WHOLESALE TERMS & CONDITIONS
SUPPLIER EARTH LIMITED
Hong Kong SAR
Version 1.0
These Wholesale Terms & Conditions ("Terms") apply to all wholesale purchases from SUPPLIER EARTH LIMITED ("Supplier", "we", "our", or "us"). By placing an order, the customer ("Customer", "you", or "your") agrees to these Terms.
1. Minimum Order Requirement
The minimum wholesale order is 50 units per order.
There is no minimum quantity requirement per SKU unless otherwise agreed in writing.
2. Pricing
All prices are quoted exclusive of applicable taxes, duties, VAT, import fees, and shipping costs.
Prices are subject to change without prior notice. The price confirmed on the invoice shall apply to the order.
3. Payment Terms
Full payment is due within seven (7) days of the invoice date and prior to shipment.
Orders will not be shipped until payment has been received in full.
Late payments may be subject to reasonable interest charges and collection costs as permitted by applicable law.
4. Custom, Private Label and Special Orders
Orders for custom-made, private-label, customized, specially sourced, or non-standard products require a non-refundable deposit of fifty percent (50%) of the order value before production or procurement begins.
Once a custom or private-label order has entered production, procurement, design, packaging development, or any other fulfillment process, it may not be cancelled.
The remaining balance must be paid in accordance with the agreed payment terms and, in all cases, before shipment.
If the Customer cancels a custom or private-label order after work has commenced, the Supplier reserves the right to retain the deposit and recover any additional costs incurred.
5. Shipping and Delivery
Shipping costs are the responsibility of the Customer.
The Customer may provide its own shipping account, or the Supplier may arrange shipping, with all shipping charges invoiced to the Customer.
Delivery dates are estimates only and are not guaranteed.
The Supplier shall not be liable for delays caused by carriers, customs authorities, government actions, force majeure events, or other circumstances beyond its reasonable control.
6. Transfer of Risk and Title
Risk of loss or damage passes to the Customer upon delivery of the goods to the carrier or collection by the Customer, whichever occurs first.
Title and ownership of the goods remain with SUPPLIER EARTH LIMITED until all invoices relating to the goods have been paid in full.
The Supplier reserves the right to recover unpaid goods where legally permitted.
7. Duties, Taxes and Import Compliance
The Customer is solely responsible for all import duties, customs charges, taxes, permits, certifications, and regulatory requirements applicable in the destination country.
The Supplier shall not be responsible for customs delays, refusals, seizure of goods, or additional charges imposed by local authorities.
Any costs incurred by the Supplier resulting from the Customer's failure to comply with import requirements may be charged to the Customer.
8. Inspection and Claims
The Customer must inspect all goods immediately upon receipt.
Any claim relating to:
- Damaged products; or
- Missing or incorrect quantities
must be submitted in writing within three (3) business days of delivery.
Claims made after this period may not be accepted.
The Supplier may require photographs, shipping documents, and other supporting evidence before processing a claim.
9. Returns
Returns are generally not accepted.
Returns may only be considered for products that are:
- Damaged during transit; or
- Defective under normal use.
No returns will be accepted for:
- Unsold inventory;
- Overstock;
- Customer ordering errors;
- Change of mind.
All returns require prior written authorization from the Supplier.
10. Product Warranty
Products are covered by a one (1) year limited warranty against manufacturing defects under normal and intended use.
The warranty does not cover:
- Misuse;
- Improper installation;
- Unauthorized modifications;
- Accidental damage;
- Normal wear and tear.
The Supplier may, at its sole discretion, repair, replace, or refund verified defective products.
11. Order Cancellation
Standard stock orders may be cancelled only before payment is received and are subject to a 5% administrative fee based on the order value.
Custom-made, private-label, customized, specially sourced, or non-standard products are governed by Clause 4 and may not be cancelled once production, procurement, or development activities have commenced.
Once payment has been received, the order is considered confirmed and may not be cancelled without the Supplier's written approval.
12. Marketing Materials and Intellectual Property
All trademarks, product names, logos, photographs, marketing materials, packaging designs, and other intellectual property remain the property of SUPPLIER EARTH LIMITED.
Customers may use approved product images and branding solely for the purpose of promoting and selling Supplier products.
Prior written approval from the Supplier is required before using any branding, images, marketing materials, or other intellectual property.
13. Resale
Customers may resell Supplier products worldwide, including through physical stores, websites, and online marketplaces.
No territorial exclusivity is granted unless expressly agreed in writing by the Supplier.
14. Pricing Policy (MAP)
Customers shall not advertise or publicly offer Supplier products below the Supplier's current Minimum Advertised Price ("MAP") policy.
Advertised pricing should remain aligned with pricing displayed on the Supplier's official website unless otherwise authorized in writing.
Repeated violations may result in suspension or termination of wholesale privileges.
15. Drop Shipping
Drop-shipping is not permitted unless expressly approved in writing by the Supplier.
16. Shipping Insurance
Shipping insurance is available at the Customer's request and expense.
Where insurance is requested or required, all related insurance costs shall be charged to the Customer.
17. Limitation of Liability
To the fullest extent permitted by law, the Supplier's total liability arising from or relating to any order shall not exceed the purchase price paid for the affected products.
The Supplier shall not be liable for any indirect, incidental, consequential, special, exemplary, or lost-profit damages.
18. Force Majeure
The Supplier shall not be responsible for any delay, failure, or inability to perform caused by circumstances beyond its reasonable control, including but not limited to:
- Natural disasters;
- Epidemics or pandemics;
- Acts of government;
- Customs delays;
- Labor disputes;
- Transportation disruptions;
- Shortages of materials;
- War or civil unrest.
19. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.
Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Hong Kong SAR.
20. Entire Agreement
These Terms constitute the entire agreement between the Supplier and the Customer regarding wholesale purchases and supersede all prior discussions, negotiations, representations, or agreements.
SUPPLIER EARTH LIMITED
Wholesale Terms & Conditions
Version 1.0