*NOTE: As of October 1, 2015 ModestLily’s Reseller Terms & Conditions Policy has

been updated. Please review all information below.

ModestLily RESELLER TERMS AND CONDITIONS

Following are ModestLily, Inc. ("ModestLily") terms and conditions that shall apply to "Resellers," who order ModestLily products at wholesale solely for the purposes of resale to the public. Sales to Resellers are limited to bona fide commercial retailers whose status as a bonafide retailer must be verified to ModestLily's satisfaction. Verification may include photographs of Reseller's store interior and exterior, and a government wholesale seller permit,
Federal Tax ID, Business License or any other applicable documentation. Reseller agrees that ModestLily products shall be sold only within a retail space where Reseller's customers can physically see ModestLily products. Reseller agrees that it shall not sell ModestLily products for less than ModestLily’s MSRP at any time without ModestLily's prior written consent.
Reseller agrees that it is forbidden to sell ModestLily products on a wholesale basis to other retailers. ModestLily reserves the right to terminate the account of any Reseller who in ModestLily's sole opinion diminishes ModestLily's brand or image because of the way Products are sold, priced, serviced, depicted or represented.

Order Minimum

Minimum opening order for new wholesale accounts is $1,000.00 US Dollars.
In addition, a $500.00 US Dollar monthly minimum is recommended to keep your account active and in good standing. With the roll out of our monthly collections, an account will be able to continually bring in new merchandise, which will excite customers and help inventory turns.
A minimum shipping and handling surcharge of $10.00 US Dollars will be automatically applied to orders of three items or less. For larger bulk orders, shipping will be calculated based on order qty and weight.

Any combination of styles and sizes can be ordered to meet opening and monthly minimums.

Returns, Inspection and Acceptance

All sales are final. You agree to inspect the Products promptly upon receipt. Only Defective Products may be returned for exact exchange or store credit.

You shall notify us in writing of any shortage, nonconformity or defect or other claim within 5 days after delivery of the Products, otherwise you will be deemed to have accepted the Products and waive any rights to reject them. ModestLily is not responsible for Products lost or without proper notification. No returns will be accepted without prior RMA authorization with ModestLily. Without limiting the foregoing, returns shall not be accepted for any Products which have been worn, subject to improper storage, maintenance, alteration or other misuse, or to the extent damage or loss results as a consequence of subsequent shipment by you.

Your sole remedy, for breach of this agreement or otherwise, is to return the defective Products to us and our only obligation, upon  receipt and inspection of said Products at our facility, is, at our option, to either replace such non-conforming Products or to refund or credit the price paid by you for such non-conforming Products.

Shipment

Cost of shipping is dependent on the total order cost, weight of the order, and shipment destination. There is no flat rate shipping fee for wholesale orders. Orders are FOB Maryland and processed during regular business hours, Monday - Friday 9:00am - 5:00pm PST. Most items ship within 24-48 business hours of receipt of payment and will arrive in 5 -7 business days from shipping date for domestic orders. International orders may take longer than 5 - 7 business days to arrive due to holds placed at customs. Items are shipped via USPS or FedEx from Maryland at Reseller's expense. Shipping to the lower 48 states is standard ground. Expedited shipment is available when checking out.

FEDEX WILL NOT DELIVER TO P.O. BOXES. Reseller agrees that ModestLily will not be responsible any delivery loss or damage. Fedex and US Postal Service are ModestLily’s primary shipping services.

Orders/Payments

All orders are subject to ModestLily's approval. Unless otherwise agreed in writing in advance by an officer of ModestLily, Reseller must make payment for all orders in US dollars prior to shipment. ModestLily accepts the following forms of payment: PayPal; Visa; MasterCard; American Express; Discover; Bank Wire ($40 fee); or any other financial transfer instrument agreed to in advance. ModestLily will charge required local and state taxes for Maryland Resellers if not provided with a current Maryland issued Resale certificate.
Reseller is solely responsible for sales and all other taxes associated with the order, except for taxes on ModestLily's net income.

Pricing Policy

ModestLily prices are quoted at the time of an order. Prices may change at any time without prior notice. Products are available on a first come, first buy basis and are not guaranteed to be in stock. ModestLily reserves the right to change this number at any time.
Reseller agrees that it shall not sell ModestLily products for less than ModestLily’s MSRP at any time without ModestLily's prior written consent.

Online Sales

Reseller agrees that it shall not sell ModestLily products on the Internet without ModestLily's prior written consent. Reseller agrees that it will not engage in, directly or indirectly, any sales of ModestLily products on eBay or other auction or similar websites. In addition to any other remedies ModestLily may have, Reseller authorizes ModestLily to retroactive charge Reseller the difference between the wholesale price paid and the retail price, plus applicable taxes, of all items purchased if it is determined that Reseller is engaging in unauthorized online sales of ModestLily products.

Intellectual Property

Reseller acknowledges that the name "ModestLily," all text and graphics on ModestLily web pages, and all photographs of ModestLily modeled clothing are the exclusive intellectual property of ModestLily. Permission is granted to Resellers to use ModestLily photographs, graphics and text solely in connection with the retailing of ModestLily products and only when there is clear attribution to ModestLily. ModestLily intellectual property shall not be used to promote other brands of apparel or other products. Reseller agrees to exercise extra care to prevent non-ModestLily products from being associated with or attributed to ModestLily.

Reseller agrees that it shall not use any confusingly similar trademarks or trade names as "ModestLily." Upon request, Reseller agrees to provide ModestLily with examples of its usage of ModestLily text, graphics, or photos.

Reseller Representations

Reseller agrees that it shall not represent that there is any relationship between Reseller and ModestLily other than wholesale supplier relationship defined by this agreement. Reseller further agrees that it will not misrepresent, intentionally or unintentionally, any information about ModestLily or its products. Reseller may be required to follow ModestLily’s marketing requirements to maintain brand consistency.

Warranties, Disclaimers

ModestLily makes no warranties, express, implied or otherwise. Refund of price paid or replacement of product is the exclusive remedy agreed to by Reseller. ModestLily shall not be liable for any incidental or consequential damages for breach of any express or implied warranty on these products. Except to the extent prohibited by applicable law, ModestLily disclaims any implied warranty of merchantability or fitness for a particular purpose of these products or any part thereof, and any warranty of non-infringement of intellectual property rights.

Limitation of Liability

Reseller agrees that ModestLily shall not be liable beyond the remedies set forth herein, or for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein.

Applicable Laws

This agreement and any sales here under shall be governed by the laws of the State of Maryland, without giving effect to the choice of law provisions thereof. You agree to the exclusive jurisdiction of the courts located in Maryland. Reseller agrees to comply with all applicable laws and regulations and of the United States of the states where it does business.


Changes to Terms and Conditions

These terms and conditions may not be altered, supplemented, or amended by the use of any Reseller document(s). Any attempt by Reseller to alter, supplement or amend these terms and conditions or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Reseller and ModestLily. ModestLily reserves the right to amend its terms and conditions from time to time with such amendments to apply to all orders received on or after the time of posting the amendments on ModestLily's Internet website.

Authorization

By signing below, you indicate that you have read and acknowledge ModestLily’s Reseller Terms & Conditions:

X Signature
_______________
____________________
Print Name
____________________________________
Job Title
______________________________________
Date
__________________________________________
Scan and email required documents to
wholesale@ModestLily.com “ATTN: Wholesale”.