Wholesale Agreement

Wholesale Applications will not be processed until this form has been received and signed. 

All sales of “products”, (also referred to as merchandise or goods), made by Repair X ("Seller", also referred to as we, our or us) to you ("Customer", also referred to as buyer, you or your) are governed by these Terms and Conditions of Sale (also referred to as agreement) unless otherwise indicated by Repair X in writing. Please read these Terms and Conditions thoroughly before submitting an application for wholesale pricing. Do not submit the Wholesale Application unless you understand these Terms and Conditions and agree to abide by them. The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Customer’s purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer.

This agreement applies in relation to any bulk sales of goods Repair X sells the Customer, even if this document is notsigned.

Distribution Grant

Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute Repair X products subject to all terms and conditions set forth in this Agreement.

Customer shall not, directly or indirectly, including through any agents, distribute, market, sell or solicit orders for any Repair X products on any of the Amazon selling platforms, including, but not limited to, Amazon.com, Amazon.ca, and Amazon.co.uk, Walmart.com, ebay.com or wish.com. Customer further covenants and agrees not to distribute, market or sell Repair X products to any person if the Customer knows or has any reason to believe that such Repair X Products will be resold by such person, directly or indirectly, on any of the Amazon selling platform, including, but not limited to, Amazon.com, Amazon.ca, and Amazon.co.uk, ebay.com, wish.com, Walmart.com, or any secondary store. You are only authorized to sell through the retail store that you have listed. Secondary stores, as well as website and online sales must receive prior written approval. If Customer becomes aware that any person to whom Customer supplies any Repair X product is marketing or selling, or is planning to market or sell the Repair X Product on any of the Amazon selling platform, including, but not limited to, Amazon.com, Amazon.ca, and Amazon.co.uk, ebay.com, wish.com or any secondary stores, Customer shall immediately notify Seller and shall cease forthwith to supply such person with Repair Xproduct. Repair X reserves the right to sell or not sell our product to any customer.

All active customer with storefronts and/or e-commerce websites will be included in Repair X’s store locator feature available on our websites and/or identified as an official distributor of Repair X. Customers may choose to opt-out of this feature by submitting a request in writing.

Original Order Minimum

For first time customers of Repair X, the minimum original order is $20,000, with a total minimum order quantity of 3000 units. Each version of the product selected requires a minimum order quantity of 200 units.

Reorder Minimum

The minimum re-order amount is $10,000.00 with a total minimum order quantity of 1000 units. Each version of the product requires a minimum order quantity of 100 units.

Discounted Order Quantity

For special discounts, the minimum order must be $10,000, with a total minimum order quantity of 1,000 units. Large orders over 10,000 units will also receive discounts of up to 60% of MSRP.

MSRP

Products purchased from Repair X are only sold at the manufacturer’s suggested retail price (MSRP). In the event the Customer chooses to place the products or goods for sale at a discount, the Customer shall not discount the products more than 15% below MSRP. Permission for special sale events beyond the 15% discount by the Wholesale Account must be requested in writing to Repair X. 

Wholesale Pricing

All prices are listed in US dollars. All wholesale prices start at 45% of the MSRP price. Additional discounts up to 60% off MSRP will be provided in the higher discounted order quantity outlined above.

Taxes

Customer agrees to pay all taxes of every description, federal, state, and municipal, that arise as a result of this sale, excluding income taxes. Unless otherwise specified, VAT and any other tax or duty payable by the Customer shall be added to the price.

Payments

Orders must be pre-paid; we are not able to offer accounts. No orders will be processed until full agreed payment is received. COD payments are not accepted. By providing a credit card number and expiration date, you are authorizing Repair X to charge the credit card for the merchandise total plus shipping and taxes (if applicable).

Payments must be made to the Seller by the customer by credit card, PayPal, or wire transfer. The seller accepts Visa/MasterCard and Discover Card as acceptable credit cards for initial orders. For first time purchases for products that require preorder, 100% of purchase price will be billed at the time of placing the order. Product requiring pre-order will generally be shipped within 3-4 weeks of placing the order. If more lead time is needed, Customer will be notified within 3 days. Terms may be extended by the Seller to the Customer for reorders as outlined below.

Cancellations

You acknowledge that once you place an order with the us, we may not permit you to vary or cancel the order unless you compensate us for the losses we incur or we otherwise consent. Cancellation request must be submitted in writing within 24 hours after payment is received. Any cancellation request submitted after the order has been processed and sent to our manufacturer, will incur a 15% restocking fee plus shipping fees (if applicable). Additions to existing purchase orders and modifications of processed orders will not be permitted.

Shipping

Orders will be shipped by the Seller via UPS, DHL, and/or FedEx. Alternatively, orders may be shipped by any method arranged for by the Customer. Most small orders (up to 500 units) are shipped within 7- 12 business days after order and payment are received. Special orders and backorders will require additional time and can be estimated at the customer’s request on a case by case basis. Actual shipping time is contingent upon availability of merchandise and credit verification. Bulk orders (more than 500 units) are shipped from our factory in California (for Repair Schematics) and Japan (for Magnetic Trays and tools). Larger orders may require additional time; please contact the Seller for information about availability. On all orders, freight will be charged on each invoice at a rate of 10% per invoice total, a minimum charge of $100.00 will apply.

We do not offer expedited shipping – ground shipping only.

We do not ship international orders at this time as Customs and shipping complications prevent this from being worthwhile.

Backorders

We will advise you as soon as possible if the inventory is running low and the item might be on back order. We advise you to handle this matter and communicate this to your customers at your discretion.

How to place order

Submit your order via email: info@repairx.org

You must submit your wholesale orders through the website. If there is an error in the website, request spreadsheet of inventory and submit orders by email. The form will be processed the next business day after receiving them. Include the following with your email orders:

1. Name and contact info of the purchasing agent
2. Full company name
3. Telephone number
4. Fax number (if applicable)
5. Hours of operation (optional)
6. Email address
7. Website
8. Store’s complete and accurate shipping address
9. Purchase order number
10. Number of units ordered (one line per version/product)
11. EIN Number
12. Signed W-9 form

When we receive your email, you will receive an email reply that your order has been received and processed. You will receive a subsequent email when your order is shipped containing a tracking number and an invoice that will include wholesale cost of the product, fees if applicable, and actual shipping charges (if applicable). Orders cannot be canceled after they ship.

Seller will not be responsible for shipping delays caused by a carrier once product is shipped.

Notice of Defects

Customer is responsible for inspecting the merchandise upon receipt. Any merchandise with visible damage must be noted to the delivery service upon receipt in the Customer’s warehouse. Customer shall notify Seller in writing within 72 hours of customer’s receipt of the merchandise of any claims for damages resulting from any defect in the merchandise discovered by the Customer. This includes if the merchandise are defective because:

• There is a shortfall in the quantity delivered; or

• There are obvious defects; or

• They do not conform to an agreed specification

Seller shall not be responsible for shortages when shipments are directed to a third party other than the Customer.

If you fail to notify us within this period, you will be deemed to have accepted the merchandise and must pay for them in full despite any defects (other than non-obvious or latent defects that you could not be reasonably expected to have identified within the time period).

Acceptance of Late or Defective Merchandise

Customer’s failure to provide written notice of a claim, as set forth in these Terms and Conditions of Sale, shall constitute a waiver of any claim the Customer may have for damages resulting from such defects, including late delivery.

Obtaining Return Authorization

If a return and refund or exchange is necessary and agreed to by the Seller, you will receive a Return Authorization Form which should be completed and e-mailed back. Customer will receive a credit posted to their account for any such return once it is received and checked in by the Seller’s warehouse. Please allow 5 to 7 days for credit posting.

Changes to Pricing & Products

We will notify you 10 days in advance of any changes in price, quantity availability, or terms and conditions. All merchandise will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability. Prices and other details in any quotation that the Seller provides are only valid for 30 days or such other limited time period as stated in the quotation.

Interest on late payments

If you fail to pay us strictly within the payment terms, then you must pay the annual interest rate on late payments of 5%. The interest will be calculated daily on the amount outstanding.

Free Samples

Repair X will make every attempt to accommodate free sample requests for interested businesses. Free samples will be sent to potential wholesale accounts at the sole discretion of Repair X. Sample recipient must prove they are a legitimate business prior to shipment of samples. Due to fluctuations in inventory, certain sample items may be substituted at the sole discretion of Repair X.

Confidentiality

Wholesale prices and pricelists of the Seller’s products is confidential, and for the use of the Customer only. Publishing or revealing the wholesale pricing of the Seller’s product line outside of the business of the Customer is strictly forbidden without prior written consent from the Seller. Failure to preserve the Seller’s confidentiality in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Customer. The Seller reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.

Disclaimer of Warranties

Seller cannot guarantee variances in color or shade of product or packaging. Seller hereby disclaims all express and implied warranties, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. All such warranties are hereby disclaimed and excluded from any and all transactions between the Customer and Seller and shall not apply to products sold by Seller.

Limitation of Liability

Customer acknowledges that the Seller, it’s directors, employees, representative or agents, shall not be liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages, including but not limited to, malfunction, damages causing loss of profits, goodwill, work stoppage, loss of data, or other intangible losses (even if Seller has been advised of the possibility of such damages), or personal injuries, damage to property, failed repair attempts, or irreparable damage to a device resulting from the use or sale of the Seller’s merchandise. Seller assumes no liability whatsoever for third party claims of damage or loss resulting from any errors, mistakes, omissions or inaccuracies of content, or any loss or damage, malfunction, delays, interruption of service, loss of business, exemplary damages, damage to property, damages causing loss of profits, failed repair attempts, loss of data, irreparable damage to a device, personal injury, or other intangible losses incurred as a result of the use of Repair X products.

No Liability for Outside Vendors

Seller shall not be liable for any work performed by any third party vendor referred by Seller and hereby waives any right to assert any claim against Seller for work performed by any other third party or vendor, including but not limited to claims for negligent referral, agency, or respondent superior.

Force Majeure

Neither Buyer nor Seller shall be liable to the other for delays in performance of its obligation hereunder caused by acts of God, war (declared or undeclared), government regulation, terrorism, pandemic, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party's control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under these Terms and Conditions of Sale, in whole or in part.

Buyer-Seller Relationship

The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.

Jurisdiction/Governing Law

Seller is headquartered in Norfolk, Virginia. These terms and conditions of sale shall be governed by and interpreted under the provincial laws of Virginia (without regard to its conflicts of laws principles) and the federal laws of the United States. If any provision of these Terms and Conditions of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. Customer expressly agrees that exclusive jurisdiction for any dispute with the Seller, or in any way relating to these Terms and Conditions of Sale, resides in the courts of Virginia and you further agree and expressly submit to the personal and exclusive jurisdiction of the courts of Virginia in connection with any such dispute including any claim involving the merchandise of the Seller or its affiliates, subsidiaries, employees, contractors, officers, and directors.

Use of Materials

All materials published on the Repair X website, packaging and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by Repair X or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under the United States copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. No material from our website or any website owned, operated, licensed, or controlled by Repair X, product packaging, or other promotional documentation may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You acknowledge that you do not acquire any ownership rights by downloading, printing or reproducing copyrighted material. The use of any such material on any other website or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary of Repair X or the other designated owner of the posted marks. Any trademarks such as Apple, Google, or Samsung or any other manufacturer is the sole owner of those trademarks and they do not have any affiliation with Repair X.

Trademarks

All terms mentioned in this product that are known to be trademarks or service marks have been appropriately capitalized. Repair X cannot attest to the accuracy of this information. Use of a term in the repair instructions should not be regarded as affecting the validity of any trademark or service mark. All trademarks and trade names are used for reference purposes only and are the property of their respective owners. Use of these does not imply any affiliation with or endorsement by them. Repair X and the Repair X logo are registered trademarks of Repair X LLC. All rights reserved.

Miscellaneous

These terms and conditions of sale constitute the entire agreement between the Seller and Customer, superseding any prior agreements between Customer and Seller. The failure of the Seller to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions of sale must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect.

Acceptance of Retail Distribution Agreement

Your signature below indicates acceptance of the retail distribution agreement outlined within this entire document.

Acknowledged and agreed by:

Printed Name of Authorized Individual & Signature: