US Craft Brands dba Pins and Aces - Wholesale Terms and Conditions

Pins and Aces ("Supplier") products, displays, and offerings, are offered to you, the wholesale customer ("Wholesale Customer"), conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your request for products, placement of orders, use of Pins and Aces websites, web portals, B2B portals, or order portals, constitutes your agreement to all such terms, conditions, and notices. By placing an order or accepting delivery of an order, Wholesale Customer agrees to be bound by the terms and conditions outlined herein.

1. Business Relationship: 
1. Supplier is engaged in the business of supplying golf accessories, apparel, displays, and related products, for payment. 
2. Wholesale Customer is in the business of purchasing these products from Supplier for the purpose of resale to their customers. 
3. This Agreement establishes the terms and conditions under which Supplier agrees to supply products to Customer, and Customer agrees to purchase and resell such products.
2. Payment Terms - Net 30: 
1. If approved for Net 30 Payment Terms - Payment for invoices are due in full within 30 days from the date of shipment. 
2. A 10-day grace period is extended for first-time offenders. For all other orders there is 5 day grace period to allow for order transit time. Late payment interest begins accruing at the Net 30 date however should one pay after the grace period.
3. Partial payments are not accepted without written authorization from Supplier. 
4. All payments shall be made in United States Dollars (USD).
5. Accepted payment methods include Credit Card, Check, Automated Clearing House (ACH), Electronic Funds Transfer (EFT), or Bank Wire.
1. Wholesale Customer must notify Supplier of payment details by email when paying by ACH, EFT, or Bank Wire. 
6. Wholesale Customer is solely responsible for ensuring timely payment, and must keep in mind mail and delivery times when selecting their payment method. 
7. Wholesale Customer is responsible for any fees incurred as part of the payment process.
8. In the event that fees are incurred by the Wholesale Customer due to Customer’s fault, including but not limited to bounced check fees, canceled check fees for sending to the wrong address, or any other errors, such fees shall be the sole responsibility of the Wholesale Customer.
3. Late Payment: 
1. Orders not fully paid within 30 days of shipment, are subject to a Late Fee equal to a percent of the total order value outstanding, per month, until the order is fully paid based on our Late Fee Schedule, as shown below:
1. Orders that are 0-30 days past Terms, will owe a 2% Late Fee.
2. Orders that are 30 or more days past Terms, will owe an additional 5% Late Fee per month til paid.
3. Example of Late Fee Schedule for a $100.00 Order that pays late:
1. 0-30 Days past Terms - $102.00 ($2.00 Late Fee, 2%)
2. 30-60 Days past Terms - $107.00 ($5.00 Late Fee, 5% + $2.00 Late Fee, 2%)
3. 60-90 Days past Terms - $112.00 ($5.00 Late Fee x 2 + $2 Late Fee)
2. Orders not fully paid within 90 days may be turned over to collections and may negatively impact Wholesale Customer's credit.
3. Wholesale Customer agrees to pay the full value of outstanding invoices plus all collections fees, late fees, legal fees, and any damages associated with overdue payments. 
4. Selling Approval and Online Advertising:
1. Wholesale Customer must seek written approval before selling Pins and Aces products to the general public online, or via eCommerce platforms.
2. Wholesale Customer may engage in general advertising for their business, or broad product category advertising, but may not compete with Supplier via online advertising on Pins and Aces branded terms, Pins and Aces branded product names/terms, or known aliases. 
1. Branded Terms and Alias Examples: Pins and Aces, Pins, US Craft Brands, etc
2. Branded Product Names/Terms Examples: LiquorStick, LiquorStick™, Cabo Colada Polo, Player Preferred Waffle Knit Pullover, The Gilmore Cracker Ball Marker, etc
3. These examples are used for illustrative purposes and are not an exhaustive list.
5. Return Policy:
1. Standard Products:
1. Any products received with damage or missing from their order, must have their return initiated within 7 days of delivery. 
2. Otherwise, returns must be initiated within 14 days of delivery.
3. Products must be received back by Supplier within 30 days of delivery, regardless of when the return is initiated. 
2. Limited Editions/Holiday Collections:
1. Returns must be initiated within 7 days of order delivery.
2. Products must be received back within 14 days of order delivery or before the date of the Holiday has passed, whichever comes first.
3. Customized or Fully Custom: 
1. Please see Sections 6. and 7.
6. Cancellation and Returns on Customized Orders:
1. Cancellations for Embroidery, Laser-Etched, or Partially Customized Projects must be received 30 days or more prior to the requested ship date.
2. Any cancellation after that will render the account responsible for purchasing any items from the order that have already been customized, as well as any expenses incurred as part of the customization process. 
7. Cancellation and Returns on Fully Custom Orders:
1. There are no returns or refunds allowed for fully custom orders.
2. No cancellations or refunds are permitted once a fully customer order has been paid for. 
8. Refunds
1. Refunds approved by Supplier will be less any fees incurred. For credit card payments, this fee is approximately 3.5% + $0.35 of the total amount charged to the card (as of March 2024).
9. Shipping and Delivery:
1. Shipping and delivery costs will be the responsibility of the Wholesale Customer. 
10. Product Pricing:
1. Products must be priced at MSRP from the most recent Pins and Aces Wholesale Price Sheet. These may be requested via email at Wholesale@PinsandAces.com
11. Force Majeure:
1. Neither party will be liable for failure to perform its obligations under the agreement due to extreme events beyond their control, such as extreme weather, natural disasters, government actions, or war.
12. Dispute Resolution:
1. The process for resolving disputes is first arbitration, and if that fails, litigation.
13. Indemnification:
1. Wholesale Customer indemnifies Pins and Aces from legal disputes, particularly those arising from the Wholesale Customer's actions.
14. Product Display and Merchandising:
1. Only Pins and Aces products may be displayed on Pins and Aces displays, unless written permission is received from Supplier. If non-Pins and Aces products are found on Pins and Aces displays, Supplier may demand the return of the display at Wholesale Customer’s expense. 
15. Agreement Acceptance:
1. By either signing below, or by placing an order, or by accepting delivery of an order, Wholesale Customer acknowledges and agrees to abide by these terms and conditions.
16. Governing Law:
1. This Agreement shall be governed by and construed in accordance with the laws of Colorado.
17. Modification of Terms:
1. Company reserves the right to modify these terms and conditions at any time. Supplier will keep the most up-to-date version posted on our website, and will generally include a link in our email signatures. Continued business dealings, including but not limited to placing an order, or accepting delivery of an order, will constitute acceptance of the modified terms.
18. Definitions
1. Placing an order is defined as any act or request for product, displays, or offerings including but not limited to, acts or requests over the phone, via text, via email, via web form, in-person, at merchandise shows, through order portals, B2B portals, or through Pins and Aces Reps, or other authorized representative.
2. Accepting delivery is defined as any order delivered to the requested shipping address, and not returned in accordance with our Return Policy. 
1. Any shipping carrier tracking (Fedex, USPS, etc) that shows 'Delivered' or the equivalent will be considered an accepted delivery.
19. Severability:
1. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.
20. Entire Agreement:
1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written.
21. Authorization and Binding Agreement:
1. The undersigned representative of the Wholesale Customer hereby represents and warrants that they have the authority to enter into this Agreement on behalf of the Wholesale Customer.
2. The undersigned further acknowledges and confirms that they have obtained all necessary internal approvals and authorizations required to legally bind the Wholesale Customer to the terms and conditions outlined in this Agreement.
3. By signing below, the undersigned affirms that they have full authority to act on behalf of the Wholesale Customer and to legally commit the Wholesale Customer to the obligations set forth in these Terms and Conditions.