WHOLESALE TERMS AND CONDITIONS

BUYER TERMS AND CONDITIONS ACCEPTANCE:

America Fashion Clothing Inc DBA DAGACCI, (herein after “DAGACCI" and/or "Seller") acceptance of your (the “Buyer”) application and wholesale orders is expressly made conditional on Buyer's agreement to these terms and conditions. The terms and conditions set forth on this wholesale/buyer application, order confirmation and/or invoice will govern ALL transactions between the Buyer and the Seller. Seller specifically rejects any terms or provisions which set any standards, specifications or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions.

By requesting DAGACCI to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.

1. MINIMUMS

Opening order/Reorder: A minimum quantity of 25 sets

2. PAYMENT & ORDER TRANSACTIONS

2.1 Unless otherwise agreed to in writing, payment for the Goods shall be made at the time the order is placed via Buyer’s credit card or Paypal.

2.2 DAGACCI may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. DAGACCI shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of DAGACCI, a credit memo and/or refund- in this instance only, will be processed.

2.3 Once you submit an order, it cannot be cancelled by you. All sales are final.

2.4 Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase.

2.5 Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee. Restocking fees will be charged to your credit card on file at the time of the transaction.

2.6 No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.

2.7 Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods.

3. DUTIES/TAXES/FEES

3.1 All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be the Buyer’s responsibility.

4. SALE OF GOODS & MSRP

4.1 You acknowledge that you are acquiring the Goods for the purposes of trade or business only.

4.2 Any resale of DAGACCI products on public forums such as Amazon.com , Walmart.com or ebay.com are expressly prohibited. DAGACCI shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.

4.3 The Goods must be sold at the recommended retail price (as notified to you DAGACCI) unless the Goods are advertised as being “on sale” or the equivalent.

6. SHIPPING AND RISKS

6.1 For orders within the United States:

Unless otherwise agreed to in writing, DAGACCI shall arrange delivery of the Goods to you and you will be responsible for the costs associated with delivery. Orders will be shipped via FedEx, UPS or USPS. While the delivery service utilized by DAGACCI may include insurance for the Goods during transit, DAGACCI makes no representations and gives no warranties in respect to such insurance and you will be responsible for obtaining any specific insurance you require in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.

Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.

6.2 For International orders:

Unless otherwise agreed to in writing, you shall be responsible for the cost of transportation of the Goods from the premises of DAGACCI. Risk in respect of the Goods shall pass to you when the Goods are made available to the delivery carrier. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery (carrier).

7. NOTICE OF DEFECTS/RETURNS

7.1 The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within the first 7 days after receiving the Goods. The Seller cannot be responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer to inspect upon receipt, that all Goods delivered matches the items ordered / invoiced.

7.2 If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.

8. ACCEPTANCE OF GOODS WITH KNOWN DEFECTS WAIVES CLAIMS FOR DAMAGES

8.1 Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the merchandise.

9. RETURNS

9.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See item #7 for Notice of Defects).

9.2 Purchases made by Buyer through DAGACCI Wholesale are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging with all tags attached. Whether or not items are eligible for exchange is at the sole discretion of DAGACCI. All exchanges must be initiated within 7 days of receipt of goods.

9.3 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Seller as well as the shipping of the new product to the Buyer. Buyer authorizes Seller to sell any garments that have been exchanged, rejected, or abandoned.

10. MODIFICATION OF GOODS

10.1 If you modify the goods, they are immediately ineligible for return or exchange. Once merchandise is printed, garment dyed, washed or altered in anyway, the Buyer cannot return or make a claim relating to such merchandise. The Seller is not responsible for fallout or loss during the garment dye process.

11. SAMPLES AND IMAGES

11.1 Unless otherwise expressed in writing, DAGACCI does not warrant that the quality, weight, designs or color of the Goods corresponds to any specific description, image or sample.

12. INTELLECTUAL PROPERTY

12.1 You undertake to use the Brand Name and, if required by DAGACCI, Logo when advertising Goods supplied by DAGACCI and anywhere where the Goods are described or named including on websites, labels and invoices.

12.2 DAGACCI grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the DAGACCI Brand Name and, if applicable, Logo for the purposes mentioned above in this section.

12.3 You must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property of DAGACCI

12.4 The license in clause 12.2 may be revoked by DAGACCI by written notice to you.

13. LIABILITY

13.1 DAGACCI shall not be liable:

where you have altered or modified the Goods, misapplied the Goods, not followed DAGACCI‘s instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
for defects in any Goods manufactured by any Third Party;
for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
for any indirect or consequential loss of any kind

14. EXCLUSION OF IMPLIED WARRANTIES

14.1 DAGACCI shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of merchantability and fitness applying to the Goods sold by Seller. In any event, the maximum liability shall be equal to repayment by DAGACCI to the Buyer of the payment made for the delayed or defective part of the order.

15. DETERIORATION OF BUYER'S CREDIT

15.1 The Seller has the right, in addition to other Remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer's financial condition become unsatisfactory to the Seller, the Seller may require cash payments or satisfactory securities for delivery of goods.

15.2 DAGACCI may terminate this agreement with immediate effect by giving written notice to you if:

you have failed to comply with a written notice given by DAGACCI specifying a breach of the agreement and requiring you to remedy it within 14 days; or
being an individual, you are made bankrupt; or
being a company, you are placed in liquidation or receivership.

On termination, DAGACCI shall have the right to deal with the Goods at its absolute discretion.

16. JURISDICTION

16.1 Any transactions between the Buyer and the Seller are governed by the laws of Georgia. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Alpharetta, Georgia, for any claims or controversies arising in the sale of garments by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer or its Guarantor in the province or state of its domicile. However, the foregoing shall not in any way diminish or limit the arbitration provisions set forth below.

17. ARBITRATION

17.1 AGREEMENT TO BINDING ARBITRATION

DAGACCI and Buyer agree that upon the demand of either party, any claim or dispute between DAGACCI and Buyer and/or any of either parties' parent corporation's, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be determined by binding arbitration as set forth in this Agreement. DAGACCI and Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.

17.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL

DAGACCI and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. DAGACCI and Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.

17.3 COSTS OF ARBITRATION

The Parties shall each bear their own costs and attorney's' fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's' fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.

18. AMENDMENTS

18.1 These terms and conditions may be amended or replaced from time to time by DAGACCI. Any order placed after such amendment is made will represent an agreement by you to be bound by the amended terms and conditions.

AGREEMENT AND ACKNOWLEDGEMENT

Buyer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.

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