Terms of service

WHOLESALE RESELLER AGREEMENT

Featherlight Frames Needlepoint LLC

This Wholesale Reseller Agreement (the "Agreement") is entered into by and between Featherlight Frames Needlepoint LLC, a Georgia limited liability company ("Company"), and any person or entity that places a wholesale order with Company or executes this Agreement ("Wholesale Partner"). This Agreement is intended to function as a standing wholesale agreement. Company is willing to sell Products to Wholesale Partner only on the condition that Wholesale Partner accepts and agrees to be bound by this Agreement in its entirety. By submitting a wholesale order, paying a deposit or invoice, accepting shipment, or signing this Agreement, Wholesale Partner acknowledges that it has read, understood, and agreed to all terms and conditions set forth below.

The parties therefore agree as follows:

1. Definitions.

1.1 "Products" means all goods offered by Company for wholesale purchase, including without limitation Company's needlepoint frames, frame systems, proprietary tack solution, specialty tacks, replacement tacks, related accessories, packaging, components, and any updated, modified, derivative, successor, or companion products offered by Company from time to time.

1.2 "Company Pricing" means the retail prices, sale prices, and other pricing displayed by Company on its official website, official invoices, official line sheets, or other written pricing communications issued by Company.

1.3 "MAP" means the minimum advertised price permitted under this Agreement, which shall never be lower than the price then being publicly advertised by Company for the same Product.

1.4 "Confidential Information" means all non-public business, technical, sourcing, design, product, pricing, customer, operational, and financial information relating to Company or its Products, whether disclosed orally, in writing, visually, electronically, or by inspection.

1.5 "Wholesale Order" means any purchase order, order form, preorder, invoice acceptance, deposit payment, or other request by Wholesale Partner to purchase Products for resale.

2. Appointment; Scope of Relationship.

2.1 Subject to this Agreement, Company may sell Products to Wholesale Partner for resale in the ordinary course of Wholesale Partner's business. No exclusivity, protected territory, minimum exclusivity right, or guaranteed inventory allocation is granted unless Company separately agrees in a writing signed by Company.

2.2 Wholesale Partner is an independent purchaser and reseller. Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary relationship, agency relationship, or employment relationship between the parties. Wholesale Partner has no authority to bind Company or make representations on Company's behalf except as Company expressly authorizes in writing.

2.3 Company reserves the right, in its sole discretion, to accept or reject any Wholesale Order, impose account requirements, limit quantities, suspend account privileges, or discontinue the sale of any Product at any time.

3. Eligibility; Resale Status; Compliance with Law.

3.1 Wholesale Partner represents and warrants that it is a legally operating business in good standing and is purchasing Products solely for resale and not for personal, household, or consumer use.

3.2 Wholesale Partner shall obtain and maintain all licenses, permits, resale certificates, tax registrations, and other authorizations required for its purchase, advertisement, sale, shipment, and distribution of Products.

3.3 Wholesale Partner shall comply with all applicable federal, state, and local laws, rules, and regulations relating to its business operations, marketing, pricing, taxes, consumer protection obligations, and resale of Products.

3.4 Wholesale Partner is solely responsible for all sales, use, excise, value-added, customs, and similar taxes, duties, and governmental charges arising from its purchase or resale of Products, except taxes imposed on Company's net income.

4. Pricing; Quotes; Payment Terms.

4.1 All wholesale pricing is established by Company and may be changed by Company at any time in its sole discretion, with or without advance notice, except that accepted Wholesale Orders shall be invoiced at the pricing confirmed by Company for that accepted order.

4.2 Any quote, line sheet, catalog, price list, email, or other pricing communication by Company is informational only and shall not bind Company unless and until Company accepts the applicable Wholesale Order.

4.3 Unless Company expressly agrees otherwise in writing, each accepted Wholesale Order requires a deposit equal to fifty percent (50%) of the total order amount, and the remaining fifty percent (50%) balance must be paid in full before shipment, delivery, or release of Products.

4.4 Company may require payment by ACH, wire transfer, check, credit card, or any other payment method Company approves. Company may refuse personal checks, charge convenience fees where permitted, and require cleared funds before production or shipment.

4.5 Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, together with all costs of collection.

5. Deposit; Order Finality; No Changes; Forfeiture.

5.1 The fifty percent (50%) deposit required under this Agreement is earned by Company upon receipt and is non-refundable except where Company expressly agrees otherwise in a writing signed by Company.

5.2 Once Company receives a deposit for a Wholesale Order, that Wholesale Order becomes final, binding, and committed. Wholesale Partner shall not cancel, reduce, postpone, split, substitute, reconfigure, modify, or otherwise alter the Wholesale Order after deposit is paid.

5.3 If Wholesale Partner requests any change to an accepted Wholesale Order after deposit is paid, Company may, in its sole discretion, deny the request, treat the request as a cancellation, require submission of a new order, and/or retain the entire original deposit. Any accommodation by Company of a change request shall be a courtesy only and shall not waive Company's right to retain the original deposit.

5.4 Wholesale Partner acknowledges and agrees that the deposit compensates Company for reserving production capacity, purchasing or allocating materials, assigning labor, planning fulfillment, incurring administrative costs, and losing the opportunity to sell that production capacity to others. Wholesale Partner further agrees that deposit forfeiture under this Section is reasonable and not a penalty.

5.5 If Wholesale Partner fails to timely pay the remaining balance when due, Company may suspend production, withhold shipment, cancel the order, resell the affected Products, retain the deposit, and pursue any other remedies available under this Agreement or applicable law.

6. Production; Lead Times; Fulfillment; Shipping.

6.1 Any production schedule, ship date, arrival estimate, lead time, or delivery projection provided by Company is an estimate only and not a guarantee.

6.2 Company shall not be liable for delays caused by material shortages, vendor delays, transportation disruptions, labor constraints, force majeure events, acts of government, weather, carrier interruptions, or any other event beyond Company's reasonable control.

6.3 Company may make partial shipments, allocate inventory among customers, substitute commercially reasonable packaging, and ship in the sequence or quantities Company determines appropriate.

6.4 Unless otherwise agreed in writing, risk of loss and title to Products pass to Wholesale Partner upon Company's delivery of the Products to the carrier, freight provider, or other shipping service. Shipping dates and methods are selected by Company unless otherwise agreed in writing.

6.5 Wholesale Partner is responsible for freight charges, insurance, duties, brokerage fees, and any additional accessorial charges unless Company expressly agrees otherwise in writing.

7. Inspection; Claims; Returns; No Setoff.

7.1 Wholesale Partner shall inspect each shipment immediately upon receipt. Any claim for shortage, shipping damage visible on delivery, defect, nonconformity, or other issue must be reported to Company in writing within five (5) business days after receipt, with reasonable supporting detail and photographs where applicable.

7.2 Failure to provide timely written notice within that five-business-day period constitutes unconditional acceptance of the shipment and a waiver of the claim to the fullest extent permitted by law.

7.3 No return, credit, replacement, chargeback, deduction, or offset is permitted without Company's prior written authorization. If Company determines that a return or adjustment is appropriate, Company may elect, in its sole discretion, to replace the Product, issue a credit, repair the Product if applicable, or deny the claim.

7.4 Wholesale Partner shall preserve all packaging and affected Products for inspection until the claim is resolved. Damage occurring in transit after risk of loss has passed is a carrier matter unless otherwise required by law.

7.5 Wholesale Partner shall not withhold, offset, or deduct any amount from any invoice based on a dispute, pending claim, or alleged counterclaim unless Company expressly consents in writing.

8. Resale Restrictions; MAP; No Undercutting Company Pricing.

8.1 Wholesale Partner shall not advertise, display, list, market, offer, or sell any Product at a price lower than Company Pricing then publicly advertised by Company for that Product.

8.2 Wholesale Partner may price match Company only during the same active promotional window in which Company itself is publicly offering the lower price for that same Product. Once Company's promotion ends, Wholesale Partner must immediately restore its advertised and selling price to a level no lower than Company's then-current public price.

8.3 Wholesale Partner shall not evade or circumvent this Section through coupons, discount codes, rebates, gift cards, loyalty credits, rewards points, free add-ons, bundled pricing, below-cost shipping, cart-level discounts, membership pricing, buy-one-get-one offers, marketplace promotions, or any other mechanism that reduces the effective advertised or selling price below Company Pricing.

8.4 Wholesale Partner shall not represent any Product as discounted, clearance, closeout, overstock, liquidation, or similar unless Company has publicly represented the same Product in a materially similar manner or Company gives prior written approval.

8.5 Wholesale Partner acknowledges that Company's pricing protections are material to preserving brand value, channel stability, and fair dealing among resellers, and that any breach of this Section will cause harm that is difficult to quantify precisely.

9. Sales Channels; Brand Presentation; Marketing Use.

9.1 Wholesale Partner shall sell Products only through lawful sales channels that are consistent with the quality, reputation, and positioning of Company's brand. Company may prohibit specific channels or marketplaces by written notice.

9.2 Wholesale Partner shall not remove, obscure, alter, or replace Company branding, packaging, inserts, labels, warnings, or identifying marks, and shall not repackage Products in a manner that could reasonably impair the quality, integrity, or reputation of the Products or Company.

9.3 Wholesale Partner may use Company's trademarks, trade names, logos, product names, and product images solely to market authentic Products purchased from Company and only in a manner consistent with Company's then-current brand standards, if any. All goodwill arising from such use inures exclusively to Company.

9.4 Wholesale Partner shall not make false, misleading, or unapproved claims about Company or any Product and shall not suggest any sponsorship, exclusivity, certification, or partnership beyond the fact that it is permitted to resell Products under this Agreement.

10. Confidentiality; Non-Disclosure; Use Restrictions.

10.1 Wholesale Partner shall keep Company's Confidential Information strictly confidential and shall not disclose it to any third party except to employees or professional advisers who have a need to know the information for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement.

10.2 Wholesale Partner shall use Confidential Information solely to purchase and resell Products in accordance with this Agreement and for no other purpose.

10.3 Confidential Information includes, without limitation, wholesale pricing, pricing methodology, sourcing information, supplier identities, manufacturing know-how, product dimensions, product specifications, compatibility data, tack specifications, customer and account information, business methods, and non-public plans or improvements.

10.4 Upon Company's request or upon termination of this Agreement, Wholesale Partner shall promptly cease use of and, to the extent practicable, return or destroy Confidential Information in its possession, except for archival copies maintained in the ordinary course of business or as required by law.

10.5 The obligations in this Section do not apply to information that Wholesale Partner can prove by contemporaneous written evidence: (a) was publicly available through no breach by Wholesale Partner; (b) was lawfully known by Wholesale Partner without restriction before disclosure by Company; or (c) was lawfully received from a third party without a duty of confidentiality. The burden of proof is on Wholesale Partner.

11. Intellectual Property; Proprietary Rights; No Implied License.

11.1 Company retains all right, title, and interest in and to the Products, product designs, product dimensions, product specifications, construction methods, compatibility standards, tack sizing and functionality, packaging, trade dress, branding, trademarks, service marks, copyrights, know-how, trade secrets, inventions, and all other intellectual property and proprietary rights related to the Products and Company's business.

11.2 No sale of Products and no disclosure by Company grants Wholesale Partner any ownership interest, license, shop right, implied license, or other right to copy, use, exploit, modify, manufacture, improve, or create derivative works from Company's intellectual property except the limited right to resell authentic Products purchased from Company under this Agreement.

11.3 Wholesale Partner shall not use any Product, sample, image, specification, dimension, measurement, or other information relating to the Products as a benchmark, template, reference, sample, or starting point for the design, sourcing, development, or manufacture of any competing good.

12. Non-Manufacturing; No Reproduction; No Reverse Engineering; Five-Year Restriction.

12.1 During the term of this Agreement and for five (5) years following the later of (a) Wholesale Partner's last purchase of any Product from Company or (b) termination or expiration of this Agreement for any reason, Wholesale Partner shall not, directly or indirectly, for itself or for any other person or entity, manufacture, reproduce, replicate, copy, redesign, reverse engineer, deconstruct, disassemble, analyze for manufacture, derive specifications from, commission, source, import, distribute, market, or sell any product that is identical to, derived from, substantially similar to, inspired by, or intended to compete with any Product.

12.2 This restriction applies whether the competing item is exact, modified, improved, relabeled, dimensionally adjusted, aesthetically altered, combined with other features, or claimed to have been independently developed, if it serves a substantially similar functional purpose or is derived in whole or in part from Company's Products, designs, dimensions, specifications, or know-how.

12.3 Wholesale Partner shall not assist, encourage, finance, facilitate, or enable any manufacturer, supplier, designer, consultant, reseller, affiliate, employee, contractor, or third party to engage in conduct prohibited by this Section.

13. Tack and Accessory Protection; Five-Year Restriction.

13.1 During the term of this Agreement and for five (5) years following the later of Wholesale Partner's last purchase or the termination or expiration of this Agreement, Wholesale Partner shall not, directly or indirectly, manufacture, source, commission, develop, import, distribute, market, or sell any tacks, fasteners, pins, accessory hardware, or similar items that are designed to fit, function with, be compatible with, or serve the same commercial purpose as Company's proprietary tack solution for Company's frames.

13.2 The restriction in this Section applies regardless of whether the competing tack or accessory is modified, improved, resized, marketed differently, or claimed to have been independently developed, if it is intended for substantially similar functional use with Company's frames or frame system.

13.3 Wholesale Partner acknowledges that Company's tack solution has been specifically designed for use with Company's frames and is a protected part of Company's product ecosystem and business advantage.

14. Supplier Non-Circumvention; Five-Year Restriction.

14.1 During the term of this Agreement and for five (5) years following the later of Wholesale Partner's last purchase or the termination or expiration of this Agreement, Wholesale Partner shall not, directly or indirectly, identify, contact, solicit, engage, transact with, or attempt to transact with any manufacturer, supplier, contractor, production partner, or sourcing intermediary that Company uses or has used in connection with the Products or Company's business, for the purpose of obtaining products that are identical to, derived from, substantially similar to, inspired by, or competitive with the Products.

14.2 Wholesale Partner shall not attempt to discover Company's suppliers through inspection, reverse engineering, direct inquiry, internet searches, import data, third-party sourcing agents, or any other means, for any purpose prohibited by this Agreement.

14.3 This Section applies regardless of whether the supplier relationship becomes publicly known or could arguably be discovered independently. Wholesale Partner acknowledges that Company's supplier relationships are confidential, proprietary, and a material part of Company's competitive advantage.

15. Warranties; Disclaimers.

15.1 Company warrants only that, at the time risk of loss passes, the Products will materially conform to Company's then-current written specifications, if any, for the applicable Products. This limited warranty is conditioned on Wholesale Partner's timely inspection and notice under Section 7.

15.2 Except as expressly set forth in Section 15.1, the Products are provided "as is" and "with all faults," and Company disclaims, to the fullest extent permitted by law, all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing, usage, or trade practice.

15.3 Company does not warrant that Products will meet Wholesale Partner's individual merchandising goals, profitability targets, customer demand forecasts, or intended use cases beyond Company's own written descriptions of the Products.

16. Indemnification.

16.1 Wholesale Partner shall defend, indemnify, and hold harmless Company and its owners, managers, members, employees, contractors, agents, successors, and assigns from and against any and all claims, actions, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees and expenses, arising out of or relating to: (a) Wholesale Partner's breach of this Agreement; (b) Wholesale Partner's advertising, marketing, resale, storage, handling, shipment, or use of the Products; (c) Wholesale Partner's violation of law; (d) Wholesale Partner's negligence, misconduct, or misrepresentation; or (e) any claim by Wholesale Partner's customer or downstream purchaser, except to the extent finally determined by a court of competent jurisdiction to have been caused solely by Company's gross negligence or willful misconduct.

17. Liquidated Damages; Equitable Relief; Attorneys' Fees.

17.1 Wholesale Partner acknowledges that breaches of Sections 8, 10, 11, 12, 13, and 14 are likely to cause immediate and difficult-to-measure harm to Company, including loss of goodwill, price erosion, product copying, channel disruption, and competitive injury, and that actual damages may be difficult or impracticable to calculate with precision.

17.2 Accordingly, and without limiting any right to seek injunctive or other equitable relief, Wholesale Partner agrees that the following liquidated damages are a fair and reasonable pre-estimate of the harm likely to result from the specified breaches and are not intended as a penalty: (a) for each MAP violation, One Thousand Dollars ($1,000) per violation or per day of non-compliance, whichever is greater; (b) for each instance of product replication, reverse engineering for manufacture, competing frame manufacture, or tack/accessory violation, Twenty-Five Thousand Dollars ($25,000) per occurrence, plus any profits or other gains derived from such conduct to the extent recoverable under applicable law; and (c) for each supplier non-circumvention violation, Twenty-Five Thousand Dollars ($25,000) per occurrence.

17.3 Wholesale Partner agrees that Company shall be entitled to temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies for any actual or threatened breach of Sections 8, 10, 11, 12, 13, or 14, without the need to prove actual damages are adequate and, to the extent permitted by law, without the necessity of posting bond.

17.4 In any dispute, action, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party, in addition to any other relief awarded, to the fullest extent permitted by law.

18. Suspension; Termination; Effect of Termination.

18.1 Company may suspend performance, place orders on hold, revoke wholesale privileges, or terminate this Agreement immediately upon notice if Wholesale Partner breaches this Agreement, fails to make any payment when due, violates Company's pricing policies, impairs Company's brand, or otherwise acts in a manner Company reasonably believes is inconsistent with Company's business interests.

18.2 Termination or suspension does not limit Company's right to retain deposits, collect unpaid amounts, recover damages, obtain equitable relief, or pursue any other remedy available under this Agreement or applicable law.

18.3 Upon termination, Wholesale Partner shall immediately cease using any Company Confidential Information except as required for lawful sell-through of then-existing authentic inventory if Company permits such sell-through in writing. Sections 5, 8, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, and 21 survive termination, together with any other provisions that by their nature should survive.

19. Limitation of Liability.

19.1 To the fullest extent permitted by law, Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of business, loss of goodwill, loss of anticipated savings, or interruption of business, whether arising in contract, tort, strict liability, or otherwise, even if Company has been advised of the possibility of such damages.

19.2 To the fullest extent permitted by law, Company's aggregate liability arising out of or relating to this Agreement or the Products shall not exceed the total amount actually paid by Wholesale Partner to Company for the specific Products giving rise to the claim during the ninety (90) days immediately preceding the event giving rise to the claim.

20. Force Majeure.

20.1 Company shall not be liable or deemed in breach for any delay or failure in performance caused in whole or in part by events beyond its reasonable control, including acts of God, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, interruption of transportation, shortage of labor or materials, utility failures, governmental action, embargoes, supplier failures, or carrier delays.

21. Miscellaneous.

21.1 Notices. Any notice required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by nationally recognized courier, sent by certified mail return receipt requested, or sent by email to the contact information used by the parties in the ordinary course of business, provided that email notice alone shall not be sufficient for service of process.

21.2 Assignment. Wholesale Partner may not assign, delegate, transfer, or sublicense any right or obligation under this Agreement without Company's prior written consent. Any attempted assignment in violation of this Section is void. Company may assign this Agreement in connection with a merger, sale of assets, reorganization, or similar transaction.

21.3 No Waiver. No waiver of any breach or default is effective unless in writing and signed by the waiving party. No waiver of any breach is a waiver of any prior, concurrent, or subsequent breach.

21.4 Severability; Reformation. If any provision of this Agreement is held unenforceable, that provision shall be enforced to the maximum extent permitted by law, reformed if necessary to reflect the parties' intent as closely as possible, and the remaining provisions shall remain in full force and effect.

21.5 Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive statement of the agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous proposals, communications, and understandings, whether oral or written. No amendment or modification is binding unless in a writing signed by Company. Any terms submitted by Wholesale Partner that are additional to or inconsistent with this Agreement are rejected and shall have no force or effect unless Company expressly agrees in a signed writing.

21.6 Governing Law; Venue; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-law rules. Wholesale Partner irrevocably submits to the exclusive jurisdiction of the state courts located in Fayette County, Georgia, and the federal court serving Fayette County, Georgia, for any action or proceeding arising out of or relating to this Agreement, and waives any objection based on venue, forum non conveniens, or similar doctrine.

21.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered electronically, by PDF, or through an electronic signature platform shall be deemed effective and binding to the fullest extent permitted by law.

21.8 Interpretation. Headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation." This Agreement shall be construed without any presumption against the drafting party.