iNi DESIGN AND MANUFACTURING, LLC NORTH AMERICAN TERMS AND CONDITIONS
MARKETING: BUYER is prohibited from featuring or otherwise utilizing any iNi products, brand
names or trademarks in any advertising, in any medium, without the prior written approval of iNi Design
and Manufacturing, LLC (“iNi”). Samples of proposed advertising shall be submitted to iNi for approval
as early in the design process as possible, but in all cases no later than fifteen (15) business days prior to
BUYER's intended use thereof. Any advertising approval granted by iNi shall be revocable and restricted
to use by BUYER only at the approved retail location[s] listed above. BUYER acknowledges that its
breach of the provisions contained in this paragraph would cause irreparable injury to iNi, that monetary
damages, as a matter of law, would be inadequate to remedy such injury, and that iNi, in addition to any
other remedies available, shall be entitled to seek and obtain injunctive relief.
APPROVED SELLING LOCATION[S]: Each retail location of BUYER must be approved by iNi in
writing or by receipt of sales order confirmation to BUYER from iNi, prior to the offering for sale (and
prior to the actual sale) of any iNi product.
SALES AND DISTRIBUTION; INTERNET PROHIBITION: BUYER is expressly prohibited from
offering for sale, selling, diverting, distributing or otherwise disposing of the iNi products (including but
not limited to sales via mail order, catalogue, or the Internet), unless express written approval by iNi sales
management is provided. BUYER is additionally expressly prohibited from offering for sale, selling,
diverting, distributing or otherwise disposing of the iNi products outside of the United States [or, in the
case of Canadian customers, outside of Canada], other than through in-store retail sales at the approved
retail store location[s]. In addition to its other rights and remedies, BUYER agrees that if it is reasonably
found to be in breach of this paragraph prohibiting transshipping of iNi product, it will be subject to a
$50,000 (USD) fine per offense, which amount BUYER acknowledges to be a reasonable assessment of
the damages done to iNi in such event, which BUYER recognizes are difficult to calculate.
PAYMENT TERMS: Accounts, when approved, will be opened on a pre-paid cash or C.O.D. basis,
unless and until BUYER qualifies for credit pursuant to this Agreement. For clarity, all new Orders shall
be C.O.D. only. When your C.O.D. Order is packed and ready, iNi will notify you of the total cash
amount due, at which time BUYER shall have 48 hours to authorize the shipment. iNi retains the right to
take any necessary action to collect any outstanding amounts due in connection with shipments that you
refuse, return or cancel, as more fully outlined in this Agreement. In entering into this Agreement you
agree to pay on time and in accordance with payment schedule all amounts due on invoice by iNi.
BUYER acknowledges that it will lose the right to any discounts if late payment is made. Upon late
payment, any and all outstanding invoices shall immediately become past due. Past due amounts will be
considered and payable upon demand. iNi reserves the right to factor any BUYER's account.
CREDIT APPLICATIONS AND AUTHORIZATION: To qualify for terms of sale and credit limits,
BUYER must submit a written credit application to iNi. BUYER agrees to update its financial
information and credit application promptly upon iNi's reasonable request. iNi will offer BUYER such
terms as it deems appropriate in its sole and absolute discretion. Should a BUYER be granted a credit
limit and payment terms, said credit limit and payment terms shall be subject to change or reduction at
any time by iNi in its sole discretion upon notice to BUYER. In the event BUYER is granted a credit limit
or payment terms, payment may then be made by company check, cashiers check, money order, Visa or
Master Card. A two percent (2%) charge may be added for any Visa and/or Master Card transactions.
Any Orders placed by BUYER which exceed BUYER's credit limit will require payment on a pre-paid
cash or C.O.D. basis. Upon any delinquent payment by BUYER, all outstanding invoices shall
immediately become due and payable. Past due amounts will be considered payable upon demand.
Notwithstanding the foregoing, all past-due term accounts will incur a finance charge of one and one-half
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percent (1.5%) interest per month or any fraction of on the unpaid balance, until the owing amount is paid
in full. A past-due account may cause any or all of BUYER's accounts to be placed on credit hold, and
may prevent BUYER from receiving pre-booked and/or other merchandise. Returned checks (N.S.F.,
account closed, uncollected funds, etc.) are charged a minimum $25.00 handling fee for each item
returned. If it becomes necessary for iNi to collect on any delinquent amount from BUYER, whether itself
or through a collection agency or attorney, BUYER agrees to pay all costs of collection, including court
costs and all attorney fees.
SHIPPING: BUYER shall pay all shipping costs, fees and/or related expenses. Shipping priority is
based upon the date of iNi's receipt of BUYER's Order. iNi may ship any part of BUYER’s Order once it
is packed and ready. iNi may ship an Initial Order up to 2 weeks prior to the date(s) confirmed on your
Order Confirmation. All BUYER shipping/routing instructions must be submitted to iNi in writing at the
time the Order is placed. Any special shipping instructions may be directed to iNi, and iNi may elect to
comply with said instructions at its sole and absolute discretion. In the event that BUYER's special
instructions are deemed acceptable by iNi, all additional expenses shall be incurred and paid by BUYER.
All domestic Orders will be shipped by iNi F.O.B. (iNi's Warehouse) or from one or more of iNi's other
locations in the Western U.S. and the goods are customarily sent via UPS. All Orders for Canadian
retailers will be shipped F.O.B. [(NRI distribution: British Columbia or Ontario, Canada)] and are
customarily sent via [Purolator]. 'Net term" shipments will not require authorization to ship. iNi will
have (60) sixty days from its remittance of an Order confirmation date to ship an Order. If a 'shipping
window" is not identified on your Order, iNi will assign a 'shipment start date° for you. iNi shall not
accept responsibility for goods lost or damaged in transit once picked up by any BUYER or its agent.
BUYER must advise iNi in writing of any errors in shipment (and only shipment errors) within five (5)
business days after receipt or else deemed waived. Re-Order shipment will be based upon product
availability at the time of shipping. Re-Orders are not guaranteed for shipment. "Back-orders" will ship
without notice from iNi, if shipped within (60) sixty days, from iNi's receipt of BUYER's Order. After
(60) sixty days, iNi will contact you prior to shipping your back order.
RETURNS: All returns must be approved in writing by the Returns Department of iNi and given an iNi
Return Authorization number (an "RA"). In order to obtain an RA, you must first contact the warranty
department at [_____310-455-4570_______] before returning any item(s). Returned items that are not
approved may be refused. A return of merchandise, which is not defective, may be made only upon a
shipping error by iNi, which must be reported by BUYER as set forth in the preceding paragraph. A
return of merchandise which is defective must be made within a reasonable time, but in all cases no later
than thirty (30) days from BUYER's receipt of goods, and only with a proper RA from iNi. A copy of the
customer's sales receipt may be required.
CHARGE-BACKS & CANCELLATIONS: Except as set forth herein, ALL SALES ARE FINAL. No
request for cancellation of an Order shall be effective unless it is submitted in writing to iNi at least sixty
(60) days prior to the "start ship" date for accounts with a single approved retail location, or at least ninety
(90) days prior to the "start ship" date for those accounts who have multiple approved retail locations.
Cancellations will be effective only upon express written consent of iNi. BUYER acknowledges that all
Initial Orders are cut and sewn directly for BUYER, and that iNi detrimentally relies upon BUYER's
Order in its production of goods. Once an Initial Order has been confirmed in writing, any and all
cancellations or refused Orders will additionally impose upon BUYER a minimum twenty percent (20%)
restocking fee, as well as a refund by BUYER to iNi of any shipping and handling charges. All
cancellation and/or restocking fees are due immediately. Please note that iNi does not, and will not,
accept charge-backs of any kind.
PRODUCT CHANGES: Upon receipt of your Order, iNi will make every possible effort to ship your
complete Order. Notwithstanding the foregoing, iNi, without notice and without incurring any liability
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whatsoever to BUYER, retains the right to ship any product in the Order when ready. iNi cannot
guarantee the availability of any product and iNi, without notice and without incurring any liability
whatsoever to BUYER, retains the right to substitute products to fill any Order. iNi further reserves the
right to discontinue the manufacturing or sale of any product or item. iNi additionally reserves the right,
without notice and without incurring any liability whatsoever to BUYER, to modify or change fabric
content, labels, graphics, color variations, and/or construction of the merchandise ordered by BUYER, as
well as the price for such, due to market conditions and/or material availability, which may or may not be
beyond the control of iNi, or done in order to correct defects.
OTHER COVENANTS: To ensure efficient and proper distribution of its products, consistent with
company and/or brand image, iNi reserves the right to limit the brands, styles and colors of its products
which may be offered to the BUYER for resale at each approved retail selling location. BUYER further
agrees it shall not purchase iNi products from any source other than iNi. BUYER shall provide iNi with
information pertaining to the sell-through of iNi products as requested by iNi from time to time. BUYER
acknowledges that its breach of any of the provisions contained in this Agreement would cause
irreparable injury to iNi, that monetary damages, as a matter of law, would be inadequate to remedy such
injury, and that iNi, in addition to any other remedies available, shall be entitled to seek and obtain
injunctive relief.
LIMIT OF LIABILITY:
iNi’S SOLE AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE TO REPAIR OR REPLACE
PRODUCTS SPECIFICALLY HEREIN DESCRIBED AND WHICH HAVE BEEN SOLD, LICENSED
OR FURNISHED BY iNi HEREUNDER AND WHICH ARE FOUND TO BE DEFECTIVE WITHIN
THE APPLICABLE WARRANTY PERIOD HEREINABOVE PROVIDED, OR, AT iNi’S SOLE
DISCRETION, TO REFUND TO BUYER THE PURCHASE PRICE OF THE PRODUCT WHICH IS
THE BASIS OF ANY CLAIM BY BUYER OF LIABILITY AGAINST iNi. IN NO EVENT SHALL iNi
OR ANY MANUFACTURER OR SUPPLIER OF iNi, BE LIABLE TO BUYER FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER PURSUANT TO CONTRACT, IN
TORT, OR BASED UPON NEGLIGENCE OR STRICT LIABILITY, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, COSTS OF SUBSTITUTION
OR REPLACEMENT OF PRODUCT, OR OTHER DAMAGES SUFFERED BY BUYER OR ANY OF
ITS CUSTOMERS EVEN IF BUYER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET
FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN iNi AND BUYER. NO ACTION OR PROCEEDING SHALL BE FILED OR
COMMENCED BY BUYER AGAINST iNi FOR ANY BREACH OF THIS AGREEMENT LATER
THAN ONE (1) YEAR AFTER THE ACCRUAL OF ANY SUCH CAUSE OF ACTION HEREIN
STATED IN FAVOR OF BUYER AGAINST iNi.
INDEMNITY:
GENERAL
Buyer shall defend, indemnify, release and hold harmless iNi, its directors, officers, employees, agents,
representatives, successors and assign, whether acting in the course of their employment or otherwise,
against any and all suits, actions, or proceedings, at law or in equity, and from any and all claims,
demands, losses, judgments, fines, penalties, damages, costs, expenses, or liabilities (including, without
limitation, claims for personal injury or property or environmental damage) arising from any act or
omission of iNi, its agents, employees, or subcontractors, except to the extent attributable to the sole
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negligence of iNi. Buyer further agrees to indemnify iNi for any attorneys’ fees or other costs that iNi
incurs in the event that iNi has to take legal action to enforce any indemnity provision hereunder.
MISCELLANEOUS: In the event either party hereto shall institute an action to enforce any rights
hereunder, including any action for collection instituted by iNi or its assignees, the prevailing party in
such action shall be entitled to seek and collect its attorneys' fees and litigation expenses. BUYER
submits and consents to the exclusive jurisdiction and exclusive venue of the state courts of the County of
Los Angeles, State of California or, as applicable, the United States District Court for the Central District
of California in any action arising out of this transaction or BUYER's commercial relationship with iNi.
This agreement and the entire commercial relationship between iNi and BUYER is to be governed
according to the laws of the State of California, without regard to conflicts of laws principles. iNi only
recognizes the TERMS AND CONDITIONS hereinabove. As a material term and express condition of
any commercial or contractual relationship between you and iNi, you agree at all times to be bound by the
following specific iNi TERMS AND CONDITIONS hereinabove, which, by submitting an order to iNi
and by iNi establishing your dealership with a valid customer number, BUYER agrees to iNi TERMS
AND CONDITIONS and shall be hereby are, integrated, included and made a part of any Order or
contract for the purchase of goods from iNi (each an "Order") made hereafter by you. If any provision of
these iNi TERMS AND CONDITIONS shall be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable, such provision shall be modified so as to be enforceable to the fullest extent
permitted by applicable law, and the validity, legality and enforceability of the remaining provisions of
these iNi TERMS AND CONDITIONS shall not in any way be affected or impaired thereby. These iNi
TERMS AND CONDITIONS shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that BUYER shall not transfer, sell, assign, pledge
or encumber any of its rights, interests, or obligations hereunder without the prior written consent of iNi.
No provision of these iNi TERMS AND CONDITIONS may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by BUYER and iNi. No waiver by
iNi hereto at any time of any breach by BUYER hereto of, or compliance with, any condition or provision
of these iNi TERMS AND CONDITIONS to be performed by BUYER shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
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iNi Terms and Conditions for Internet Retail
iNi takes pride in bringing the outerwear and sportswear community the best possible product. Online
retailing is an important part of our business model and in order to maintain a reputable brand image, we
have developed criteria that are now required for all Dealerships who wish to sell iNi products on the
internet.
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Online Affiliate P2P - Direct product to product (P2P) link, listed on the iNi web-site
online dealership links, and a direct link to your dealerships iNi page form the iNi website.
Online Affiliate - Listed on the iNi web-site online dealership links, and a direct link to
your dealerships iNi page form the iNi web-site.
Online Dealership (Non - Affiliate) - Dealership has authorization to sell iNi Online, but
does NOT have a direct product to product(P2P) link and is NOT listed on the iNi website online dealership links or has a direct link to your dealerships iNi page form the iNi
web-site.
There are mandatory requirements for each level. If your Dealership is not approved for the Online
Affiliate P2P, Online Affiliate, or Online Dealership (Non - Affiliate) due to demand, your Dealership
will be placed on a waiting list.
1) Online Affiliate - P2P
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To qualify for Online - Affiliate P2P: a minimum pre-book purchase order by Dealership is
$150K in fall/winter outerwear.
Dealership must furnish proof of secure site certification from reputable outlet.
Dealership must carry a good selection of brand categories.
Dealership's Link must be to iNi home pages on Dealership site.
iNi Corporate logo must appear on the Dealership's online home page and must be approved by
iNi Sales or Marketing representative before going live.
Dealership must maintain MSRP for current season product.
Dealership must maintain high level of customer service and fulfillment
Dealership must meet iNi Marketing Online criteria by meeting requirements for e-mail blasts,
pop-up ads, and iNi-specific online promotions and contests.
Dealership must meet all [iNi Marketing Dealership CO-OP Program and Criteria].
Dealerships web-site must be live with iNi products at the time of any iNi season product launch.
2) Online Affiliate
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To qualify for Online - Affiliate: a minimum pre-book purchase order by Dealership is $50K in
fall/winter outerwear.
Dealership must furnish proof of secure site certification from reputable outlet.
Dealership must carry a good selection of brand categories.
Dealership's Link must be to iNi home pages on Dealership site.
iNi Corporate logo must appear on the Dealership's online home page and must be approved by
iNi Sales or Marketing representative before going live.
Dealership must maintain MSRP for current season product.
Dealership must maintain high level of customer service and fulfillment.
Dealership must meet iNi Marketing Online criteria by meeting requirements for e-mail blasts,
pop-up ads, and iNi-specific online promotions and contests.
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Dealership must meet all [iNi Marketing Dealership CO-OP Program and Criteria].
Dealerships web-site must be live with iNi products at the time of any iNi season product launch.
3) Online Dealership (Non - Affiliate)
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Dealership must furnish proof of secure site certification from reputable outlet.
iNi Corporate logo must appear on the Dealership's online home page and must be approved by
iNi Sales or Marketing representative before going live.
Dealership must maintain MSRP for current season product.
Dealership must maintain high level of customer service, and fulfillment.
Dealership must meet iNi Marketing Online criteria by meeting requirements for e-mail blasts,
pop-up ads, and iNi-specific online promotions and contests.
Dealership must meet all [iNi Marketing Dealership CO-OP Program and Criteria].
iNi Corporate logo must appear on the Dealership's online home page and Dealership's web-site
must be approved iNi Sales or Marketing representative before going live
Each year the iNi Terms and Conditions for Internet Retail is subject to change, depending on the
demands of the brand. iNi may choose not to accept your Dealership's request to be an Online Affiliate
P2P, Online Affiliate, or Online Dealership (Non - Affiliate) for any reason or no reason at all. Any
changes to the Online Affiliate P2P, Online Affiliate, or Online Dealership (Non - Affiliate) can only be
changed by express written consent by iNi sales management.
Any discounting of iNi product under iNi MSRP by Dealership on the Internet, non-compliance with iNi
Terms and Conditions for Internet Retail herein, or non-compliance with iNi Terms and Conditions for
Retailer, without express written authorization by iNi will cause your Dealership's Online Affiliate
membership to be temporarily suspended and if need be could cause your Authorized Dealership to be
revoked. Terms of the program are in conjunction with iNi Terms and Conditions for Retailer.
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