TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (these "T&Cs") constitute the terms and conditions of sale between Holderness & Bourne, Inc. (“we” or the “Company”) and each purchaser (each a “Customer” or “you”) of goods (the “Products”) from the Company. These T&Cs apply to, and are a condition of the Company accepting, any purchaser order and, replace any and all terms and conditions set forth in any documents issued by Customer other than the purchaser order, unless otherwise agreed in advance in writing.
PAYMENT TERMS
Upon delivery of goods, full balance is due within 30 days, unless otherwise stated or agreed in advance in writing. A late fee of 3% (or the highest rate allowed by law, whichever is lower) of the outstanding balance will be charged per month on balances 60 or more days past due.
CREDIT HOLD
Accounts carrying a past due credit balance greater than $500 for 60 or more days will be placed on credit hold. Accounts on credit hold may not place new orders and any remaining open orders will be held until all past due balances are settled. Failure to resolve past due balances in a timely manner may result in the cancellation of remaining open orders, reduction in account credit terms, and/or the termination of your account with the Company.
E-COMMERCE
Customers shall not sell the Products via an e-commerce platform without the express written approval of the Company.
Customers shall not sell the Products at any discount to the Manufacturer’s Suggested Retail Price (“MSRP”) at any time via an e-commerce platform without the express written approval of the Company. The Company reserves the right to change the MSRP at any time upon written notice to Customers.
Products may not be sold via any e-commerce platform by Customers prior to being launched by the Company for sale through hbgolf.com.
ADDENDUM FOR ACCOUNTS WITH ONLINE SALES
Customers shall be prohibited from bidding on or purchasing the following keywords for paid search advertising:
-
Any keywords including Holderness & Bourne, any part thereof or any variations thereto (i.e. H&B, hbgolf.com, Holderness, Bourne, Holderness & Bourne fit)
-
Any Holderness & Bourne style name (e.g. The Maxwell, The Ward and any other style-specific keywords)
Customer shall be prohibited from promoting, marketing, and advertising the Products through Google display or paid sponsored posts on any social media platforms (e.g. Facebook, Instagram, YouTube, TikTok).
DISTRIBUTION GUIDELINES
Products may only be resold by Customers to end-consumers with no intent to resell the Products. Customers may not sell to any distributor, retailer, e-commerce channel, liquidator or any other third party with intent to resell the Products.
CANCELLATION POLICY
Any Customer wishing to cancel a wholesale order must notify the Company in writing at least 30 days prior to the order's due date. Any orders that have been embroidered are not subject to cancellation.
RETURNS & EXCHANGES
We offer a comprehensive return policy covering defects in materials and/or workmanship. Defective Products will be replaced or repaired free of charge, at the Company’s sole discretion, within one year of sale. All other Products are considered final sale and cannot be returned or exchanged.
PRODUCT AND PRICING MODIFICATIONS
Prices for our Products are subject to change without notice. We reserve the right at any time to modify or discontinue the Products (or any part, material or component thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of any Products.
LIMITATION OF LIABILITY
The Company warrants only that the Products are free from defects in material and workmanship. Except for the foregoing, the Company makes no warranties, express, or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. The Company’s liability is limited to the replacement of Products not conforming to this warranty, or, at the Company’s sole discretion, credit or refund of the purchase price of the defective Products which are accepted by the Company as being defective or are otherwise not in accordance with the applicable purchase order. No claim under this warranty shall be valid unless, within ten (10) days or receipt of the Products by Customer, Customer shall furnish the Company in writing notice of any defect in materials and/or workmanship or any nonconformity with any applicable specifications, specifying in detail any such defect or non-conformity. Absent such timely notice, Customer shall be deemed to have waived any such defect or nonconformity which could have been determined based on a reasonable inspection of such Products. The foregoing warranties and remedies are exclusive, the Company shall have no further or additional obligation to Customer with respect to the Products, including any monetary damages by reason of any nonconformity or defect, and in no event shall the Company be liable to Customer for any incidental, consequential, special or compensatory damages arising from the Products. The maximum liability that can be assumed by the Company for breach of warranty, or otherwise in connection with any purchase order, cumulatively, shall be the invoice price of the Products covered by such purchase order. A claim in respect of any defect or failure to comply with any applicable specification or in respect of any delivery or installment of any purchase order or any part thereof shall not entitle Customer to cancel or refuse delivery of or payment for any other purchase order, delivery or installment or any part of the same purchase order, delivery or installment. No delay shall entitle Customer to reject any delivery or performance or any further installment or part of any purchase order from Customer or to repudiate these T&Cs or the purchase order.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless the Company and its parent, subsidiaries, affiliates, and their respective partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these T&Cs or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SEVERABILITY
In the event that any provision of these T&Cs is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these T&Cs , such determination shall not affect the validity and enforceability of any other remaining provisions.
ENTIRE AGREEMENT
The failure of the Company to exercise or enforce any right or provision of these T&Cs shall not constitute a waiver of such right or provision.
These T&Cs , the purchaser order and any policies or operating rules posted by us or in respect to the Products constitutes the entire agreement and understanding between you and us and govern our sale of Product to you, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these T&Cs).
Any ambiguities in the interpretation of these T&Cs shall not be construed against the drafting party.
GOVERNING LAW
These T&Cs shall be governed by and construed in accordance with the laws of the State of Delaware.
CHANGES TO TERMS
We reserve the right, at our sole discretion, to update, change or replace any part of these T&Cs , with or without prior notice.
CONTACT INFORMATION
Questions about these T&Cs should be sent to us at support@holdernessandbourne.com.