Retailer Purchase Orders Terms and Conditions

Payment Terms

The payment terms by which RETAILER (“RETAILER”) shall pay SP UNITED USA, Inc. (“SP”), are Pre-Payment in Advance. Net 30 terms are available subject to credit approval. All past-due term accounts will incur a finance charge on the unpaid balance of one and one-half percent (1.5%) interest per month or the maximum allowed by law, whichever is lower.

Past-due accounts may be placed on credit hold and RETAILER may not receive pre-booked or other merchandise. Returned checks will incur a $50 handling fee per item.

Shipping

RETAILER is responsible for all shipping costs and must submit routing instructions in writing at the time of the order. Shipments are F.O.B. SP’s distribution center in San Clemente, CA. Standard shipments are via UPS ground freight unless specified otherwise.

SP may ship up to two weeks before the requested ship date. SP is not responsible for goods lost or damaged in transit. RETAILER must report shipment errors within 5 business days.

Cancellations

Cancellation requests must be submitted in writing at least 30 days prior to the start ship date for single locations, or 60 days for multiple locations. Orders received by SP are binding unless rejected. Orders held for credit may be canceled by SP up to two weeks after the ship date.

Returns

Returns require written approval and a Return Authorization number (RA#). Non-defective returns are allowed only if a shipping error occurred and must be reported within 5 business days. Defective goods must be returned within 30 calendar days.

Returns must include the SP UPC and tags in their original state. Non-standard returns are subject to a 15% restocking fee and possible 25% handling fee.

Order Changes

Changes over 10% in order value require SP Sales Department approval four weeks prior to shipping. Preseason discounts will be adjusted accordingly.

Charge-Backs

All sales are final unless expressly stated otherwise. SP does not accept charge-backs.

Warranty

SP disclaims all implied warranties. Warranty claims must be handled by RETAILER unless no dealer exists in the area. See SP's Warranty Support Program.

Refused Orders

Refused deliveries not canceled properly are subject to shipping costs and a 10% restocking fee.

Termination of Relationship

Either party may terminate their relationship at any time, with or without cause or notice.

Marketing

SP products may not be used in any advertising without written approval from SP’s marketing department.

Minimum Advertised Price (MAP)

SP products may not be advertised below the company website prices. Breach may result in injunctive relief.

Distribution/Grey Market

RETALER must sell only at authorized locations and may not trans-ship. E-commerce requires prior written SP approval. Violations may result in status suspension or damages.

Ecommerce/Internet Sales

Online sales require written approval from SP. RETAILER may not sell outside their country. Violations may result in penalties.

New Accounts

Approval from SP leadership and submission of the Dealer Agreement and Application are required. Credit limits are set by SP’s Credit Department.

Indemnity

RETALER shall indemnify SP and its affiliates against third-party claims arising from SP's alleged negligence or breach. RETAILER may control the defense unless it fails to act.

Disputes

Legal actions are subject to the jurisdiction of Orange County, California. Prevailing party is entitled to fees and costs.

Notices

All notices must be in writing and sent to SP's address in San Clemente, CA. Notices are deemed given when normally deliverable.

Miscellaneous

These Terms are governed by California law and are the complete agreement between the parties. They override any conflicting terms. Modifications must be in writing and signed by both parties.

*All prices and programs are subject to change. Confirmed order pricing will apply.