REEVES INTERNATIONAL, INC.
2023 WHOLESALE TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS SHALL SUPERCEDE ANY AND ALL CUSTOMER TERMS AND CONDITIONS
CONDITIONS OF SALE: All orders are subject to acceptance by Reeves International, Inc. (“Reeves”). In order to cancel any order, written notification must be received by Reeves at least ten (10) business days prior to scheduled shipping date. Note: On December 16, 2023 all unfilled orders will be automatically cancelled without further notice. Reeves accepts orders only from bona-fide businesses. Reeves does not sell directly to individuals.
CONFLICTING DOCUMENTS: Any terms and conditions found in Customer’s purchase orders, acknowledgements or other documents which are inconsistent with, conflict with or are in addition to the terms and conditions contained and/or referenced herein are superseded by these Terms and Conditions, shall be of no force and effect, are hereby deemed objected to and shall for all purposes be null and void.
NEW CUSTOMERS: New Customers must complete and sign a new account credit application. Applications must be submitted with a copy of a Resale Tax Certificate as well as the proprietor's Social Security number or FEIN (Federal Employer ID Number). This information must accompany the first order. All new accounts need written approval by Reeves. We suggest a Credit Card or Cash in Advance payment with first order to expedite your shipment. New accounts opened after October 1st must prepay (either by Cash in Advance or Credit Card) until references are received back by Reeves and New Customer is approved. Possession of Reeves’ Catalogs and Price Lists does not constitute an offer of sale by Reeves.
MINIMUM ORDER: Minimum Order is $250. No additions to orders may be made after orders are accepted by Reeves. Reeves does not accept COD orders. Reeves will adjust quantities to minimums per the price list.
BACK ORDERS: Back Orders under $50 will be cancelled.
CREDIT CARDS: Reeves accepts Visa, MasterCard, American Express, and Discover for payment of orders. Declined credit card orders will be cancelled after 3 business days unless acceptable alternative means of payment have been made by Customer.
CASH IN ADVANCE: A check for the full amount must be received with the order or the order will not be accepted. Please add 10% to the total order for freight charges for orders that do not meet the FFA requirements.
PRICING: Prices are subject to change by Reeves at any time without notice. All shipments will be made at prices in effect at the time of shipment.
PAYMENT TERMS: Standard payment terms are N30 days. Past due balances are subject to a service charge of 1.5% per month on the unpaid balance and freight charges will be billed back to the customer. Customer agrees to pay all costs and expenses required by Reeves to collect any past due balances, including, but not limited to collection agency fees, attorney fees and court costs.
FREIGHT POLICY: Orders and their backorders are shipped FOB West Caldwell, NJ. Any truck shipment requiring a lift gate or inside delivery will be subject to additional freight charges as deemed by carrier.
RESIDENTIAL DELIVERIES: All residential deliveries as defined by carrier are subject to a $6.00 per carton charge. Any truck shipments requiring a lift gate or inside delivery will be subject to additional freight charges as deemed by carrier.
DAMAGES/SHORTAGES: Merchandise claims for damaged boxes and/or shortages must by made within fourteen(14) days after receipt of goods. Visible signs of damage, improper packaging or incorrect carton count should be noted so on the Bill of Lading. Retain original packaging in the event of a claim. Email all documentation with photographs to custservice@reevesintl.com.
FACTORY DEFECTIVE RETURNS: Written authorization from Reeves is required prior to Customer’s return of Factory Defective merchandise. Returns will be accepted one year from date of purchase for factory defective merchandise. Written authorization will be mailed along with a Return Authorization Number (RA#) which is valid for 30 days. The RA# must be clearly and conspicuously placed on all shipping cartons returned. Unauthorized returns or returns without an RA# on the shipping carton will be refused.
RETURNS: Written authorization from Reeves is required prior to any Customer returns due to Reeves or Customer error. Unauthorized returns will be refused. Written authorization will be emailed along with an RA# which is valid for 30 days. The RA# must be clearly and conspicuously placed on all shipping cartons returned. Unauthorized returns or returns without an RA# on the shipping carton will be refused. Customer is responsible for return freight to Reeves for all returns due to Customer error and will be charged a 15% restocking fee.
INCORPORATION BY REFERENCE: All printed policies and terms of Reeves regarding the purchase and sale of Reeves’ merchandise apply to all sales and these Terms and Conditions, and are hereby incorporated by reference herein.
CANCELLATION: Reeves shall have the right to cancel an order if 1) Customer does not comply with these Terms and Conditions or those policies and procedures referenced herein; 2) Customer becomes bankrupt (or a filing for same is made) or insolvent; or 3) in the judgment of Reeves, Customer will be unable to comply with any of these Terms and Conditions.
MAAP POLICY: Minimum Acceptable Advertised Pricing Policy – All advertised items must be priced at or above MAAP as listed on the 2023 Price List. All retailers must comply with the MAAP Policy. Refer to Reeves MAAP Policy for complete details.
Holiday/Seasonal – MAAP pricing must be held until December 1st, 2023.
ADVERTISING: Customer understands the high-quality, superior play value and collectability of Reeves products and agrees to use its reasonable efforts to emphasize these features when advertising and promoting products purchased from Reeves. All advertising and promotion of products shall be in accordance with Reeves’ Advertising Guidelines and MAAP Policy, both of which are incorporated herein by reference.
INTERNET: New e-commerce accounts will not be accepted by Reeves at this time.
INTELLECTUAL PROPERTY:
(a) Reeves agrees to provide Customer with a revocable, limited license to utilize certain intellectual property of Reeves solely in the manner described below (the “License”). Customer agrees that it will not register or cause to be registered any intellectual property similar to or likely to be confused with any intellectual property used by Reeves. Customer will immediately notify Reeves of any claims or complaints made by third parties relating to any of Reeves’ intellectual property and shall, at Reeves’ election, permit Reeves to assume the defense of any action in connections therewith. The License is limited to the explicit terms herein, and no implied rights are hereby granted or should be construed as having been granted.
(b) The License shall provide Customers with the right to use Reeves’ trademarks and copyrighted materials only as they exist on or with purchased products as received from Reeves and only for resale of the purchased products to retail consumers. This License does not include any other right or license to Customer to use Reeves’ trademarks and does not extend to or include or give any retail Customer the right to resell the purchased products to another retailer or any other seller of goods for profit.
NATURE OF RELATIONSHIP:
(a) The relationship established between the parties hereunder is solely that of seller and buyer. Customer shall purchase the products for its own account, and shall at all times remain and be an independent contractor, and no employer/employee, principal/agent, joint venture, affiliate, subsidiary or similar relationship shall be construed to exist between the parties for any reason whatsoever.
(b) Customer shall keep in strict confidence any and all information relating to Reeves it acquires or to which it has access that has not been disclosed publicly by Reeves and is not a matter of common knowledge in the field of work of Reeves, excluding any information which was already in the possession of Customer prior to disclosure by Reeves to Customer or which is required to be disclosed by a governmental body or which becomes known to the general public other than through disclosure by Customer.
INDEMNIFICATION: Customer agrees to indemnify, defend, and hold harmless Reeves against any and all claims, suits, judgments, losses, awards, expenses, damages, obligations, fines, liabilities, costs, including reasonable attorneys’ fees and court costs, which result from or are related to breaches by Customer or its employees or personnel of these Terms and Conditions.
LIMITED WARRANTY/LIABILITY:
(a) Reeves warrants its products for a period of one (1) year from date of purchase (the “Limited Warranty Period”) to be free from substantial defect in materials and workmanship under normal use and service (the “Limited Warranty”). REEVES DISCLAIMS ALL OTHER WARRANTIES, WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(b) Reeves’ entire obligation and Customer’s exclusive remedy for defective products and/or any other liability of Reeves arising out of the sale or use of the products shall be to replace any defective goods that do not meet the Limited Warranty with conforming goods, in accordance with the Factory Defective Returns policy as described herein. Any replacement goods will be warranted for the original Limited Warranty Period.
(c) SUBJECT TO THE PROCEDURES AND LIMITATIONS SET FORTH IN PARAGRAPHS (a) AND (b) OF THIS SECTION, REEVES SHALL NOT BE LIABLE FOR ANY DAMAGE OR INJURY (PHYSICAL OR ECONOMIC), INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR BUSINESS INTERRUPTION) OR INCIDENTAL DAMAGES, ALLEGEDLY RESULTING OR ARISING FROM, OR RELATED TO OR BASED UPON, DIRECTLY OR INDIRECTLY, THE PRODUCTS PURCHASED HEREUNDER, OR THE USE OR MISUSE BY CUSTOMER OR BY THIRD PARTIES, EVEN IF REEVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(d) The parties agree that this Section has been separately negotiated by the parties and shall be enforceable regardless of whether any exclusive remedy provided for hereunder fails of its essential purpose.
GOVERNING LAW AND VENUE: All orders shall be deemed to have been made and entered into in the State of New Jersey and be governed by and construed and interpreted solely in accordance with the laws of the State of New Jersey. All claims or actions arising out of or relating in any way to any order or the goods described therein shall be brought and adjudicated solely in the New Jersey Superior Court for Morris County or the United States District of New Jersey located in Newark, and the parties accept such venue and jurisdiction and waive all objections thereto, including that of inconvenient forum. The parties hereby waive all provisions of the United Nations Convention on Contracts for the International Sale of Goods which might otherwise be applicable to this Agreement.
MISCELLANEOUS:
(a) These Terms and Conditions, together with all other printed policies and terms of Reeves specifically incorporated herein by referenced as provided above reflect the entire understanding of the parties in regard to the subject matter herein and supersede all previous agreements or understandings of the parties, whether written or oral, concerning such subject matter. These Terms and Conditions shall not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by a written instrument signed by Reeves.
(b) Neither party shall be responsible for any failure or delay in the performance of any obligation imposed upon it hereunder, nor shall such a failure or delay be deemed to be a default under these Terms and Conditions, if such failure or delay is due to circumstances of any nature whatsoever which are not within the reasonable control and that could not be prevented by reasonable diligence on the part of a party. Irrespective of the foregoing, an event of force majeure shall not act to limit, waive or delay Customer’s payment obligations hereunder.
(c) Customer may not assign any of its rights or obligations under these Terms and Conditions without the written express prior consent of Reeves, such consent to be at Reeves’ sole discretion.
REEVES, BY ITS ACCEPTANCE OF ANY ORDER OR ANY NUMBER OF SPECIFIC ORDERS, IS NOT IN ANY WAY OBLIGATED TO ACCEPT FUTURE ORDERS FROM, OR ACT IN ANY SPECIFIC MANNER TOWARD THE CUSTOMER, AND NO COURSE OF CONDUCT OR QUANTITY GUARANTEE OF ANY TYPE OR KIND SHALL BE DEEMED TO EXIST BASED UPON REEVES’ ACTIONS AND/OR PRACTICES.