Wholesale Agreement

To qualify for wholesale purchases, you must be a valid business and by agreeing to our terms and conditions you certify that you are such. You are only authorized to sell through the retail store that you have listed. Secondary stores, as well as website and online sales must receive prior written approval.

  1. Prices and Payment.
1.1 Prices. Merchandise prices and Manufacturer’s Suggested Retail Price (MSRP) of Merchandise are set forth on Schedule A. Seller may change wholesale prices at any time without notice. Wholesale prices and pricelists of the Seller’s products is confidential, and for the use of the Customer only.
1.2 Purchase Orders. Customer must submit written or digital purchase orders for the Merchandise no later than ten (10) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received fewer than ten (10) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Customer). All orders are processed subject to availability.
1.3 Payment. Customer will be invoiced for Merchandise orders and payment is due within Invoice Due date [Upon Receipt] of invoice date for all new Customers. All initial orders will not ship out until full payment is made. Payment Terms will be available upon Customer’s commitment level history, credit history, and volume of sales. Nuk3y Corp reserves the right to revise Customer’s Payment Terms at any time, upon written notice, depending upon any change to Customer’s commitment levels and/or sales volume.
1.4 Refund or Buy-back. Within Refund Time Limit of the conclusion of the Term, Customer may return any unsold Merchandise item(s) in original condition to Seller for a full refund of the invoice price of such Merchandise item(s). Customer shall bear the cost of shipping, handling and insurance for returned Merchandise.
  1. Shipping/Freight. Customer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), customs clearance, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Customer must notify Seller of any claimed shipping error or damage within time limit to notify of error or damage [five (5) days] of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer's claim for incorrect or damaged shipments.

2.1 Risk of loss. Risk of loss is upon the Customer once the Seller has delivered the Merchandise to the carrier. Delivery times are estimates only and the Seller shall not be liable for delays. The Seller shall not be responsible for damages from freight or delays resulting from Acts of God, and from other actions, both governmental and otherwise, including but not limited to war, riot, terrorism, disaster, strikes, civil disorder, seizure, and embargo.

2.2 Shipping/Freight Allowance.  Full freight will be prepaid on orders of $800 or more to a single destination in the continental U.S., by carrier and route of our choice. Shipments of less than $800 will not be shipped on a prepaid basis. If higher freight charges are incurred from customers specifying a carrier or route of their choice, the additional cost will be added to that customer’s invoice.

  1. Returns. Within 30 days of Customer’s receipt of Merchandise, Customer may return (i) Merchandise that does not conform to Seller’s product specifications or (ii), Merchandise damaged or shipped incorrectly if notice of condition is given within Time limit to notify of error or damage [five (5) days] of receiving the merchandise. Returns will be credited to Customer’s account or replaced.

3.1 RMA. No products may be returned without prior approval or RMA (Return Merchandise Authorization). After inspection and approval, credit may be allowed less a minimum 20% restocking charge. Freight for the returned merchandise is the responsibility of the returning party.

  1. Product Warranty. Subject to the terms and conditions of this warranty, Nuk3y extends limited mechanical and finish warranties to the original user (“Original User”) of all Nuk3y products (“Product(s)”) against defects in materials and workmanship. During the warranty period, Nuk3y will, at its option either:
      • Provide replacement parts necessary to repair the product.
      • Replace the product with a comparable product; or
      • Refund the amount you paid for the product.

      Replacement parts or products will be new or serviceably used, comparable in function and performance to the original part or product and warranted for the remainder of the original warranty period. Purchasing additional products from Nuk3y does not extend your warranty period. This warranty covers normal use of the Product(s) and Nuk3y does not warrant misuse and improper handling, lack of care, abuse, accidents, unauthorized service or parts or the combination of Nuk3y branded parts with other products and further Acts of God (lightning strikes, earthquakes, water damage and/or floods). For product warranty periods and full disclosure, please refer to Nuk3y’s warranty agreement here.

      1. Sales Channel Restrictions. Customer is only allowed to market or sale Merchandise on their retail site and on their own websites. Nuk3y products on third party online marketplaces including but not limited to: Amazon; eBay; Jet.com; Walmart and understand this is strictly prohibited by Nuk3y Corp unless agreed upon previously.
      2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF CUSTOMER.
      3. Confidentiality. Both parties acknowledge that during the term of this Agreement, each may obtain confidential information regarding the other party’s business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement.
      4. Miscellaneous.
      8.1 Buyer-Seller Relationship. The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
      8.2 Governing Law; Dispute Resolution. This agreement shall be governed by Governing State Law California law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in City where you would want to arbitrate California in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in City where you would want to receive judgement/damages California.