Terms & Conditions
International Terms and Conditions of OppoSuits - Wholesale
1 Definitions
1.1 Agreement: shall mean the agreement between the Customer and OppoSuits for the sale, purchase and delivery of Products.
1.2 Customer(s): shall mean any natural person or business entity with whom OppoSuits and its employees deal in the course of its business, including representative(s), agent(s), successor(s), and retailers, and including visitors of the OppoSuits website.
1.3 Defect(s): shall mean any substantive defect of a Product in violation of any written specification by OppoSuits, as a result of which the Product is not fit for its intended use, at OppoSuits’s sole discretion.
1.4 OppoSuits: OppoSuits USA Inc., a Delaware corporation.
1.4 Party or Parties: shall mean OppoSuits and Customer, individually or collectively.
1.5 Product(s) shall mean the OppoSuits products provided pursuant to the Agreement, including but not limited to suits and apparel.
1.6 Terms shall mean these International Terms and Conditions.
2 Applicability
2.1 These Terms apply to all offers of OppoSuits and exclusively govern the relationship between OppoSuits and Customers, and any Agreement or other agreements between OppoSuits and Customers, and any subsequent amendment to any agreement or the Agreement. These Terms shall be applicable even if OppoSuits uses third parties to deliver products.
2.2 No other Terms shall be binding upon OppoSuits unless accepted by it in writing. OppoSuits expressly rejects any general Terms used by Customer. Customer may issue a purchase order for administrative purposes only. Additional or different Terms contained in any such purchase order will be null and void and do not bind OppoSuits.
2.3 OppoSuits reserves the right to amend these Terms at any time. New or amended general Terms shall be applicable upon thirty (30) days notice to Customer.
2.4 In case of inconsistencies between the terms of an Agreement and those contained in these Terms, those in the Agreement shall control.
3 Offers, Products, Prices and Taxes
3.1 All offers of OppoSuits are non-binding and may be revoked at any time, unless OppoSuits stated otherwise in writing. Any amendments made by OppoSuits in writing shall entail a new offer, automatically revoking the previous offer. Any amendments by Customer of a OppoSuits offer will be deemed a new offer by Customer, which OppoSuits may accept or reject in its sole discretion. Offers will only be deemed accepted by OppoSuits if it does so in writing.
3.2 Unless stated in writing by OppoSuits otherwise, Customer understands and agrees that it may not resell or commercialize Products in any other way through third party online channels, either directly or indirectly, nor will Customer agree or cooperate with third parties selling Products online. However, Customer may sell Products through its own fully owned store websites / webstores that are independent and not part of a larger e- commerce platforms like Amazon, Ebay, or Alibaba. All offers, sales and Agreement are conditional upon Customer’s full compliance with this section 3.2, and OppoSuits will be allowed to suspend or terminate any offer, sale and/or performance under the Agreement, including delivery of Products, in case of Customer’s breach of this section 3.2., in addition to any other legal remedies available to OppoSuits, including damages and injunctive relief.
3.3 Customer hereby understands and accepts that all samples, colors, drawings, models, figures, dimensions, weights or any other specifications for Products are estimates only, although OppoSuits will use best efforts to ensure their accuracy. Small deviations, especially in color tones, cannot be deemed a Defect of the Product.
3.4 Product configurations and prices are subject to change at any time, and OppoSuits shall at all times be entitled to modify price lists, brochures, printed matter, quotations and other documents.
3.5 All prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on OppoSuits or Customer by any taxing authority (other than taxes imposed on OppoSuits’s income), related to Customer’s order, unless Customer has provided OppoSuits with an appropriate resale or exemption certificate for the delivery location. In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to OppoSuits of delivering the Products, whereby and to such an extent OppoSuits is entitled to increase its prices accordingly and retro-actively.
3.6 The prices or fees quoted are in USD or in another currency if stated by OppoSuits in writing.
3.7 All Agreements for the delivery of Products shall be treated as separate agreements.
4 Payment
4.1 Where payment is not made within the terms agreed upon by the parties, contractual interest shall be owed at a rate of 1.5% a month, or the highest rate allowed by law, if lower, with effect from the first day following expiration of the payment term referred to in this article; part of a month shall be considered a full month.
4.2 Payments made by Customer shall always be used first to meet all the interest and costs owed and subsequently for the settlement of claims under the Agreement which have remained outstanding for the longest period of time, even when Customer specifies that the payment relates to another claim.
4.3 Customer shall not be entitled to refuse to discharge or to suspend the discharge of its payment obligations on account of an alleged Defect in the Products, or on any other account whatsoever.
4.4 If OppoSuits believes that Customer’s financial position and/or payment performance justifies such action, OppoSuits has the right to demand that Customer immediately furnish security in a form to be determined by OppoSuits and/or make an advance payment. If Customer fails to furnish the desired security, OppoSuits has the right without prejudice to its other rights, to immediately suspend the further execution of the Agreement, and that which Customer owes to OppoSuits for whatever reason will become immediately due and payable.
4.5 Customer shall be liable for amounts which OppoSuits incurs to collect payment, including without limitation, collection agency fees, reasonable attorneys’ fees and arbitration or court costs.
5 Orders, Shipping, and Delivery
5.1 All orders are subject to Product availability and OppoSuits is entitled to make partial deliveries. Customer is aware that Products are shipped through third party carriers and that delivery times and dates are merely estimates. OPPOSUITS CANNOT BE HELD LIABLE FOR ANY DAMAGES BECAUSE OF DELAY IN DELIVERY OF PRODUCTS.
5.2 Unless agreed in writing differently, delivery of Products shall be made Ex Works, warehouse, Butner, North Carolina, as this term is specified in the Incoterms 2010. Orders will be shipped to the address provided by Customer in writing at the time of the order. Customer must accept delivery of Products during normal business hours, failing which all costs arising thereof (including storage charges and freight charges) shall be charged in conformity with OppoSuits’s rates or local charges.
6 Inspection, Acceptance of Products, Returns
6.1 Claims in connection to shortages or errors in shipments, or obvious defects in Products, must be reported in writing to OppoSuits within seven (7) business days of receipt of such shipment. If Customer fails to report timely, OppoSuits will have no obligation to correct such shipments, unless Customer bears all the expenses thereof.
6.2 In the case of any alleged shortage or Defects, Customer shall allow OppoSuits to inspect the Products subject to the alleged defect.
6.3 Notwithstanding the above, OppoSuits will have no obligation to replace or repair any Products if the Products have been, washed or chemically cleaned, handled, processed or stored improperly by the Customer, or if the Products have already been processed and or if the Customer has not fully met its obligations under these Terms.
6.4 The risk of loss or damage of Products shall pass to Customer at the moment of delivery Ex Works, warehouse, Butner, North Carolina, or when the Customer, or an agent or subcontractor acting on its behalf, has effectively assumed control of the Products, whichever is sooner, even if OppoSuits has not yet transferred ownership thereof. Any damage to the Products, or any loss related thereto, shall be for the account of the Customer.
6.5 THE REMEDY FOR ALLEGEDLY DEFECTIVE PRODUCTS IS THE REPLACEMENT OF SUCH PRODUCTS OR PARTS OF SUCH PRODUCTS, AT NO COSTS FOR CUSTOMER, HOWEVER SHIPPING COSTS WILL BE FOR THE ACCOUNT OF CUSTOMER, UNLESS OTHERWISE AGREED UPON BY BOTH PARTIES. ALTERNATIVELY, CUSTOMER MAY CHOOSE TO RECEIVE A CREDIT UP THE PAID LIST PRICE OF THE DEFECTIVE PRODUCT(S) TOWARDS FUTURE PURCHASES.
6.6 Customer may return products within fourteen (14) days of receipt after giving advance written notice to OppoSuits, if: (I) it is in new condition, without Customer’s price tags, suitable for resale in its undamaged original packaging and with all its original parts and (II) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. All returns shall be subject to the following deductions: (I) cost of putting items in saleable condition; (III) transportation charges, if not prepaid; and (III) handling and restocking charges. Discounted products may not be returned, unless agreed by OppoSuits in writing. Custom made products may not be cancelled or returned, and no refund will be made.
7 Intellectual Property Ownership and Right of Use
7.1 All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights and trade secret rights, tools, documentations, etc., in relation to the Products, are owned by OppoSuits or its licensor(s). No transfer or other grant of rights is given to Customer, unless explicitly stated in writing. This applies even if Products have been specifically designed, developed or complied for Customer.
7.2 Unless otherwise agreed in writing, Customer may not make repairs or modifications to the Products, nor allow or enable any third parties to do so. Customer may not, nor may enable and/or allow third parties to copy, display or distribute any Products, without OppoSuits’s prior approval.
7.3 Customer shall not be permitted to affix any other trademark to the Products, or to remove any copyright, trademark or other proprietary rights notices on same, or to use the relevant mark in any other way, or to register it in Customer’s own name.
7.4 If a third party threatens to infringe any of the intellectual property rights of OppoSuits and Customer has knowledge of it, Customer is obliged to notify OppoSuits in writing immediately.
8 Confidential Information
8.1 Confidential Information means (I) the existence and terms of any agreement between the Parties and (II) any non-public, confidential or proprietary information relating to a disclosing Party, including any that is designated by the disclosing Party as Confidential Information at the time of its disclosure, either by a written or visual confidentiality designation, or otherwise if such information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information doesnot include information, data or know-how which: (I) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving Party; (II) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure; (III) is lawfully in the possession of the receiving Party at the time of disclosure by the disclosing Party and not otherwise subject to restriction on disclosure; (IV) is approved for disclosure by prior written authorization of the disclosing Party; or (V) is developed independently and separately by either Party without use of the disclosing Party’s Confidential Information.
8.2 Each Party agrees that it will safeguard the confidentiality of the Confidential Information supplied by the other Party and that it will observe the same due care with respect to such information as it would observe with respect to its own Confidential Information. The other Party shall not sell, copy and/or distribute in any way Confidential Information to third parties, without disclosing Party’s prior written consent, which consent may be granted or withheld in such Party’s sole and absolute discretion.
8.3 Each Party agrees that it will restrict the circle of employees or third parties it retains who have access to the other Party’s Confidential Information as much as possible and provide such access only on a need to know basis and after binding such employees and third parties to the same level of confidentiality as set forth in these Terms.
8.4 Immediately following the receipt of a written request to this effect by the disclosing Party the receiving Party will return any and all Confidential Information received from the disclosing Party or destroy such Confidential Information, if the disclosing Party so requests.
9 Cancellation, Termination and Suspension of Performance
9.1 If Customer believes that OppoSuits has failed to perform under the Agreement, it must notify OppoSuits in writing and allow two (2) weeks for OppoSuits to cure if it has failed to perform.
9.2 If Customer fails to make payment of any amount due on the due date or Customer otherwise fails to perform its obligations under the Agreement or these Terms, or if OppoSuits reasonably expects that Customer will not fulfill its obligations, OppoSuits may in its sole and absolute discretion suspend performance under its Agreement with Customer and/or terminate the Agreement (in whole or part), with immediate effect, without being liable for any damages to Customer.
9.3 Notwithstanding the above and without any obligation to return any prepaid sums, OppoSuits may terminate its relationship with Customer, or may terminate or suspend OppoSuits’s delivery of Products at any time: (I) if Customer is in breach of these Terms and/or the Agreement; (II) if OppoSuits reasonably suspects that Customer is using Products to breach the law or infringe third party rights; (III) if OppoSuits reasonably suspects that Customer is trying to unfairly exploit or misuse the complaint policy, or any of OppoSuits’s policies; (IV) if OppoSuits reasonably suspects that Customer is using Products fraudulently, or that Products provided to Customer are being used by a third party fraudulently; (V) for a force majeure event that continues for more than ten (10) days upon notice; (vi) if Customer fails to pay any amounts due to OppoSuits; (VII) if required due to change in laws/regulation by a regulator or authority with a lawful mandate, or by any of OppoSuits’s partners; (VIII) in respect to a particular OppoSuits Product, upon thirty (30) days’ notice if OppoSuits decides to cease offering that Product; (IX) the bankruptcy of the Customer has been applied for; (X) an attachment is levied on the goods of Customer; (XI) Customer is liquidated or discontinued; and/or (XII) Customer is in violation of any applicable laws or regulations.
9.4 Upon suspension and/or termination, all invoiced sums will become immediately due and payable. In the event of suspension of performance by OppoSuits, OppoSuits may at its sole discretion resell any Products ordered by Customer, at a public or private sale without notice to Customer and without affecting OppoSuits’s rights to hold the Customer liable for any loss or damage caused by breach of contract by Customer.
10 Warranty
10.1 OppoSuits warrants its Products against errors and defects in materials and workmanship for two (2) months from the date of factual delivery to the end-user/end-customer, or for five (5) months from the date of delivery to Customer, whichever comes first. During the aforementioned warranty period, OppoSuits will use its best efforts to repair any Defects as may be found during such period. However, any such problems or malfunctioning encountered in the use of the Products, as arise out of user errors or inexpert use on the part of Customer or third party users, and any problems involving any such Defects as could have been brought to light in the context of the initial inspection as set forth in Section 6.1, or out of any other causes that are not attributable to OppoSuits, shall be for Customer’s risk and account.
10.2 Any Products not manufactured by or on behalf of OppoSuits, and/or supplied by third parties, but delivered by OppoSuits to Customer, is only covered by the warranty provided by the manufacturer and/or supplier, if any, and is not covered by the OppoSuits warranty set forth in Section 10.1.
10.3 THE REMEDY FOR ALLEGEDLY DEFECTIVE PRODUCTS HEREUNDER, IS THE REPLACEMENT OF SUCH PRODUCTS OR PARTS OF SUCH PRODUCTS, AT NO COSTS FOR CUSTOMER, HOWEVER SHIPPING COSTS WILL BE FOR THE ACCOUNT OF CUSTOMER, UNLESS OTHERWISE AGREED UPON BY BOTH PARTIES. ALTERNATIVELY, CUSTOMER MAY CHOOSE TO RECEIVE A CREDIT UP THE PAID LIST PRICE OF THE DEFECTIVE PRODUCT(S) TOWARDS FUTURE PURCHASES.
10.4 The warranties hereunder do not cover faults or damages arising from washing or dry cleaning, faulty, careless, or improper treatment, improper storage, unauthorized use or misuse of Products, and improper or defective environmental circumstances, or a failure caused by a product for which OppoSuits is not responsible.
10.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPPOSUITS, ITS LICENSORS, THIRD PARTY SUPPLIERS, AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE OPPOSUITS PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OPPOSUITS OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
11 Liability and Limitation of Damages
11.1 OPPOSUITS DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO OPPOSUITS’S PRODUCTS, NEITHER OPPOSUITS NOR ITS OFFICERS OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH PRODUCTS.
11.2 CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES RELATING TO OPPOSUITS’S PRODUCTS, USED, DISTRIBUTED, OR SOLD BY CUSTOMER. NEITHER OPPOSUITS NOR ITS OFFICERS OR EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING OR RELATING TO ALL ACTS AND/OR OMISSIONS RELATING TO PRODUCTS USED, DISTRIBUTED, OR SOLD BY CUSTOMER.
11.3 IN NO EVENT SHALL OPPOSUITS, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, OR INTERRUPTION OF BUSINESS.
11.4 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, OPPOSUITS’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE TOTAL PAID BY CUSTOMER FOR THE PRODUCTS IN CONNECTION TO WHICH THE DAMAGING EVENT OCCURRED.
11.5 THE LIMITATIONS ON OPPOSUITS’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT OPPOSUITS, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
12 Indemnification
12.1 SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THE PARTIES AGREE TO INDEMNIFY, DEFEND AND HOLD THE OTHER PARTY, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS BY ANY THIRD PARTY ARISING OUT OF, OR IN CONNECTION WITH THE MATERIAL BREACH OF THE AGREEMENT BY THE INDEMNIFYING PARTY.
13 Insurance
Customer shall maintain sufficient insurance policies in connection to possible claims relating to the Products sold by Customer.
14 Severability
If any provision of these Terms, the Agreement or any other agreement between the Parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (I) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (II) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
15 Force Majeure
OppoSuits will not be liable for any delay in performing or failure to perform any of its obligations under these Terms or the Agreement caused by events beyond its reasonable control. OppoSuits will notify Customer promptly in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
16 Assignment
Customer is not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder. Any such attempted assignment, delegation or transfer will be null and void. OppoSuits is permitted at its sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.
17 Entire Agreement
The Agreement and these Terms contain the entire agreement between OppoSuits and Customer regarding Customer’s purchase of the Products, and supersedes and replaces any previous communications, representations or agreements, or Customer’s additional or inconsistent terms, whether oral or written.
18 No Waiver
The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or these Terms or by law shall not constitute a waiver of that right, power or remedy. If OppoSuits waives a breach of any provision of these Terms or the Agreement, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.
19 No Beneficiaries
Any agreement between the Parties is for the sole benefit of the Parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the Parties thereto, any legal or equitable rights thereunder.
20 No Partnership
Nothing contained in any agreement between the Parties shall be read or construed so as to constitute the relationship of principal and agent or of partnership between the Parties. Neither of the Parties may pledge or purport to pledge the credit of the other Party or make or purport to make any representations, warranties, or undertakings for the other Party.
21 Injunctive Relief
Customer acknowledges that OppoSuits shall suffer irreparable injury in case of breach of the obligations under Articles 7 and 8. Accordingly, in the event of such breach, Customer acknowledges that OppoSuits will be entitled to injunctive relief in any state or federal court of competent jurisdiction within the State of New York and in the state or jurisdiction in which Customer is located. Customer further submits to the personal jurisdiction of such courts for the purposes of any such action.
22 Governing Law and Arbitration
Unless stated otherwise in writing, any and all agreements between the Parties shall be governed by and construed in accordance with the laws of the State of New York, notwithstanding conflict of law principles, and without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. All disputes and controversies arising out of or relating to these Terms or the relationship of the Parties shall be finally and bindingly resolved under the International Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST OPPOSUITS, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.