Retail and Wholesale Terms and Conditions
Tailgate Tikes LLC
Wholesale Terms and Conditions of Sale
Effective Date: January 1, 2025
IMPORTANT SCOPE NOTICE – WHOLESALE ONLY
These Wholesale Terms and Conditions of Sale (“Wholesale Terms”) apply exclusively to wholesale buyers purchasing products from Tailgate Tikes LLC (“Seller”) for resale (“Buyer”).
These Wholesale Terms do not apply to retail, direct-to-consumer purchases made on tailgatetikes.com or through Seller-operated consumer sales channels.
Direct-to-consumer customers are governed solely by Seller’s Terms of Service, available at: ttps://tailgatetikes.com/pages/store-policies
By submitting a wholesale purchase order, accepting delivery, or paying an invoice, Buyer agrees to be bound by these Wholesale Terms.
1. Definitions
Seller means Tailgate Tikes LLC.
Buyer means the wholesale purchaser acquiring products for resale.
Products means all goods sold by Seller to Buyer under invoice or purchase order.
Invoice means Seller’s issued invoice governing pricing, quantities, and shipment.
2. Pricing; Title; Risk of Loss
Prices are as stated on Seller’s invoice.
All sales are F.O.B. Seller’s facility or shipping point unless otherwise agreed to in writing.
Risk of loss transfers to Buyer upon tender to the carrier.
Title to Products remains with Seller until full payment is received.
3. Payment Terms
Standard payment terms are Net 30 from invoice date unless otherwise agreed in writing.
Partial shipments are invoiced and payable pro-rata.
No deductions, offsets, or chargebacks are permitted without Seller’s prior written approval.
Past-due balances accrue interest at 1.5% per month, compounded monthly.
Buyer is responsible for all reasonable collection costs, including attorneys’ fees.
4. Delivery; Storage
If Buyer delays acceptance of shipment beyond seven (7) days of the scheduled ship date, Seller may invoice on the original ship date.
Seller may store Products at Buyer’s expense until shipment is completed.
5. Inspection; Returns; Claims
Buyer must inspect all Products immediately upon receipt.
Defective, damaged, or incorrect Products must be reported within seven (7) calendar days of delivery. Claims must include photographs and a written description. Failure to report within this period constitutes acceptance.
All returns require prior written authorization and an RMA number. Unauthorized returns will not be accepted.
Buyer is responsible for return shipping costs unless Seller confirms a defect or Seller error. Returned Products must be unused, unwashed, in original packaging, with tags intact.
Approved non-defective returns may be subject to a fifteen percent (15%) restocking fee. Shipping charges are non-refundable. All Final Sale items are non-returnable.
6. Limited Warranty; Disclaimer
Seller warrants that Products, at the time they leave Seller’s facility, are free from defects in material and workmanship.
Except as expressly stated above, Seller disclaims all warranties, including any implied warranties of merchantability or fitness for a particular purpose.
7. Exclusive Remedy; Limitation of Liability
Buyer’s sole and exclusive remedy for defective Products shall be, at Seller’s option, replacement of the defective Product or refund of the purchase price upon return of the Product to Seller.
Seller shall not be liable for defects caused by misuse, mishandling, alteration, or acts or omissions of Buyer or Buyer’s customers.
In no event shall Seller be liable for incidental, consequential, or special damages, including lost profits.
Seller’s maximum liability shall not exceed the invoice value of the affected Products.
8. Trademarks and Branding
Each party retains ownership of its respective trademarks and intellectual property.
Buyer receives no license beyond resale of Products as delivered and may not alter, repackage, or co-brand Products without Seller’s prior written consent.
Buyer must obtain Seller’s written approval before listing Products on any Buyer-operated website. Seller reserves the right to review and approve branding, imagery, and product descriptions.
9. Indemnification
Buyer shall indemnify, defend, and hold Seller harmless from any claims, damages, losses, or expenses arising from Buyer’s resale activities, marketing, representations, or failure to comply with applicable laws, provided Seller has complied with these Wholesale Terms.
10. Independent Contractor
Nothing in these Wholesale Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
11. Slotting, Stocking, and Placement Fees
Any slotting, stocking, or placement fees must be agreed to in writing.
If Seller provides any such consideration, Buyer agrees to maintain Product placement for a minimum of twelve (12) months from first sale. Early discontinuation requires full reimbursement to Seller of any fees, credits, or goods provided.
12. Force Majeure
Neither party shall be liable for failure or delay in performance due to events beyond reasonable control, including acts of God, labor disputes, war, governmental actions, or transportation disruptions.
13. Assignment
Neither party may assign its rights or obligations under these Wholesale Terms without prior written consent of the other party.
14. Governing Law; Venue
These Wholesale Terms are governed by the laws of the State of Texas.
Any dispute arising under these Wholesale Terms shall be brought exclusively in state or federal courts located in Texas, and the parties consent to such jurisdiction.
15. Entire Agreement; Amendments
These Wholesale Terms constitute the entire agreement between the parties unless superseded by a written master agreement executed by authorized representatives of both parties.
Any amendment must be in writing and signed by both parties.
16. Severability; Waiver
If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.
Any waiver must be in writing and shall not constitute a continuing waiver.
17. Acceptance
Acceptance of Products, payment of invoices, or submission of purchase orders constitutes acceptance of these Wholesale Terms in their entirety.
