STANDARD TERMS AND CONDITIONS: WHOLESALE
ALL SALES ARE SUBJECT TO THESE STANDARD TERMS AND CONDITIONS. BY PLACING AN ORDER YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED AND AGREE TO BE BOUND BY THESE STANDARD TERMS AND CONDITIONS.
Definitions
In these Standard Terms and Conditions (“Conditions”): “CUSTOMER” or “YOU” means the business entity that submits an Order for Products to LOLA; “LOLA” means ALYK, Inc.; D/B/A LOLA; “Contract” means the agreement between CUSTOMER and LOLA for the supply of Products by LOLA; “Products” means the Products agreed to be supplied to CUSTOMER by LOLA; and “Order” means each purchase order form submitted to LOLA by CUSTOMER.
Basis of Sale of Products
1.1 LOLA shall sell and CUSTOMER shall purchase the Products in accordance with Orders accepted by LOLA subject to and in accordance with the Conditions stated herein. These Conditions shall govern the Contract to the exclusion of any other terms and conditions (including those contained in a different purchase order form).
1.2 In accordance with FDA guidelines, CUSTOMER purchasing tampons shall prominently and legibly include the following alert statement within a reasonable distance from the Products: “Attention: Tampons are associated with Toxic Shock Syndrome (TSS). TSS is a rare but serious disease that may cause death. Read and save the enclosed information.” CUSTOMER’s display of the Products shall also include package inserts provided at no additional charge to CUSTOMER by LOLA.
1.3 Under no circumstance may CUSTOMER or its agents, officers, or employees make any health-related or medical-related claims regarding the Products. Individuals should always seek the advice of their physician or other qualified medical provider with any questions they may have regarding personal health or a medical condition.
1.4 Neither CUSTOMER nor any of its affiliates may resell the Products, in whole or in part, except that CUSTOMER may resell LOLA’s 3-pack tampon product which is offered for resale, Nothing herein is intended to restrict CUSTOMER from distributing the Products, without charge, to its customers, patrons and employees.
1.5 DISTRIBUTION AND SALE OUTSIDE THE UNITED STATES: Laws and regulations for the sale of Products vary from country to country. LOLA requires that in the event that CUSTOMER intends to distribute the Products outside of the United States, CUSTOMER must notify LOLA prior to distribution and must receive WRITTEN CONSENT from LOLA before distribution of Products in a foreign jurisdiction. LOLA may provide additional instructions or place restrictions on such sales. If CUSTOMER fails to obtain such prior consent from LOLA, CUSTOMER shall be solely responsible for damages, fines, penalties or costs associated with legal or regulatory action (civil or criminal) arising from sales in a foreign jurisdiction, and shall indemnify, defend and hold LOLA harmless from all such claims or actions, including the payment of LOLA’s attorneys’ fees incurred in connection with any such action.
Orders
2.1 CUSTOMER may order Products from LOLA by completing an Order at wholesale.mylola.com.
2.2 No Order shall be deemed to be accepted by LOLA unless and until confirmed in writing by LOLA or its affiliates via a confirmation email. Notwithstanding the foregoing, an Order will be deemed accepted upon shipment by LOLA even if separate confirmation was not given prior to shipment.
2.3 CUSTOMER shall be responsible for ensuring the accuracy of the Order submitted by or on behalf of CUSTOMER, and for giving LOLA any necessary information relating to delivery within a sufficient time to enable LOLA to perform the Contract in accordance with its terms.
2.4 No Order that has been accepted by LOLA may be cancelled by CUSTOMER except with the agreement in writing of LOLA. In the event LOLA agrees to cancellation of an accepted Order, CUSTOMER will be responsible for any lost profits and expenses sustained by LOLA in connection with such cancellation.
Price of Products
3.1 The price of the Products shown in the Order is exclusive of any sales tax, value added tax or excise duties (“Price”). LOLA reserves the right to impose additional charges for additional items or services requested by CUSTOMER.
3.2 LOLA reserves the right, prior to acceptance of an Order, and upon notice to CUSTOMER and subject to CUSTOMER’s right to cancel, to increase the price of Products to reflect any increase in material costs (such as market price of cotton) or other costs of production (such as foreign exchange fluctuation, currency regulation or alteration of duties). CUSTOMER shall give LOLA prompt written notice if it desires to cancel.
Terms of Payment
4.1 Payments are due at checkout and shall be made by credit card. CUSTOMERS wishing to pay by check must pay within fifteen (15) days after placing an Order.
4.2 CUSTOMER shall be responsible for any failure to pay, which shall also include denial by a credit card issuer and refusal of a check for any reason. If Product has been shipped, then CUSTOMER shall make immediate arrangement for re-payment and, in addition to the Price, CUSTOMER shall pay a $50 processing fee and interest at the lesser of one (1%) percent per month or the maximum interest rate allowed by law, calculated from the date of shipment to the date of payment.
Delivery
5.1 LOLA shall dispatch the Products in accordance with CUSTOMER’s delivery instructions, if any, indicated in or accompanying the Order. CUSTOMER shall confirm receipt upon delivery.
5.2 Delivery times are approximate and shall not be of the essence. The Products may be delivered in advance of the estimated delivery date. For shipments composed of multiple cartons, cartons may be delivered separately and not all at the same time.
5.3 LOLA may deliver the quantity of Products contracted for within a range of plus or minus 5% without thereby being in breach, and CUSTOMER will be charged based on the quantities delivered.
Inspection and Notice
6.1 Within 4 days of the delivery of the Products CUSTOMER shall inspect the same and immediately give notice to LOLA of any damage or non-conformity with the Order. In the absence of such notice, the Products shall be deemed to comply with the Order and the Conditions, and CUSTOMER shall be bound to accept them. CUSTOMER shall be liable for any waived, denied or lost claims of LOLA against carriers or insurers in respect of damage or loss in transit due to CUSTOMER’s failure to give proper notice or provide requested information regarding loss or damage required by LOLA’s insurance company.
Risk and Property
7.1 Risk of damage to or loss of the Products shall pass to CUSTOMER at the time the Products are delivered by LOLA to the U.S. Postal Service or other appropriate carrier in accordance with the delivery information contained in or accompanying the Order.
7.2 Notwithstanding delivery and the passing of risk of loss in the Products, title to and ownership of the Products shall not pass to CUSTOMER until LOLA has received payment in full for the Price of the Products.
Limitation of Liability
8.1 If LOLA fails to provide the Products in compliance with the Order or the Products are defective when delivered, CUSTOMER’s sole remedy shall be to receive replacement Products, and if this is not possible, to receive a refund of any monies paid in respect of the faulty Products. Without limiting the foregoing, and except as may expressly be set forth in these Conditions, LOLA shall not be liable to CUSTOMER for any lost or anticipated profits or any special, incidental or consequential damages or CUSTOMER’s liability to third parties.
Waiver
9.1 LOLA’s rights shall not be prejudiced by any indulgence, forbearance or previous waiver extended to CUSTOMER, and shall not be interpreted as a waiver of any subsequent default by CUSTOMER.
Applicable Law
10.1 All Offers and the Conditions and any dispute relating to or arising from an Offer and the Conditions shall be governed by the laws of the State of New York, without regard to its conflict of laws principles. All disputes concerning the subject matter of an Offer or the Conditions, or arising therefrom, may be brought solely in the State or Federal courts located in the City, County and State of New York, and the Parties submit to the personal jurisdiction of such courts.