These Wholesale Terms and Conditions (“Terms”) apply to every wholesale sale of REIGNING CHAMP branded products (“Products”) by United States of Aritzia (“Manufacturer”) to any retailer, reseller, distributor or other wholesale customer (“Retailer”).

1. Application of Terms; Order of Precedence; Updates. By submitting an order, placing or confirming an order, requesting shipment, maintaining a wholesale account, accepting delivery of Products, paying an invoice or otherwise purchasing Products from Manufacturer, the Retailer agrees to be bound by these Terms. These Terms are incorporated into and form part of every quotation, purchase order, order confirmation, invoice and sale of Products and govern all orders and sales of Products, unless Manufacturer and Retailer have entered into a separate written agreement, signed by authorized representatives of both parties, that expressly supersedes these Terms. These Terms prevail over any additional, different or inconsistent terms contained in any purchase order, vendor portal, order acknowledgement, invoice, correspondence or other document issued by the Retailer, and Manufacturer expressly rejects all such terms. Manufacturer's acceptance of a purchase order, commencement of performance, shipment of Products or receipt of payment does not constitute acceptance of any additional or inconsistent terms proposed by the Retailer. Manufacturer may amend these Terms from time to time by posting an updated version at [INSERT URL] or another location designated by Manufacturer. The version in effect on the date Manufacturer accepts the applicable order governs that order.
2. Wholesale Account Qualification. Retailer must satisfy Manufacturer's wholesale account requirements, as established by Manufacturer from time to time. Manufacturer may require business information, resale certificates, tax exemption documentation, credit information, trade references or other information to establish, maintain or review a wholesale account. Manufacturer may approve, reject, suspend or terminate any wholesale account at its sole discretion and may require updated account information at any time. Approval of a wholesale account does not obligate Manufacturer to accept any order.
3. Orders; Acceptance; Changes. Each order submitted by the Retailer constitutes an offer to purchase Products. All orders are subject to Manufacturer's acceptance, product availability, inventory allocation, credit approval and any minimum opening order, reorder minimum, minimum order quantity or other purchasing requirements established by Manufacturer from time to time. No order is binding on Manufacturer unless and until Manufacturer accepts it by issuing a written order confirmation, shipping the applicable Products or otherwise providing written notice of acceptance. Manufacturer may accept, reject, cancel, hold, limit, allocate, split or partially fulfill any order in its sole discretion. Once accepted by Manufacturer, an order may not be cancelled or modified without Manufacturer's prior written consent. Manufacturer may refuse requested cancellations or changes or condition its consent on payment of applicable restocking, handling, cancellation or other charges. Deposits for custom, special-order, pre-book, pre-order or made-to-order Products are non-refundable unless otherwise agreed by Manufacturer in writing. All sales are wholesale sales for resale only and do not create any consignment, agency, sale-or-return or similar relationship between the parties.
4. Authorized Channels; Resale; No Exclusivity. Retailer may resell Products only to end customers through approved channels and may not sell through third-party marketplaces, wholesalers, distributors, liquidation/off-price channels or other resellers without prior written approval. Without limiting the foregoing, Retailer may not resell Products on Amazon, Walmart Marketplace, eBay or any other third-party marketplace without Manufacturer’s prior written approval.
5. Pricing. Unless Manufacturer states otherwise in writing, wholesale prices are in Canadian dollars, confidential, and as set out in Manufacturer’s applicable price list, order confirmation, invoice or other written pricing communication. Manufacturer may change wholesale prices at any time without notice. Products will be invoiced at the prices applicable when the order is accepted. Any pricing dispute must be notified to Manufacturer in writing within 14 days after the invoice date, failing which Retailer will be deemed to have accepted the invoiced price. Retailer is responsible for its own resale prices and terms of resale. Any MSRP or suggested retail price is for reference only and does not restrict Retailer’s resale pricing discretion.
6. Manufacturer Programs and Allowances. Any allowance, rebate, credit, co-operative advertising, marketing support, promotional support, markdown assistance or other commercial accommodation offered by Manufacturer applies only if expressly approved and documented by Manufacturer in writing. Unless expressly stated in such written approval, no such program modifies these Terms or grants the Retailer any additional rights with respect to the Products or the Intellectual Property.
7. Shipment; Delivery; Freight and Risk of Loss. Products may be shipped from Manufacturer's distribution centres in Canada and/or the United States, as determined by Manufacturer in its sole discretion. Unless otherwise agreed by Manufacturer in writing: (a) all shipments are FOB Manufacturer's designated distribution centre; (b) delivery occurs when Manufacturer delivers the Products to the carrier at the applicable Manufacturer distribution centre; (c) title to and risk of loss for the Products pass to Retailer upon such delivery, and (d) Retailer is responsible for all freight, insurance, import and export charges, customs duties, taxes, brokerage fees, carrier surcharges and other shipping-related costs. Any shipping or delivery dates are estimates only and are not guaranteed. Manufacturer is not responsible for any delay, non-delivery, loss, damage or shortage occurring after delivery.
8. Payment; Taxes. Payment terms are as stated in Manufacturer’s invoice, order confirmation or written credit approval. Manufacturer may require prepayment, deposits, payment on shipment or net terms for approved accounts, and may suspend shipments, cancel orders or place Retailer’s account on hold if amounts are unpaid, credit limits are exceeded or payment risk exists. Late payments may incur finance charges, interest, collection costs or other charges to the maximum extent permitted by law. Unless otherwise agreed by Manufacturer in writing, Retailer is responsible for all applicable taxes, duties, levies and similar charges, except for taxes based on Manufacturer’s net income.
9. Inspection; Product Claims; Returns; Warranty Remedies. Retailer must inspect all Products promptly upon arrival at Retailer’s designated delivery location or when otherwise received by Retailer or its designated recipient, and notify Manufacturer in writing of any shortage, shipping damage, non-conformity or alleged defect within 10 business days after receipt, or the issue will be deemed waived. Products must be inspected before resale. Processed, altered, resold or used Products are not eligible for return or claim, except as required by law or approved by Manufacturer in writing. All returns require Manufacturer’s prior written authorization and must comply with its return instructions. Returned Products must be in original condition and packaging, and Retailer is responsible for return freight. Non-returnable Products include samples, special orders, clearance, discontinued, final sale and other Products designated as non-returnable. For confirmed manufacturing defects or covered warranty claims, Manufacturer’s sole obligation, and Retailer’s exclusive remedy, is repair, replacement, credit or refund of the affected Product, at Manufacturer’s option.
10. Product Testing; Care Instructions; Product Variations. Retailer is responsible for determining that the Products are suitable for Retailer's intended resale, decoration, processing or other use. Retailer shall follow, and shall not alter or remove, any care instructions, product warnings or product information supplied by Manufacturer. Natural variations in fabric, dye lots, colour, wash effects, texture, distressing, fading, shade, shrinkage and other characteristics inherent in apparel manufacturing or garment treatments are not defects. Products manufactured to prior specifications, including garment-dyed, washed or specially finished Products, may exhibit normal variations in colour, finish and appearance. Manufacturer may modify Product specifications, assortments, styles, colours, sizes, fabrics, packaging or other Product characteristics, establish or revise order requirements, or discontinue Products at any time.
11. Customer Service; Consumer Returns and Retailer Responsibilities. Retailer is solely responsible for customer service, consumer communications, exchanges, refunds and returns for Products sold to its end customers. Manufacturer is not responsible for consumer returns, exchanges, refunds or customer service matters for Products sold by Retailer, except where Manufacturer confirms a manufacturing defect or covered warranty issue under these Terms. Retailer is responsible for its consumer-facing return policies, disclosures, customer communications and compliance with applicable law.
12. Intellectual Property Ownership. Retailer acknowledges and agrees that Manufacturer and its affiliates own or are licensed to use all trademarks, service marks, trade names, logos, commercial symbols, product names, product designs, copyrights, trade dress, product imagery, product descriptions, brand photography, marketing materials and other intellectual property relating to the Products, including REIGNING CHAMP and all associated logos, designs and brand materials (collectively, the “Intellectual Property”). Except for the limited licence expressly granted in Section 13, nothing in these Terms grants Retailer any ownership interest in, or licence or other right to use, any Intellectual Property.
13. Limited Licence; Restrictions on Use. Subject to Retailer's continued compliance with these Terms, Manufacturer grants Retailer a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use the Intellectual Property solely as reasonably necessary to advertise, market, display and resell the Products through approved sales channels and in accordance with these Terms, Manufacturer's brand guidelines and any other written requirements provided by Manufacturer. The foregoing licence does not under any circumstances authorize Retailer to use ARITZIA, TEN ARITZIA, GOLDEN ARITZIA, TNA, BABATON, WILFRED, WILFRED FREE, LITTLE MOON, DENIM FORUM, SUNDAY BEST, THE SUPER PUFF, or any other trademark, logo or brand owned or licensed by Manufacturer, Aritzia or their affiliates, except as expressly authorized by Manufacturer in a separate written agreement. Participation in any manufacturer program, co-operative advertising program, marketing allowance, promotional support or similar commercial accommodation does not expand or modify the licence granted under this Section. Retailer shall not, directly or indirectly: (a) alter, modify, distort or create derivative works of any Intellectual Property; (b) use any Intellectual Property in a manner that is misleading, deceptive, disparaging or likely to dilute, tarnish or otherwise impair its distinctiveness, reputation or goodwill; (c) register, reserve or attempt to register any trademark, trade name, domain name, social media account or handle, marketplace storefront, keyword, metatag or other identifier incorporating or confusingly similar to any Intellectual Property; (d) alter, remove, obscure or cover any Intellectual Property, labels, hangtags, care labels, packaging, serial numbers or proprietary notices affixed to the Products; (e) repackage, relabel or otherwise modify the Products or their packaging without Manufacturer's prior written consent; or (f) use any Intellectual Property in connection with any products or services other than the Products or otherwise suggest any sponsorship, endorsement or affiliation beyond Retailer's status as an authorized retailer.
14. Brand Standards. Retailer shall market, display and sell the Products in a manner consistent with the premium positioning, quality and reputation of the REIGNING CHAMP brand and shall comply with Manufacturer's brand guidelines and written policies. Manufacturer may require Retailer to discontinue or modify any use of the Intellectual Property that Manufacturer reasonably determines is inconsistent with its brand standards or these Terms, and Retailer shall promptly comply.
15. Suspension and Termination of Licence. Manufacturer may suspend or revoke the licence granted under Section 13 if Retailer breaches these Terms or Manufacturer’s brand guidelines. Upon termination or suspension of the licence, or upon Manufacturer’s written request, Retailer shall immediately: (a) cease all use of the Intellectual Property; and (b) remove the Intellectual Property from all websites, marketplaces, social media accounts, advertisements, catalogues and other marketing materials, except to the extent required by law or otherwise expressly permitted by Manufacturer in writing. Notwithstanding the foregoing, following any suspension or termination of the licence, or upon Manufacturer’s written request, Retailer shall promptly comply, at its own cost, with Manufacturer’s instructions, in its sole discretion, regarding any Products bearing or incorporating the Intellectual Property, including any permitted sell-off period, return or transfer to Manufacturer or its designee, destruction or other disposition. To the maximum extent permitted by law, Manufacturer shall have no liability or obligation to Retailer arising from any such instruction or Retailer’s compliance with it, including for lost sales, profits, markdowns, inventory costs or other losses. For greater certainty, nothing in this section shall limit the Manufacturer's rights to seek any other remedy available under these Terms, at law or in equity.
16. Equitable Relief. Retailer acknowledges that any unauthorized use or misuse of the Intellectual Property, or any breach of the brand standards or licence restrictions in these Terms, may cause irreparable harm to Manufacturer and its affiliates for which monetary damages may be inadequate. Accordingly, Manufacturer and its affiliates may seek injunctive relief, specific performance and other equitable remedies, without the need to prove actual damages or post a bond, in addition to any other rights or remedies available at law or in equity.
17. Compliance with Laws. Retailer will comply with all applicable laws, rules and regulations relating to its purchase, import, export, advertising, marketing, sale, distribution and resale of the Products, including consumer protection, product safety, privacy, anti-corruption, sanctions, customs, tax, marketing and e-commerce laws. Retailer is solely responsible for ensuring that its retail sales practices, online store terms, consumer disclosures, pricing, promotions, returns policies and customer communications comply with applicable law.
18. Recall, Withdrawal and Regulatory Matters. Retailer must promptly notify Manufacturer of any product safety issue, regulatory inquiry, consumer complaint alleging injury or defect, threatened claim, or other matter that could reasonably require investigation, corrective action, recall, withdrawal or customer communication relating to the Products. Retailer will cooperate with Manufacturer in good faith in connection with any investigation, corrective action, recall or withdrawal involving the Products.
19. Confidentiality. Retailer must keep confidential all non-public information provided by or on behalf of Manufacturer, including wholesale pricing, Product availability, launch timing, assortment plans, sales programs, business terms and other commercial information. Wholesale prices are confidential and may not be disclosed except as expressly authorized by Manufacturer in writing. Retailer may use confidential information only to purchase and resell Products in accordance with these Terms and may disclose it only to personnel and professional advisers who need to know it and are bound by confidentiality obligations.
20. Warranty Disclaimer. Except for any express written warranty provided by Manufacturer in these Terms or in a separate written agreement signed by Manufacturer, and to the maximum extent permitted by applicable law, Manufacturer disclaims all warranties, representations and conditions, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, non-infringement or arising from course of dealing, usage of trade or course of performance.
21. Limitation of Liability; Indemnification. To the maximum extent permitted by law, Manufacturer will not be liable for any indirect, incidental, consequential, special, exemplary, punitive or aggravated damages, lost profits, lost revenue, loss of goodwill, chargebacks, markdowns, business interruption or similar losses arising out of these Terms, any order or the Products, even if advised of the possibility of such damages. Manufacturer’s aggregate liability for any order or Product will not exceed the amount paid by Retailer for the specific Product giving rise to the claim. Retailer will defend, indemnify and hold harmless Manufacturer and its affiliates, and their respective directors, officers, employees, agents, successors and assigns, from claims, losses, liabilities, damages, costs and expenses, including reasonable legal fees, arising out of Retailer’s breach of these Terms, resale or marketing of the Products, unauthorized Product alterations, consumer-facing practices, use or misuse of the Intellectual Property, unauthorized channels or resellers, or violation of law, except to the extent caused by Manufacturer’s gross negligence or wilful misconduct.
22. Force Majeure. Manufacturer will not be liable for any delay, shortage, allocation, cancellation or failure to perform caused by events beyond its reasonable control, including severe weather, fire, flood, pandemic, war, civil unrest, labour disruption, transportation or port delays, supplier or material shortages, utility interruption, cyber incident, governmental action, change in law or similar events. If Products become unavailable or delayed, Manufacturer may allocate available Products, substitute comparable Products, delay shipment or cancel the affected order, in whole or in part, without liability.
23. Termination; Suspension. Manufacturer may suspend shipments, cancel orders, close or place a hold on Retailer’s account, or terminate Retailer’s authorization to purchase Products at any time, with or without cause, including if Retailer fails to pay amounts when due, breaches these Terms, sells through unauthorized channels, misuses the Intellectual Property, fails to preserve brand standards, provides inaccurate account information, fails to maintain required resale documentation, or engages in conduct that Manufacturer considers harmful to Manufacturer, the REIGNING CHAMP brand or the Products.
24. Governing Law; Jurisdiction. These Terms, each order and all matters arising out of or relating to them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of British Columbia will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, any order or the Products.
25. Miscellaneous. Retailer may not assign these Terms or any order without Manufacturer’s prior written consent. These Terms bind and benefit the parties and their permitted successors and assigns. If any provision is invalid or unenforceable, the remainder remains effective. No waiver is effective unless in writing and signed by Manufacturer. Any amendment must be approved by Manufacturer in writing. Provisions that by their nature should survive termination or expiry will survive termination or expiry. These Terms, together with the applicable order confirmation, invoice and approved written program documents, are the entire agreement between Manufacturer and Retailer for the wholesale purchase and resale of Products.