OPENING/STANDARD MINIMUM ORDER REQUIREMENTS

Our minimum opening order is $300. All orders thereafter have the standard reorder minimum of $100 for US resellers, in any SKU, in any quantity. After that, the reseller must make at least (1) purchase every quarter to remain “active.” Accounts due to inactivity will be disabled and will require a new sign-up where the minimum opening order will be accessed again.

The minimum order is subject to change for international resellers due to the exchange rate of that particular country’s currency. Shipping, insurance, duties, taxes, etc. are NOT included in our wholesale prices. Free samples are no longer offered – please purchase your item of interest in our online store.

Wholesale prices are provided separately after Reseller sale tax status is verified. All prices are subject to change with a thirty (30) day written notice. Wholesale prices do not include shipping/freight, insurance, applicable surcharges, taxes, duties or other governmental charges, all of which are Reseller’s responsibility. In the event of a special store-wide sale, Reseller may choose to place any product either at a discount or as a complimentary item.

RESELLERS: ORDER PROCESSING AND CANCELLATIONS

Diaper Dawgs’ products are typically in stock for retail-sized quantities. Reseller may order products at wholesale prices, not including shipping, directly on our website. If Reseller wishes to cancel the order, Reseller may contact Wholesaler directly by email at the Team@DiaperDawgs.com and the Wholesaler will refund the amount changed within 24-48 hours. Cancellations will not be processed for orders already shipped.

PAYMENT OPTIONS

Wholesaler accepts most forms of payment through credit card via our online wholesale store or by invoice through ViewPost (for select stockists only). Resellers must register a free account at ViewPost.com At this time, the Wholesaler is unable to extend credit to any Reseller and is under no obligation to do so.

SHIPPING/FREIGHT

Reseller is responsible for all shipping/freight costs for the product ordered unless order errors, damages upon delivery or manufacturing defects are present. Shipping/freight costs will be noted on Reseller’s receipt and added to the total payment owed. Reseller orders will ship 3-5 business days following receipt of full payment. Products ship via the lowest cost carrier, unless Reseller requests otherwise. Release by Wholesaler of products to a carrier constitutes delivery to Reseller, and risk of loss shall thereupon pass to Reseller. Products held by Wholesaler for Reseller for any reason is at Reseller’s risk.

Although Wholesaler will make every reasonable effort to avoid partial shipments, Wholesaler has the right to make partial shipments. Payments for partial shipments will be charged consistent with the payment terms set forth above. Should delivery of all or any part of the products be delayed by events beyond Wholesalers’ control (such as strikes, disasters, acts of God, government regulations or Wholesalers’ inability to obtain labor, materials or services), Wholesalers’ time for performance shall be extended by the period of delay, or Wholesaler may, at its option, cancel this contract without liability. Reseller will remain liable to pay for shipments already made. Wholesalers’ obligations hereunder are subject to the condition that at time of shipment all legal and regulatory requirements shall have been complied with.

DROPSHIPPING

Wholesaler does not dropship for Resellers. Resellers must provide storage for their Diaper Dawgs inventory. Reseller is responsible for collecting all of Reseller’s own customer (consumer) contact information, billing information and monies for any Diaper Dawgs sold to a consumer. All products purchased from Reseller by a consumer will be handled by Reseller; this includes shipment of any purchased products to a consumer as well as refund of any/all monies for products returned by a consumer.

RETURNS

Due to the nature of our products, ALL DIAPER DAWGS SALES ARE FINAL, unless order errors, damages upon delivery or manufacturing defects are present within unopened packages. Color variances do not constitute a manufacturing defect.

Returns that meet the criteria above will only be accepted within fifteen (15) business days of receipt of shipment by Reseller. Reseller must contact Wholesaler by email at the Team@DiaperDawgs.com to receive a unique Return Merchandise Authorization (RMA) number prior to returning any product. The RMA form will be pre-filled and emailed to Reseller by Wholesaler after RMA request has been approved. The RMA form containing the unique number must accompany any returns.

Wholesaler endeavors to protect both parties’ reputation; if Reseller finds an issue related to manufacturing defects or damages past fifteen (15) business days, Wholesaler will work with Reseller to find a resolution.

Any products returned as a result of refused delivery will be refunded to Reseller less shipping and handling charges (to and from), and assessed a 25% restocking fee. Although Reseller may select a “preferred” method of reimbursement on the RMA form, Wholesaler reserves the right to select the appropriate return solution.

Refunds will be processed within 5-10 business days of Wholesaler receipt of the returned product.

Returned products must be in unused condition and in original packaging. Product packaging must be free from marks or rips. Wholesaler asks Reseller to fully insure return shipment in case of loss or damage and to use a carrier that is able to provide Reseller with proof of delivery, such as UPS or FedEx. This is for Reseller’s protection as well as to ensure quick action on Reseller’s return. If Reseller feels a shipment has been lost in transit, they may contact the carrier’s customer service. A refund will be issued for the missing product when Wholesaler obtains the claim number from the carrier.

PACKAGING

Products must be sold in original packaging by Reseller to a consumer. The addition of a price sticker is the only modification Reseller may make to the original packaging.

DIAPERDAWGS.COM

DiaperDawgs.com is the Wholesaler’s online source marketed toward direct consumers and Resellers. Reseller cannot gain access to the Reseller Account section until Reseller is approved by Wholesaler. Once approved by Wholesaler, Reseller will have access to restricted Reseller-only areas of diaper-dawgs.myshopify.com

WEB COMMERCE

No products purchased from or produced by Wholesaler shall be resold by or through any online auction or online store (such as Ebay, Amazon, Hyena Cart, Facebook, Deal of the Day, other similar sites, or co-op/group sales) without the express, written approval of Wholesaler. If Reseller is planning to sell products purchased or produced by Wholesaler in an online marketplace/store NOT owned by Reseller, prior approval in writing must be granted by Wholesaler.

SPYWARE AND OTHER PARASITES

Any Reseller suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of www.DiaperDawgs.com and/or its partner sites) is subject to punitive actions by Wholesaler, without notice, including but not limited to: suspension of Reseller Account; termination of Reseller Account; and public notification of Reseller’s suspected malfeasance. Wholesaler encourages Reseller to report suspicions of such relationships.

PPC (Pay Per Click) BIDDING RULES

While Wholesaler allows Reseller’s bidding on keywords that will allow consumers to more easily find Wholesaler’s products and website, Wholesaler does not allow bidding on Wholesaler’s trademarked company or product names. These are Wholesaler copyrights and trademarks and cannot be used as keywords or phrases by Reseller nor can any of Wholesaler’s trademarked product/company names be used in any domain name. Reseller cannot claim to be the “Official Site” or similar designation. Reseller must abide by these conditions in order to promote Wholesaler’s products via PPC campaigns. Permission for any exceptions to these terms must be obtained in writing from Wholesaler.

MARKETING MATERIALS

Wholesaler has a “Media Kit” available for download from the following Reseller-only area. This kit contains images (such as the Diaper Dawgs logo) and product information Reseller might require for print and online presence. Reseller may use the provided materials to prominently advertise Diaper Dawgs throughout Reseller’s website and/or brick and mortar store as Reseller sees fit. These materials can ONLY be used to promote Diaper Dawgs.

To ensure Diaper Dawgs builds and maintains its brand integrity, upon request, Wholesaler will provide complimentary additional digital graphic files (such as banners and flyers) to Reseller. Reseller must complete and submit an art request form via the media kit area of diaper-dawgs.myshopify.com

While design services are complimentary, any printing costs are the responsibility of Reseller and are not covered by Wholesaler. Any imagery of Wholesaler products, created or commissioned by Reseller, must be approved by Wholesaler prior to use. For all graphic requests or approvals please allow adequate lead-time; two weeks is recommended. Wholesaler has the right to decline any unreasonable amount of design requests or design changes.

PUBLICITY

Reseller shall not create, publish, commission, distribute or permit any written material that makes reference to Wholesaler, without first submitting such material to Wholesaler and receiving Wholesaler’s written consent. For all consent requests please allow adequate lead-time; two weeks is recommended.

CONFIDENTIALITY

Wholesaler may disclose to Reseller certain information as a result of Reseller’s participation as a purchaser of Wholesaler’s product. Wholesaler considers this information to be confidential herein referred to as “Confidential Information.” For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for a particular Reseller and not generally available to other Resellers, business and financial information relating to Wholesaler, customer and vendor lists relating to Wholesaler, and pricing and sales information for Wholesaler.

Confidential Information shall also include any information that Wholesaler designates as confidential during the term of this Agreement. Reseller agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Reseller for Reseller’s own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

Wholesaler makes no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and Wholesaler shall not have any liability to Reseller or to any other person resulting from Reseller’s or such third person’s use of the information.

PRODUCT AND RETAIL MARKETING BY WHOLESALER

Wholesaler will, at its discretion, invite Reseller to participate in certain advertising and marketing opportunities, some of which might be joint endeavors. An example of this might include an online discount sponsored by Reseller for consumer mentioning Reseller’s website in a Diaper Dawgs review video. Participation in such promotions is voluntary and not required in any way.

Wholesaler maintains a “Find a Store” page on www.DiaperDawgs.com to direct consumers to a list of Resellers (also referred to as “Resellers” on the Diaper Dawgs website) from which consumers may choose to purchase Diaper Dawgs’ products. Wholesaler will add Reseller’s logo and website to this list unless Reseller indicates otherwise.

CUSTOMER SERVICE

Wholesaler requires Reseller to maintain adequate working knowledge of Wholesaler’s products to provide in-depth customer service to their end consumer. If at any time Reseller receives a question that Reseller cannot answer, Reseller is welcome to contact Wholesaler via the Contact page at www.DiaperDawgs.com.

WARRANTIES AND MISREPRESENTATIONS

Wholesaler requires Reseller to maintain adequate working knowledge of Wholesaler’s products to provide in-depth customer service to their end consumer. If at any time Reseller receives a question that Reseller cannot answer, Reseller is welcome to contact Wholesaler via the Contact page at diaper-dawgs.myshopify.com

In addition, Wholesaler makes no representation that the operation of Diaper Dawgs website will be uninterrupted or error-free, and Wholesaler is not liable for the consequences of any interruptions or errors as no system is error-free.

LIMITATION OF LIABILITY

Wholesaler is not liable for any misuse or misrepresentations of Diaper Dawgs products by Reseller or Reseller’s consumers, and indemnifies Wholesaler for any legal actions that emanate from such misuse or misrepresentations.

Wholesaler will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation, any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement or Wholesaler’s performance of services or of any other obligations relating to the Agreement, even if Wholesaler has been advised of the possibility of such damages. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

INDEPENDENT INVESTIGATION

Reseller acknowledges that Reseller has read this Agreement and agrees to all its terms and conditions. Reseller understands that Wholesaler may at any time (directly or indirectly) solicit other Resellers on terms that may differ from those contained in this Agreement and that other Resellers may operate websites that are similar to or competitive with Reseller’s website. Reseller has independently evaluated the desirability in selling Diaper Dawgs and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement. Wholesaler retains the right and Wholesaler’s sole discretion to monitor Reseller’s websites at any time to determine if Reseller is in compliance with the terms of this Agreement. This Agreement is subject to termination if Reseller is in violation of any terms within this Agreement.

RELATIONSHIP OF parties

Reseller and Wholesaler are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Reseller will have no authority to make or accept any offers or representations on Wholesaler’s behalf. Reseller will not make any statement, whether on Reseller’s site or otherwise, that reasonably would contradict anything in this section.

MISCELLANEOUS

This Agreement will be governed by the laws of the U.S.A. and the State of Texas without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Dallas, Texas and Reseller irrevocably consents to the jurisdiction of such courts. Reseller may not assign this Agreement, by operation of law or otherwise, without Wholesaler’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Wholesaler’s failure to enforce Reseller’s strict performance of any provision of this Agreement will not constitute a waiver of Wholesaler’s right to subsequently enforce such provision or any other provision of this Agreement.

MODIFICATION

Wholesaler may modify any of the terms and conditions contained in this Agreement at any time, at Wholesaler’s sole discretion. Notice of any change by email, to Reseller’s address on Wholesaler’s records, or the posting on diaper-dawgs.myshopify.com of a change notice or a new Agreement, is considered sufficient notice for making Reseller aware of a modification to the terms and conditions of this Agreement.

All such modifications shall take effect 48 hours after Wholesaler serves notice as provided above, unless Wholesaler indicates otherwise. If any modification is unacceptable to Reseller, Reseller’s only recourse is to terminate this Agreement. Reseller’s continued participation in ordering Diaper Dawgs, following Wholesaler’s posting of a change notice or new Agreement on diaper-dawgs.myshopify.com, will constitute binding acceptance of the change.

ACCEPTANCE OF TERMS

This is a legally binding Agreement between Reseller and Wholesaler.

By placing an order on www.DiaperDawgs.com, it is made known that Reseller has read and understood the terms set forth in this Agreement, and is affirmatively indicating Reseller’s acceptance of this Agreement and to be bound by the terms of this Agreement.