Wholesale Application

GENERAL ORDERING INFORMATION

To qualify for wholesale purchases, you must be a valid retail business with a brick and mortar storefront and resale exemption certificate. By placing an order with Consuela and providing the resale exemption certificate, you are representing that you are the owner, agent or representative of a currently valid retail business and that the transaction being made is a wholesale, tax exempt purchase for resale. All sales are final.

Authorization to sell Consuela merchandise is given on an order-by-order basis. The retailer relationship with Consuela is “at will”, meaning Consuela determines who they conduct business with. Both Consuela and the retailer have the right to terminate the relationship at any time for any reason.

New accounts are opened based on a variety of criteria, and as market conditions and capacity allows.

PAYMENTS

All orders shall be placed with a credit card unless otherwise approved. Consuela charges credit cards 1 to 5 days prior to shipping. By providing a credit card number and expiration date, you are irrevocably authorizing Consuela to charge the credit card for all merchandise scheduled to be shipped. Orders may be cancelled within ten (10) business days of the order placement.

DAMAGE CLAIMS

Consuela makes every reasonable effort to pack only first quality merchandise with carrier approved packing materials. If your shipment is damaged in transit you agree to contact the carrier and Consuela within forty-eight (48) hours of delivery. You also agree to save all packaging materials and product. You further agree not to cancel or contest payment or deduct from any invoice any amount due to Consuela as a result of a damage claim. The carrier will conduct an investigation for the damage claim and it and/or Consuela will contact you once the investigation is concluded to resolve the issue.

RETURNS / DEFECTS

No returns will be accepted, other than in the case of damage, nonconformance, defects, or misshipment, or pursuant to Consuela's prior authorization (which may be withheld or denied by Consuela for any or no reason). Any claim for defective merchandise must be reported to Consuela within ten (10) business days of delivery. Contact Consuela in the event you receive defective merchandise as all returns must be approved in advance by Consuela. There will be no returns on merchandise that has been delivered after 15 days.

PRODUCT SPECIFICATION

All handcrafted items manufactured by Consuela will inherently have slight variations in color, texture, and finish. These variations are part of our process and should be expected.

COPYRIGHT

All designs, products, and content made available on the website, printed media, or other form of distribution are the sole property of Consuela. The website, designs, products, images and content within are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of Consuela. You here by agree not to reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or product designs without the advance, express written consent of Consuela.

INTELLECTUAL PROPERTY

Any and all intellectual property rights associated with Consuela including the designs, products, images and content presented, and any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (including any patent-pending items) (collectively “Intellectual Property”) are the sole property of Consuela. Except as otherwise expressly authorized by Consuela, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of Consuela in any way without the express written consent of Consuela.

PRIVACY

Your privacy is important to us. To better protect that privacy, Consuela is providing this notice to explain how we collect, use and store data. The only data that we collect, use and store is information you affirmatively provide to us when placing an order. While the information you provide will be maintained for a commercially reasonable time by Consuela for administrative and business purposes, your personally-identifying information is never shared with any third party, other than (i) as required by law, (ii) to protect and defend the rights of Consuela, (iii) as incident to a corporate sale, merger, reorganization, dissolution, bankruptcy or similar event, or (iv) in the event that a need arises to contact you in regard to an order, a question, a customer-service related matter, or as may otherwise be required by law and only to the extent that such contact is required.

By executing this Agreement and placing an order, you signify your assent to this Privacy provision. Should you have any privacy-related questions or concerns, you may contact Consuela.

STATEMENT OF POLICY

The following policies, terms & conditions may be amended by Consuela at any time in its sole discretion.

Conditions of Sale:

• Minimum Opening Order must be $2000 or greater.

• Reorder minimum is $250.

• Account Requirements
  
  • Product must be retailed through a storefront for retail sale at an approved location.
  • Majority of product sales must be via brick-and-mortar.
  • All new account applications are now required to include representative pictures of the store.
  • All accounts must maintain a satisfactory stock level.
  • In support of our brand image, Consuela product must be priced consistent with our suggested retail pricing structure.
  • All new doors must be approved by Consuela. 

• Customer may not use the name Consuela as the name of its store and may not use any Consuela trademark or service mark without our written approval.

• All advertising containing the Consuela trademark or service mark is subject to our approval.

• All orders are subject to acceptance by Consuela.

• Consuela may, in its discretion, close any account at any time without notice.

• Accounts that have not placed an order within 6 months or accounts doing less than $2000 in previous 18 months will be considered inactive.

• Inactive accounts will automatically be closed and subject to the terms and conditions for opening a new account.

• The customer expressly agrees that:
  
  • All merchandise purchased from Consuela is purchased for the purpose of retail sale only.
  • Merchandise purchased from Consuela shall only be sold by the customer at the location listed in this new account application or a location specifically approved by Consuela in writing.

• Consuela reserves the right to limit quantities ordered.

• Consuela branded fixtures are specifically designed constructed and made available to you for the sole purpose of displaying Consuela merchandise. Customer agrees that it will not display any other merchandise on them. Further, upon termination of its account with Consuela, customer agrees that it will either destroy all Consuela branded fixtures or remove the Consuela brand name and tree logo from them. All charges incurred are the responsibility of the customer.

Prices:

• Consuela reserves the right to change prices without notice. The prices billed will be those in effect on the date of shipment, including orders for future delivery.

Credit and Terms:

• All orders will be Credit Card (Visa, Master Card, AMEX, Discover) ... no discounts or anticipation allowed.

• Consuela charges credit cards 1 to 5 days prior to shipping.

• All orders are subject to the terms and conditions set forth in this statement of policy. These terms and conditions shall supersede any variance in terms and conditions set forth on customer’s order form or earlier statements of policy.

• Consuela may change or cancel credit at its discretion, and may request advance payment at any time.

Shipments:

Merchandise is sold FOB Denver, CO; the customer is responsible for all freight. We will ship your order via FedEx or UPS Ground up to 200 pounds, and by truck freight collect over that amount (unless otherwise specified). We do not ship c.o.d. Shipments may be delayed if there is an unpaid balance at the time an order is received. Please note that initial invoices must be paid in full before we can release subsequent orders for shipment.

Order Fulfillment:

• It is common for Consuela orders to ship in several deliveries. All deliveries are usually complete within twelve weeks of initial ship date. If the order cannot be filled within twelve weeks, it may be cancelled, unless you specifically indicate on your orders not to do so.

Returns:

• Merchandise may be returned only upon our authorized approval. We will issue a FedEx Return Label.

Shipment Refusals:

• If a shipment is refused and returned to us the customer must reimburse Consuela for all freight or delivery charges (both to and from customer). Subsequent orders will not be shipped unless we are reimbursed for all such freight charges on refused shipments. Return shipments will also be subject to a 15% restocking fee.

Claims:

• All Consuela merchandise has been inspected and packed prior to shipment. Merchandise is sold fob our warehouse, and Consuela’s responsibility ceases when the carrier accepts shipment and issues a receipt. At the time of delivery, please inspect all merchandise for concealed and external damages before you sign the shipping receipt from a carrier. If there are damages, you must file a claim immediately with the carrier. Keep all damaged merchandise in the original carton and hold it for inspection by a representative from the carrier.

• If you receive merchandise via a carrier and find damages, keep the merchandise in its original packing and call the carrier to pick it up and process it through its damage control center. The carrier will not accept a claim if you throw away any of the packing material or box in which it was shipped. Any claims against Consuela for defects, shortages or errors must be made, in writing, within 30 days of delivery. Failure to make such claim shall constitute full acceptance of the merchandise.

ONLINE SALES

• You are permitted to market for sale or sell the products on the internet through permissible websites only if you also operate a physical, brick, and mortar location. A "permissible website" is a website that (i) is operated by you in your business's legal name; (ii) conspicuously states your full legal name, mailing address, telephone number, and email address; (iii) does not give the appearance that it is operated by Consuela or any third party; and (iv) does not include in its domain name (any top-level domain or subdomain) any Consuela trademark or product name nor a misspelling of any Consuela trademark or product name. Consuela reserves the right to terminate at any time and in its sole discretion its approval for you to market and sell products on the permissible websites and you must cease all such marketing and sales on the permissible websites immediately upon notice of such termination. Other than sales on permissible websites, you shall not market of offer for sale the products on or through any publicly accessible website, mobile application, or other online/digital sales platform ,including without limitation, any third-party marketplace such as Amazon, eBay, Poshmark, Jet, Rakuten, Walmart Marketplace, Etsy, or Sears Marketplace without the prior written consent of Consuela. Execution by Consuela of the authorized online seller agreement constitutes the only means of providing consent to sell the products online on other publicly accessible websites. No Consuela employee or agent can authorize such online sales through oral statements, other written agreements, or by any other means. The terms supersede any prior agreement between Consuela and you regarding the sale of the products online. Any authorization previously granted to you by Consuela online is hereby revoked.
• The items sold online must simultaneously be on display for sale in your physical store. 
• The web environment you create should have a strong connection to your retail store, utilize the same branding and include the address and contact information for your physical store. 
• It should be listed on your permissible website that you are an "Approved Consuela Retailer".

DIGITAL MARKETING

• All digital marketing/advertising assets, including copy and material relating to the products must be approved in writing by Consuela prior to use. 
• The use of any advertising that associates Consuela brand(s) directly by (your name) or indirectly (through use of keywords purchased), with any false discounts or promotions from which Consuela is specifically excluded (such as a rewards program or other discounting that does not apply to the products) is prohibited. 
• Any paid digital advertising and search advertising (including but not limited to, Google AdWords digital content networks, social media services, and other similar outlets) using Consuela's brand trademarks must be authorized in writing by Consuela in advance.
• NOTE: Certain online advertising networks automatically generate advertising keywords based on a customers website date. To the extent you have engaged such an advertising service for your Permissible Website, you MUST opt out of any advertising that uses the Consuela brand name or any Consuela product name as an advertising keyword.
• Social media/social networking services such as Facebook, Instagram, Pinterest, Tumblr, Youtube, Twitter, and blogs may be used in accordance to with all the above guidelines and subject to the following limitations:
• Consuela sales, discounts, or promotions, cannot be promoted using #, @, or photo tags (for example #ConsuelaSale).
• Social media presence, similar to all online presence, shall avoid confusion and shall make it clear to the viewer/visitor that your online store, social media, page, or presence is not Consuela but instead is a clearly identified authorized retailer of the Products. To this end, the reuse of any Consuela trademark, avatar, or other branded online identity (such as a corporate profile image) in use by Consuela or any variation of that name (including misspellings) shall not be part of the social handle or name that is used to represent your company. 
• All social media posts/tweets/images that are originally generated by Consuela should clearly be identified as our content by using an @mention (i.e: @ConsuelaStyle) a photo tag, or a URL link to the original source. 
• You agree to remove any social media post, materials, assets, tags), or copy posted on the internet relating to Consuela or its products immediately upon Consuela's request. 

DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAY, CONSUELA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS REGARDING ITS PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY AND INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. You shall not be entitled to make or pass through any warranties to any third parties regarding Consuela products. 

CONSUELA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE EVEN IF CONSUELA HAS BEEN ADVISED BY YOU OF THE POSSIBILITY OF THE DAMAGES AND EVEN IF YOU ASSERT OR ESTABLISH A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. CONSUELA'S LIABILITY SHALL NOT EXCEED THE NET REVENUE FROM PRODUCT PURCHASES RECEIVED BY CONSUELA FROM LIABILITY UNDER THESE TERMS OF SALE IS FINALLY DETERMINED (EITHER BY SETTLEMENT OR COURT ORDER, AS APPLICABLE).

GOVERNING LAW; JURISDICTION; ENTIRE AGREEMENT

These Terms of Sale and the relationship between you and Consuela shall be governed by the laws and State of Texas, without regard to the to its conflict of laws principles. You acknowledge that these Terms of Sale are agreed to in the State of Texas, and consent to the personal jurisdiction of the federal and state courts in the state of Texas and agree that said courts shall be the exclusive venue for a resolution of any and all disputes arising under, relating to, or in any way connected to these terms or the parties' relationship. These Terms of Sale are the complete and integrated agreement between the parties with respect to the subject matter hereof and all other prior agreements, understanding, representation and communications, whether oral or written, are superseded and of no legal effect.

Consuela reserves the right to change these Terms of Sale at any time and from time to time. Any previous Wholesale Terms are superseded and of no legal effect.