Retail and Wholesale Terms and Conditions
Tailgate Tikes LLC
Wholesale Terms and Conditions of Sale
Effective Date: July 9, 2026. These Wholesale Terms apply to purchase orders submitted or accepted on or after the Effective Date.
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 https://tailgatetikes.com/pages/store-policies.
Wholesale orders placed through a third-party wholesale marketplace or platform (for example, Faire) are governed by that platform's terms to the extent applicable; these Wholesale Terms apply to all direct wholesale transactions and to any matter not addressed by the applicable platform terms.
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 an invoice or purchase order.
"Invoice" means Seller's issued invoice governing pricing, quantities, and shipment.
"Licensed Products" means Products bearing the trademarks, logos, or other indicia of a collegiate institution or other licensor of Seller.
2. Orders; Acceptance; Rejection of Buyer's Terms
Each purchase order submitted by Buyer is an offer to purchase and is subject to acceptance by Seller. Seller may accept or decline any order in whole or in part. Seller's acceptance is expressly limited to these Wholesale Terms, and Seller objects to and rejects any additional or different terms contained in Buyer's purchase order, confirmation, or other document, which shall not become part of the agreement between the parties unless expressly accepted by Seller in writing.
Orders for Licensed Products may not be cancelled by Buyer after Seller has commenced production or committed inventory against the order, except with Seller's written consent.
3. Pricing; Taxes; Resale Certificate
Prices are as stated on Seller's invoice and are exclusive of all sales, use, excise, and similar taxes, which are Buyer's responsibility where applicable. Buyer shall provide Seller with a valid resale certificate or other applicable exemption documentation for each jurisdiction into which Products are shipped; absent valid documentation, Seller may collect applicable taxes.
4. Payment Terms; Credit
Unless otherwise agreed in writing by Seller, all orders require payment in full prior to shipment. Seller will issue an invoice or payment link, and orders ship promptly upon receipt of payment.
Net 30 credit terms are available only where both of the following conditions are met: (a) Buyer has been approved for credit terms by Seller in writing, following Seller's credit review or by separate written negotiation with Seller; and (b) the order total is $1,000 or more, excluding shipping and taxes. Orders under $1,000 are payable prior to shipment regardless of Buyer's credit status, unless Seller expressly agrees otherwise in writing for a specific order. Seller may modify, suspend, or withdraw credit terms at any time upon written notice, including based on Buyer's payment history or changes in Buyer's credit standing.
Payment by ACH, check, or wire transfer is accepted at no additional charge. Where permitted by applicable law and card network rules, invoices paid by credit card are subject to a processing fee of up to three percent (3%) of the invoice amount, not to exceed Seller's actual cost of acceptance. This fee does not apply to debit or prepaid card transactions. Any applicable fee will be disclosed prior to payment.
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, or the maximum rate permitted by law, whichever is less. Buyer is responsible for all reasonable collection costs, including attorneys' fees. Seller may suspend shipment of pending orders, revoke credit terms, and require prepayment while any Buyer balance is past due.
5. Title; Risk of Loss; Delivery; Storage
All sales are F.O.B. Seller's facility or shipping point unless otherwise agreed in writing. Risk of loss transfers to Buyer upon tender to the carrier. Title to Products remains with Seller until full payment is received. If Buyer delays acceptance of shipment beyond seven (7) days of the scheduled ship date, Seller may invoice as of the original ship date and may store Products at Buyer's expense until shipment is completed.
6. 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 all tags and labels 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.
7. Licensed Products; Authorized Channels; Resale Restrictions
Buyer acknowledges that Licensed Products are manufactured and sold under license agreements between Seller and its licensors, and that those agreements impose conditions on where and how Licensed Products may be sold. Buyer agrees that:
(a) Buyer shall resell Products only through Buyer's own retail store locations and Buyer's own branded website(s), and shall not sell, list, or offer Products on any third-party marketplace (including, without limitation, Amazon, eBay, Walmart Marketplace, Etsy, or similar platforms) without Seller's prior written consent;
(b) Buyer shall not sell, ship, or divert Products outside the United States, and shall not sell Products to any party Buyer knows or reasonably should know intends to resell them in violation of this Section;
(c) Buyer shall not remove, alter, obscure, or replace any hologram label, hangtag, tracking label, care label, or other label or packaging affixed to Products;
(d) Buyer shall comply with any licensor requirement communicated by Seller in writing that applies to the display, advertising, or sale of Licensed Products; and
(e) Seller may decline or cancel orders, or terminate the wholesale relationship, where Buyer's resale practices place Seller's license agreements at risk.
8. Minimum Advertised Price
Seller may publish a Minimum Advertised Price ("MAP") policy applicable to some or all Products. Where a MAP policy is in effect and has been provided to Buyer, Buyer's advertising of Products below MAP may result, at Seller's sole discretion, in refusal of future orders or termination of the wholesale relationship. Nothing in this Section restricts the price at which Buyer actually sells Products.
9. Product Safety; Compliance; Recalls
Seller's children's products are tested by independent, CPSC-accepted third-party laboratories and are supported by Children's Product Certificates ("CPCs") based on the safety rules applicable to each product. Seller will provide applicable CPCs and related compliance documentation to Buyer upon request.
Buyer shall: (a) promptly notify Seller of any product safety complaint, incident, or injury allegation involving the Products of which Buyer becomes aware; (b) maintain records of Product purchases sufficient to support lot-level traceability; (c) cooperate fully with any recall, market withdrawal, or corrective action involving the Products, at Seller's direction and in accordance with applicable law; and (d) not sell, offer, or distribute any Product that Seller has notified Buyer is subject to a recall, stop-sale, or withdrawal.
10. 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 OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. 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, improper storage, 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 AGGREGATE LIABILITY SHALL NOT EXCEED THE INVOICE VALUE OF THE AFFECTED PRODUCTS.
12. 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 used in connection with the Products.
13. Indemnification
Buyer shall indemnify, defend, and hold Seller harmless from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from Buyer's resale activities, marketing, representations, alteration of Products or labeling, or failure to comply with applicable laws or these Wholesale Terms, except to the extent such claims arise from Seller's negligence or from a defect in the Products as delivered by Seller.
14. Independent Contractor
Nothing in these Wholesale Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
15. 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.
16. 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.
17. Assignment
Neither party may assign its rights or obligations under these Wholesale Terms without the prior written consent of the other party.
18. Governing Law; Venue; Jury Waiver
These Wholesale Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising under these Wholesale Terms shall be brought exclusively in the state or federal courts located in North Carolina, and the parties consent to such jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING UNDER OR RELATING TO THESE WHOLESALE TERMS.
19. Entire Agreement; Amendments
These Wholesale Terms constitute the entire agreement between the parties with respect to the purchase and sale of Products, 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.
20. 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.
21. Acceptance
Submission of a purchase order, acceptance of Products, or payment of an invoice constitutes acceptance of these Wholesale Terms in their entirety.
