Terms & Conditions
For purposes of these Terms and Conditions of Sale, “Customer” shall mean the sole proprietor, partnership, corporation or limited liability company purchasing products (“Products”) from Sock It to Me, Inc. (“Sock It to Me”) for sale at retail. The relationship between Customer and Sock It to Me and all of Customer’s orders are subject to these Terms and Conditions of Sale, as may be amended by Sock It to Me at any time in its sole discretion.
Approved Product Sales: Customer is permitted to sell Sock It to Me Products solely and directly to end-user consumers. Except with Sock It to Me’s prior written consent, Customer is prohibited (1) from selling the Products on or through the Internet in any manner without authorization from Sock It to Me, (2) from selling to anyone a quantity of the Products greater than that generally purchased by an individual for personal use, (3) from selling the Products to anyone who Customer reasonably believes intends to re-sell the Products to other parties, and (4) from selling Products to consumers outside the Country the Customer is located in.
Customer understands and agrees that its account with Sock It to Me can be terminated if Customer fails to comply with the sales restrictions stated above. Customer understands and agrees that, if its account relationship with Sock It to Me terminates for any reason, Customer must promptly return all its unsold inventory of the Products to Sock It to Me. Customer will receive a reimbursement from Sock It to Me equal to the price Customer paid to Sock It to Me for units of Products returned in “new” condition and with their original packaging. Product returned with altered packaging including: price tickets and store branded labels will be charged a 10% restocking fee.
Customer understands and agrees that all promotional materials prepared by Customer must adhere to Sock It to Me® branding guidelines. Customer understands and agrees that Sock It to Me’s Terms and Conditions of Sale apply to Customer’s purchases and sales of the Products. Customer understands and agrees that, upon the written request of Sock It to Me, Customer must submit to Sock It to Me, for review or auditing, in the form and at the times and places requested, such records and other information regarding Customer’s transactions with its customers who purchase Sock It to Me’s Products.
Customer understands and agrees that these Terms and Conditions of Sale take effect upon opening of Customer’s account with Sock It to Me. If a dispute arises under these Terms and Conditions of Sale, the prevailing party shall be entitled to recover its expenses, including without limitation attorneys’ fees, accounting fees, court costs and costs of collection, in addition to any other relief to which it is found entitled. Any dispute arising from this contractual relationship shall be governed by Oregon law, without regard to conflicts of laws rules, and shall be decided solely and exclusively by state or federal courts located in Multnomah County, Oregon. Any party who unsuccessfully challenges the enforceability of this forum selection clause shall reimburse the prevailing party for its attorneys’ fees.
Minimum Order Amount: Customer’s initial opening order must be for a minimum of eight (8) styles multiplied by their relevant prepack quantities. There is no minimum for reorders.
Prices: Sock It to Me reserves the right to change the prices payable by Customer to Sock It to Me without prior notice. The prices billed will be those in effect on the date the order is entered. Prices do not include any tax or other governmental charges upon the sale, shipment, production or use of the Products ordered, all of which shall be Customer’s sole responsibility.
Acceptance of Orders: All orders are subject to acceptance by Sock It to Me, which may accept or reject any order, in whole or in part, or limit the quantities ordered in its sole discretion. Sock It to Me will not be deemed to have accepted any order, in whole or in part, until the ordered Products have been delivered to the carrier for delivery to Customer. Customers who are extended payment terms must keep their account in good standing for seller to accept subsequent orders.
Transshipment policy: Transshipment by Customer to other retailers or resellers is not permitted without Sock It to Me’s prior written approval, which approval may be withheld for any or no reason at all. Each retail location operated by Customer must be pre-authorized to receive and retail Products.
Cancellations. Orders cancelled by Customer less than twenty-four (24) hours prior to ship date may be subject to a restocking fee of ten percent (10%) of the wholesale value of the order. Custom Sock orders and orders that have shipped may not be cancelled.
Payment/Credit Terms: All orders must be pre-paid unless credit terms have been agreed to by Customer and approved by Sock It to Me. If credit is approved, payment terms will be net thirty (30) days from the date of invoice. Sock It to Me will establish a credit limit for Customer and may, in its sole discretion, change or cancel credit and/or require advance payment at any time. If any indebtedness is not paid in full when due, Customer agrees to pay all of Sock It to Me’s costs of collection, including Sock It to Me’s reasonable attorneys’ fees.
Change in Ownership: In the event of a partial or total change in ownership of Customer or of any of Customer’s approved locations, the new owner(s) must apply to Sock It to Me for credit terms.
Orders: Sock It to Me does not guarantee product availability. We will make reasonable effort to communicate fulfillment rates on Customer orders. Unless instructed otherwise, Sock It to Me will ship backordered product when available at no freight cost to the Customer.
Delivery Terms/Shipment: Products are sold FOB Milwaukie, OR, or another U.S. facility as designated by Sock It to Me. Customer is responsible for all shipping costs. All risk of loss passes to Customer upon delivery to the carrier. Sock It to Me will attempt to meet delivery schedules requested by Customer, but will not assume any liability, consequential or otherwise, for failure to meet delivery schedules requested by Customer.
Inspection/Acceptance: Customer must carefully inspect all deliveries when received. Any alleged error, shortage, defect or nonconformity must be reported to Sock It to Me within fourteen (14) business days after receipt of the delivery. Failure to do so will constitute full acceptance of the merchandise and will constitute Customer’s waiver of any claim or right against Sock It to Me with respect to any such error, shortage, defect or nonconformity reasonably discoverable by such an inspection. Sock It to Me will issue call tags and/or credit as appropriate for Products shipped to customer in error. Claims for damage or loss in transit must be made by Customer against the carrier. Customer must keep all damaged merchandise in the original carton and hold it for inspection by the carrier. The carrier will not accept a claim if any of the packing material or carton in which it was shipped has been discarded.
Returns by Customer: Products purchased by Customer may not be returned to Sock It to Me without first obtaining Sock It to Me’s consent. A request for return and credit must be filed with Sock It to Me and include purchase order number, approximate date shipped, and any and all other identifying numbers (such as invoice number, date of invoice). Each request for return of Products for credit must state the type and quantity of the Products and the reason for return. Sock It to Me will only consider return requests for current in-line merchandise. Return requests for custom Product, discontinued Product or Product on closeout will not be approved. Customer is responsible for return freight and is liable for all Product until it is received by Sock It to Me. If return authorization is granted, Products must be returned in a clean state, unused, and with the original packaging. Product returned with altered packaging including: price tickets and store branded labels will be charged a 10% restocking fee. No credit will be due for items returned in unsellable condition. Sock It to Me does not accept returns directly from consumers.
Product Changes: Sock It to Me expressly reserves the right, at any time and without prior notice, to discontinue the production of, or change the specifications for, any Product.
Sock It to Me Fixtures: Sock It to Me branded fixtures are available to Customer for displaying Sock It to Me Products. Customer shall not display any other merchandise on such fixtures. Upon termination of the relationship between Customer and Sock It to Me, Customer shall, at its expense, either destroy or remove the Sock It to Me® name from all Sock It to Me® branded fixtures.
Minimum Advertised Price Policy (MAP): To protect its reputation for quality Products, Sock It to Me has adopted a Minimum Advertised Price Policy (“MAP Policy”). The MAP policy restricts advertising of Sock It to Me product that contains a price or prices lower than the corresponding MAP Price detailed in the below matrix. For a copy of the complete MAP Policy, please contact [email protected].
MAP Auditing: Sock It to Me reserves the right to monitor and audit pricing online. Retailers found not in compliance with our MAP policy will receive a warning notification and request for compliance via email. We require resolution within twenty-four (24) hours. A second notification will result in a suspension of fulfillment for ninety (90) days. A third violation will result in forfeiture of distribution rights and Customer shall return all inventory. We will make commercially reasonable efforts to ensure you have received your warnings.
Marketing/Brand Standards: Sock It to Me makes available brand assets such as logos, Product images, and lifestyle images to support advertising Sock It to Me Products online and in store. These assets must be used in accordance with the brand standards on file.
Trademark Usage Guidelines Customer must sell all Products in their original packaging and may not adulterate, re-pack, re-label, re-brand, alter, or tamper in any way with the Products or the packing in which the Products are contained. Customer may only use photographs or artwork of Products that are approved and supplied by Sock It to Me. All other photos or artwork depicting the Products must be approved, in writing, by Sock It to Me before the photo or artwork is used.
DISCLAIMER OF WARRANTIES. SOCK IT TO ME CANNOT GUARANTEE VARIANCES IN COLOR, SHADE, SIZE AND CONSTRUCTION OF STOCK PRODUCTS. SOCK IT TO ME HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION ON LIABILITY. CUSTOMER ACKNOWLEDGES THAT SOCK IT TO ME SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES. SOCK IT TO ME’S AGGREGATE LIABILITY TO CUSTOMER SHALL BE LIMITED TO THE AGGREGATE PURCHASE PRICE FOR THE ORDER.
Indemnification. Customer agrees to defend, indemnify, and hold harmless Sock It to Me and its affiliates, and their respective officers, directors, employees, shareholders, and agents from all liabilities, claims and expenses, including attorneys’ fees, that arise from Customer’s (i) breach of these Terms and Conditions or (ii) use of the Products.
Miscellaneous. These Terms and Conditions constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties pertaining to the subject matter hereof. No waiver by Sock It to Me of any default or provision hereof will be deemed a waiver of any subsequent default or provision. These Terms and Conditions may not be amended, supplemented, or waived except by an instrument in a writing signed by each of the parties hereto that references these Terms and Conditions. If any provision of these Terms and Conditions is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All orders and sales, these Terms and Conditions and the legal relations between the parties shall be governed and construed in accordance with the laws of the state of Oregon, without giving effect to principles of conflict of laws. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods to the transactions hereunder. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms and Conditions if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, acts of war or terrorism or any other event beyond the control of such party. Seller’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Customer shall not assign or delegate any of its rights or obligations under these Terms and Conditions without Sock It to Me’s prior written consent, and any attempt to do so is null and void.