writing in advance by Ten/10 Apparel.
7.4 Buyer shall not bundle Ten/10 Apparel products with non-Ten/10 Apparel products in offers that effectively reduce the advertised price below MAP without prior written approval.
8. Permitted Selling Channels
8.1 Buyer’s permitted sales channels (brick-and-mortar, e-commerce, marketplaces, etc.) must be disclosed to and approved by Ten/10 Apparel in writing.
8.2 Buyer shall not re-sell Ten/10 Apparel products to any third party for further resale, except with Ten/10 Apparel’s prior written consent.
8.3 Buyer shall not sell Ten/10 Apparel products via unauthorized channels (e.g. auction sites, discount sites, gray market) or in unauthorized territories.
8.4 Ten/10 Apparel reserves the right to audit Buyer’s sales channels and remove products from channels that violate these terms.
9. Credits and Chargebacks
9.1 Buyer must inspect deliveries promptly. If Buyer believes any products are short, damaged, or defective, Buyer must notify Ten/10 Apparel in writing (with supporting evidence) within 10 business days of receipt, or else the order shall be deemed accepted.
9.2 Ten/10 Apparel may issue credit memos for agreed short-shipped, damaged, or defective goods; such credits shall be applied only against future invoices, not as cash refunds (unless agreed).
9.3 Buyer may not make chargebacks or unilateral deductions from payments except as expressly permitted in writing by Ten/10 Apparel.
10. Warranty
10.1 Ten/10 Apparel warrants that, at the time of delivery, products will conform in material respects to the published specifications, and be free from defects in materials and workmanship under normal use.
10.2 This warranty is limited to non-consumable parts, normal usage; it does not cover damage due to misuse, alteration, improper care, accident, or normal wear and tear.
11. Remedies
11.1 In the event of breach, Ten/10 Apparel’s sole obligation shall be at its option: (a) repair or replace nonconforming products; or (b) issue a credit for the value of nonconforming products (less applicable discounts).
11.2 Buyer’s exclusive remedy is as set forth herein, and Ten/10 Apparel shall not be liable for consequential, incidental, punitive, or special damages, lost profits, or loss of business.
12. Stock Returns
12.1 Returns of unsold stock require prior written authorization (RMA) from Ten/10 Apparel.
12.2 Buyer may return stock only in original condition, unworn, unwashed, with all original tags and packaging, within a specified return window (e.g., 90 days after invoice).
12.3 Buyer is responsible for shipping costs on returns unless otherwise agreed.
12.4 Ten/10 Apparel may assess a restocking fee (e.g., 15%) for accepted returns.
13. Defective Product
13.1 If products are defective within warranty, Buyer may return them per instructions and receive repair, replacement, or credit per Section 11.
13.2 Ten/10 Apparel may, at its option, request Buyer to ship defective items back for evaluation.
14. Returns Address
All authorized returns should be shipped to the address specified by Ten/10 Apparel (to be furnished on the RMA).
15. Limitations on Warranty
15.1 Except as expressly provided, Ten/10 Apparel disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
16. Periods of Limitation
Any claims for breach, including warranty claims, must be brought within one (1) year from the date of delivery, or be barred.
17. Intellectual Property
17.1 Ten/10 Apparel retains all intellectual property rights (trademarks, logos, designs, trade dress, copyrights) in the products and associated materials.
17.2 Buyer may use Ten/10 Apparel trademarks for resale and promotional purposes only in accordance with Ten/10 Apparel’s style, brand guidelines, and quality standards, and only while maintaining an active relationship with Ten/10 Apparel.
17.3 Buyer shall not reproduce or alter Ten/10 Apparel copyright or trademark notices, or create derivative works without prior written permission.
18. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (or another state you choose), without regard to conflict of law principles. Any dispute shall be resolved in the state or federal courts located in your chosen jurisdiction (or via arbitration if so agreed).
19. Confidentiality
19.1 Buyer shall keep strictly confidential all non-public information (pricing, product construction, programs, etc.) disclosed by Ten/10 Apparel and use it only to perform under this Agreement.
19.2 This obligation survives termination or expiration of the wholesale relationship.
20. Miscellaneous
20.1 Force Majeure: Neither party is liable for delays or failures due to causes beyond its reasonable control (natural disasters, labor disputes, supply shortages, etc.).
20.2 No Waiver: Failure to enforce any term shall not waive that or any other term.
20.3 Assignment: Buyer may not assign its rights or obligations without Ten/10 Apparel’s prior written consent.
20.4 Notices: All notices under this Agreement shall be in writing and delivered by email, mail, or courier to the parties’ designated addresses.
20.5 Independent Contractors: The parties are independent, and nothing in this Agreement creates a joint venture, agency, or partnership.
20.6 Survival: Sections that by their nature should survive termination (e.g. confidentiality, intellectual property, limitations of liability, warranty disclaimers) shall survive.
21. Ten/10 Apparel’s Rights
21.1 Ten/10 Apparel reserves the right to suspend or terminate Buyer’s wholesale account at any time, for cause (e.g. non-payment, MAP violations, channel violations) or without cause, upon notice.
21.2 Upon termination, Buyer must cease selling Ten/10 Apparel products, pay outstanding invoices, and may (if requested) return unsold stock under the return policy terms.
21.3 Buyer’s rights to use Ten/10 Apparel’s trademarks, branding, and marketing materials cease upon termination.