Wholesale T&C

All sales by VUORI, INC. (“Vuori”) to Resellers of Vuori products (“Dealers”) are exclusively governed by and subject to the terms and conditions contained herein. Terms or conditions proposed by Dealer which add to, vary from, or conflict with this agreement are expressly rejected and can only be made effective in a written document signed and dated by an executive officer of Vuori specifically referencing this agreement and the order to which they relate.

Vuori sells premium athletic clothing and activewear apparel, sporting goods, merchandise and accessories designed for women and men (hereinafter “Products”). Nothing in this agreement obligates Vuori to sell any Products to Dealer for any period of time; or restricts Vuori from selling any products to any third party regardless of their proximity.
Dealer may not:
1. Purchase Vuori Products from any other source than Vuori.
2. Order or purchase products in excess of the quantities reasonably projected to be sold by Dealer to consumers through its retail stores;
3. Sell Vuori Products other than to consumers at retail through Dealer's authorized outlets and may not divert or sell Vuori Products to an entity or person that Dealer knows or should know has the intention of reselling such Vuori products;
4. Sell or assist in any sale of Vuori products in any swap meet, flea market, or other similar type of environment;
5. Sell Vuori products through mail order, catalogs, online auction websites, or otherwise on or through the internet, except as specifically authorized in writing by Vuori;
6. Sell Vuori products on Dealer's website without formal approval by Vuori management. If authorized by Vuori management to sell Vuori products on Dealer's website, it is mandatory to have Dealer sign and return separate ECOMMERCE agreement.
7. Sell Vuori product to any reseller including Amazon.
8. Use or duplicate the trademarks, copyrights, or logos of Vuori or than with materials provided by or authorized buy Vuori;
9. Sell or display any imitation Vuori products.
Dealer agrees:
1. Not to advertise Vuori Products with the prior written approval of Vuori.
2. Not to promote Vuori Products in any manner that reflects negatively upon the products or upon Vuori.
3. To abide by the Minimum Advertised Priced Policy ("MAP Policy") which is a separate agreement incorporated herein.
4. An acceptable presentation of Vuori must be maintained at all times.
5. To the minimum opening order provided by the Vuori sales representative.
6. To submit pre-book orders for future seasons business to support Vuori's planning process and help fulfill consumer and dealer demand.
7. Dealer's failure to abide by these terms and conditions will result in termination of delivery of goods by Vuori, and Dealer will be liable for all damages.
8. The completion or submission of an order for Vuori products does no constitute acceptance of the order by Vuori. Delivery to Dealer pursuant to an order constitutes acceptance of that order. Vuori may accept the order in whole or in part, it its sole discretion.
9. Each delivery will be deemed a separate contract. Delay in delivery or the failure to affect delivery for any reason does not render the contract subject to cancellation or entitle Dealer to damages however arising. Dealer is responsible for risk of loss, deterioration, or damage to the Vuori products from the time they leave Vuori premises. Any refused or returned shipments may result in a 15% restocking fee.
Payment: Payment will be due based on terms granted after credit check/approval is executed. Vuori accepts the following payment methods; ACH, company check, credit card, or wire transfer. All credit card payments are processed via Pay by Link, an online payment processing service provided by Ayden.
Product Returns: Vuori product returns ("Returns") are approved at the sole discretion of Vuori and must include a valid Return Authorization ("RA") number. Unauthorized returns will be refused or disposed of at Dealer's expense. Dealer is responsible for coordination and transportation of RA back to Vuori warehouse.
1. Return Authorizations (RA): Returned product must be new and free from wear marks, retail labelling, scratches or damage (hereinafter "1st quality condition"). All returned Vuori product is inspected upon receipt to verify quality and condition. "1st Quality" product will be credited at wholesale sale value. "2nd Quality" product is destroyed upon receipt and will not be credited to Dealer.
2. Vuori will only issue Credit Memos for any authorized returns. These Credit Memos can be used an applied to future shipments (invoices). Vuori will NOT issue refunds for any returned merchandise.
Claims: Dealer must notify Vuori in writing within seven (7) days after Dealer's receipt of any shipping, price, or order discrepancies. Dealer's failure to notify Vuori of any non-conformity, discrepancies, or damages within such time frame will bar any return or claim thereto. All Claims are subject to inspection and must be approved by Vuori in its sole discretion before a credit can be issues. Claims determined to be unauthorized will not be processed. Dealer is responsible for any costs associated with an unauthorized claim, including but not limited to payment of all deductions, charge-backs, late fees, and interest incurred due to nonpayment. Vuori will only issue Credit Memos for authorized claims. These Credit Memos can be used and applied to future shipments (invoices). Vuori will not issue refunds for any authorized claims.
Privacy: For detailed information on our privacy practices and policies, please refer to our comprehensive Privacy Policy, accessible at Vuoriclothing.com/pages/privacy-policy. This document outlines how we collect, use, store, and protect your personal information, ensuring your privacy and data security.
General Provisions:
1. Vuori is not responsible in any way for delayed shipment, partial shipment, or non-shipment caused for any reason.
2. In no event is Vuori responsible or liable for any direct, indirect, incidental, or consequential damages incurred by Dealer however arising. Except as herein specifically provided, Vuori makes no warranties, express or implied, of merchantability, fitness for purpose, or otherwise. Vuori's liability for breach of any warranty or contract is limited solely to offer a credit memo or replacement of product at purchase price, at Vuori's option.
3. Dealer will reimburse Vuori for any fees, costs, and expenses including, without limitation, attorney's fee or the costs of a repossession or collection agency, to collect any amounts owing by Dealer to Vuori or to enforce Vuori's rights under this agreement, regardless of whether any lawsuit or court action had been filed by Vuori. Except as stated herein, the parties will bear their own attorney's fees and costs resulting from another dispute between the parties.
4. These conditions embody the entire agreement and understanding of the parties hereto and supersede any prior agreement or understanding between them with respect to the purchase of the Vuori products or provisions of services. Whenever possible, each provision of this agreement must be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this agreement is prohibited or invalid under applicable law, such provision will be ineffective only the extent of such prohibition or invalidity without the invalidating the remainder of such provision of the remaining provisions hereof.
5. This agreement will be governed by, construed, and interpreted in accordance with the laws of the State of California, including, without limitation, the Uniform Commercial Code as adopted by the State of California, with the same full force and effect as if this agreement was entered into and carried out entirely with such state. The rights and remedies of Vuori hereunder supplement Vuori’s other rights, whether existing under the Uniform Commercial Code or otherwise and all such rights and remedies are deemed cumulative and not exclusive.
6. Actions or proceedings brought to enforce, or which otherwise arise out of or relates to, the agreement contained herein, must be brought and maintained only in a court of competent jurisdiction in San Diego County, California. Dealer Acknowledges that this Agreement is entered into and is to be performed in San Diego County, California, and Dealer herby submits to jurisdiction and venue in such State and County.
7. Nothing herein contained may be construed as to create a partnership, joint venture, or franchising relationship between Vuori and Dealer. Dealer agrees to notify Vuori in the event of a sale of the stock or other ownership interests of Dealer or a sale of more than 50% of the assets of Dealer. Waiver by Vuori of any term, provision, or condition of this agreement will not be deemed to be a waiver of any other term, provision, or condition of this agreement. Waiver by Vuori of any term, provision, or condition of this agreement on any particular order or orders will not be deemed to be a waiver of the same terms, provision, or condition of any other orders.