Wholesale Terms Agreement

Wholesale Terms Agreement

This Wholesale Terms Agreement ("Agreement") is entered into between District Cutlery ("Seller") and "Buyer" as of April 9 2025. By placing an order with Seller, Buyer agrees to be bound by the terms and conditions outlined herein.

1. Minimum Order Quantities (MOQ)

a. The minimum order quantity for the first wholesale order is $1,000 USD (exclusive of shipping and taxes).

b. For all subsequent orders, the minimum order quantity is $600 USD (exclusive of shipping and taxes).

c. Seller reserves the right to refuse or adjust orders that do not meet the applicable MOQ.

2. Pricing and Payment

a. Wholesale prices are provided to Buyer in Seller’s current wholesale price list and are subject to change with 30 days’ written notice.

b. Payment is due in full at the time of order unless credit terms have been expressly agreed upon in writing by Seller.

c. Accepted payment methods include bank transfer and credit card.

d. Late payments may incur a fee of 1.5% per month on the outstanding balance or the maximum rate permitted by law, whichever is lower.

3. Application for Credit Terms

a. Buyer may apply for credit terms after completing twelve (12) consecutive months of monthly wholesale orders with Seller.

b. Approval of credit terms is at Seller’s sole discretion and subject to a credit review process.

c. If approved, specific payment terms (e.g., Net 30) will be provided in a separate written agreement.

4. Shipping and Delivery

a. Shipping costs are the responsibility of Buyer unless otherwise agreed in writing.

b. Seller will make reasonable efforts to ship orders within 5-7 business days of receiving payment, but delivery dates are estimates and not guaranteed.

c. Risk of loss transfers to Buyer upon shipment from Seller’s facility.

d. Pickup is available upon request by Buyer

5. Returns and Refunds

a. Buyer must inspect all goods upon receipt and notify Seller of any defects, damages, or discrepancies within 7 days of delivery.

b. Returns are accepted only for defective or nonconforming products, subject to Seller’s prior approval.

c. Unauthorized returns will not be accepted, and no refunds will be issued for approved returns beyond 30 days from delivery.

6. Termination of Relationship

a. Seller reserves the right to terminate this Agreement and the wholesale relationship with Buyer at any time, for any reason, with or without notice, at Seller’s sole discretion.

b. Upon termination, Buyer must settle all outstanding invoices within 10 days.

7. Intellectual Property

a. Buyer acknowledges that all trademarks, logos, designs, and intellectual property associated with Seller’s products remain the exclusive property of District Cutlery.

b. Buyer may not reproduce, modify, or distribute Seller’s intellectual property without prior written consent.

8. Confidentiality

Buyer agrees to keep all pricing, terms, and proprietary information provided by Seller confidential and not to disclose it to third parties without Seller’s written consent.

9. Limitation of Liability

Seller shall not be liable for any indirect, incidental, or consequential damages arising from the sale or use of its products. Seller’s total liability shall not exceed the amount paid by Buyer for the specific order in question.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.

11. Entire Agreement

This Agreement constitutes the entire understanding between Seller and Buyer and supersedes all prior agreements or understandings, whether written or oral. Any amendments must be made in writing and signed by both parties.

Acknowledgment

By placing an order with Seller, Buyer acknowledges that they have read, understood, and agreed to be bound by these Wholesale Terms.

District Cutlery

1309 5th St NE

Washington, DC