Wholesale Program Agreement

Effective January 1, 2024

All sales made by Alpaca Ecommerce, Ltd. (herein referred to as "Strategic Fit", "We", "Our", or "Us") to you, once your application for a wholesale account is approved, are governed by this Wholesale Program Agreement ("Agreement") unless otherwise indicated by Strategic Fit in writing. Please read this Agreement thoroughly before submitting an application for a wholesale account. Do not submit the wholesale application unless you understand this Agreement and agree to abide by it. We reserve the right to amend or modify this Agreement at any time at our sole discretion without notification. Note that you will not have access to the benefits of a wholesale account unless and until you consent to this Agreement, complete the wholesale application (including submission of supporting documents), and your application is approved. At that point, you are subject to the terms and conditions set forth in this Agreement, as a supplement to the Terms of Service.

The most current version of this Agreement will govern all transactions and relationships between us (unless expressly modified in writing) and will always be located at https://strategicfitcardsleeves.com/wholesale-agreement. We display an "effective date" at the top of this Agreement so that it will be easier for you to know when there has been a change. Accordingly, you should check this Agreement on a regular basis.

Please read this Agreement, our Privacy Policy, and our Terms of Service in full before applying for a wholesale account.

New wholesale accounts

To apply for a wholesale account, go to https://sell.strategicfitcardsleeves.com and submit all required information including a copy of the business’s resale tax certificate. Please allow 3–5 business days for review of your application. Upon account approval, orders (excluding pre-order items) can be shipped immediately using a credit card when placed online.

Pricing discount

Once your application is approved, your account will gain access to wholesale pricing. Your price will appear as a discounted price alongside the retail price in our online store. Note that discounts vary by product and quantity. Discounts are subject to change or withdrawal at our sole discretion, at any time, without notice.

Changes to pricing & products

Prices are subject to change without notice. All products will be shipped at the prices in effect at the time the order is placed online. While we try to ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you by email of this as soon as possible and give you the option of reconfirming your order at the correct price or canceling it. If we are unable to contact you by email within 72 hours, we will treat the order as canceled. If you choose to cancel as a result of such a discovery and you have already paid for the goods, you will receive a full refund. Strategic Fit reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability.

Confidentiality of prices

Wholesale prices and price lists of our products are confidential and for your use only. Publishing or revealing the wholesale pricing of our products outside of your staff is strictly forbidden without our prior written consent. You and your staff are expected to maintain this confidentiality throughout and beyond your relationship with Strategic Fit. Failure to preserve this confidentiality will result in the immediate and permanent termination of your account with us. Further, we reserve the right to seek compensation for any loss or damages that would result from any breach of confidentiality.

Credit

Credit terms may be extended or withdrawn at our sole discretion. A credit application may be requested once you have placed at least 5 wholesale orders with us.

Product allocations

At our sole discretion, we reserve the right to allocate the availability of products among our customers at any time for any reason. If you cannot find a specific product you are looking for please contact your sales representative.

Minimum order quantity

The minimum quantity for a wholesale order is 1 case.

Reorder frequency

An order must be placed every 90 days to keep a wholesale account open.

Shipping discount

Once your application is approved, your account will gain access to a wholesale shipping discount. Note that discounts vary by shipping method, shipping address (destination), and order value and the proper shipping method must be selected at checkout in order for that discount to apply. Discounts are subject to change or withdrawal at our sole discretion, at any time, without notice.

Shipping estimates

Shipping estimates provided by Strategic Fit are subject to change, actual shipping time is contingent upon availability of product, receipt of payment, and carrier. We are not responsible for shipping delays caused by a carrier or force majeure.

Notice of defects

At Strategic Fit, we stand by the quality of our products. While we consider all sales final, we are committed to ensuring you receive high quality, whole, undamaged products. You are responsible for inspecting the merchandise upon receipt. Any damages or shipping errors must be reported directly to us within 24 hours of receipt. This includes missing, damaged, defective, did not order, ordered (x) but received (y), and consignment returns. Note any visible damage with the carrier upon delivery to ensure proper documentation, however, please refrain from filing a claim with the carrier, as they may not honor recipient-initiated carrier claims.

Acceptance of late or defective product

Any failure to provide written notice of a claim, as set forth in this Agreement, shall constitute a waiver of any claim you may have for damages resulting from such defects, including late delivery. Failure to report damaged products within 24 hours absolves us of responsibility for replacement or reimbursement. Additionally, if you refuse any part of an order shipment attempted by the carrier, or otherwise intentionally delay receipt of an order, you forfeit the right to make claims for damages or shipping errors (as described above under the heading "Notice of Defects") pertaining to any and all parcels related to that order shipment.

Limited returns

Damaged products must be reported within 24 hours of receiving the shipment in order to receive approval for a return. Upon return authorization, damaged products must be received by Strategic Fit within 7 business days. Damaged items will be inspected upon return to confirm they match the shipped product and damage is as reported. Damaged products passing inspection will be replaced at no cost to you. In extraordinary situations, arrangements may be made through your sales representative for the return of undamaged products. Authorized returns must meet the following criteria: (i) must be in original packaging, unopened, in a resellable condition, with seals intact and (ii) must not bear any evidence of alteration including store sales or pricing stickers. In the event an undamaged return is approved, returns will incur a 20% restocking fee and you are responsible for return shipping costs. Please note that original shipping costs, as they already paid to the carrier, are non-refundable.

Changing and/or canceling orders

All orders, once submitted, are final. However, we may agree to change or cancel an order at our sole discretion. To request the change or cancellation of an order, please contact your sales representative. Strategic Fit reserves the right to cancel orders, at any time, for any merchandise, without responsibility therefore, in whole or in part, for any reason at its sole discretion.

Duplicate orders

Submission of duplicate orders is not our responsibility. If you have inadvertently submitted the same order more than once, you will be accountable for all applicable charges unless a change or cancellation is approved by your sales representative.

Refund processing

Allow 5–7 business days for refunds and store credits to post.

Distribution grant

Approval for and maintenance of an open wholesale account grants you the non-exclusive and revocable right to distribute Strategic Fit products subject to all terms and conditions of sale set forth in this Agreement. No products or goods purchased from or produced by Strategic Fit shall be resold by or through any online auction or online store (such as Ebay, Amazon or other similar sites) without the express, written authorization of Strategic Fit. If you are planning to sell products produced by us in an online marketplace/store, it must be owned by the entity applying for a wholesale account (you) and listed on the wholesale application to be approved by Strategic Fit. Strategic Fit exclusively handles all sales of our products on Amazon platforms and therefore prohibits any entity from selling on Amazon.com, its affiliates, and any Amazon channels. Thus, you shall not, directly or indirectly, including through any agents, distribute, market, sell, or solicit orders for any Strategic Fit products on any of the Amazon selling platforms. By applying for a wholesale account, you agree not to distribute, market, or sell Strategic Fit products to any person if you know or have any reason to believe that such product will be resold by such person, directly or indirectly, on any of the Amazon selling platforms. If you become aware that any person to whom you supply any Strategic Fit product is marketing or selling, or is planning to market or sell, the product on any of the Amazon selling platforms, you must immediately notify us and shall cease forthwith to supply such person with Strategic Fit products.

Internet Minimum Advertised Pricing (IMAP) restriction

Select Strategic Fit products must not be advertised online at a price below the specified Internet Minimum Advertised Pricing (IMAP) price. Importantly, this restriction does not restrict the actual sales price you set – you are free to sell Strategic Fit products at any price. It does, however, cover all internet advertisements of Strategic Fit products, including online banners, coupons, emails, catalogs, sponsored links, websites linked to the your site, social media, apps, or any other electronic media accessible online. Internet auctions are also subject to this restriction, with bids not allowed below the IMAP price. The IMAP restriction does not include: (i) "non-internet advertisements" (media messages through non-online channels such as print, broadcast, and direct advertising) or (ii) "price quotes" (direct communications of product prices to specific individual customers through various channels including oral, phone, and email transmission, not mass messaging). This restriction pertains to all Strategic Fit products listed on the Strategic Fit website. Please note that IMAP prices are subject to change at our discretion. Additionally, this restriction does not apply to discontinued, retired, used, or damaged merchandise. Periodically, we may announce promotional periods during which the IMAP restriction does not apply to some or all covered products. Also, any bundles that include Strategic Fit products covered by this restriction that you offer must adhere to IMAP standards for IMAP products included within, unless that bundle originates from Strategic Fit, or otherwise has been expressly approved in advance by Strategic Fit. A bundle violates the standards if, after applying the IMAP restriction to covered products within it, the remaining value ascribed to non-covered products is less than the fair market value determined by Strategic Fit.

Limitation of liability

We are not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if we have been advised of the possibility of such damages), or personal injuries, or death resulting from use or sale of Strategic Fit merchandise. By applying for a wholesale account, you agree that we make no warranty, express or implied, as to the merchantability of Strategic Fit products. You also agree that Strategic Fit is not liable for any misuse or misrepresentations of the goods by either you or the final retail purchaser or consumer, and you must indemnify and hold harmless Strategic Fit for any legal actions that emanate from such actions.

Reselling to wholesale accounts

If you distribute Strategic Fit products to any entity for resale you must require your customer to strictly adhere to the same terms and conditions set forth in this Agreement. Failure to do so will result in the immediate and permanent termination of your account with us. Further, we reserve the right to seek compensation for any loss or damages that would result from such failure to enforce these terms and conditions.

Provision of materials

We will make available images and marketing materials for use in your print and online presence. If you would like to request specific materials, please contact your sales representative. Any imagery you provide yourself must be approved prior to use (please allow adequate lead-time for approval; a minimum of two weeks is recommended).

Use of materials

All materials published on the Strategic Fit website, packaging, and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by Strategic Fit or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under Canadian copyright laws, and the selection, coordination, arrangement, and enhancement of such content are protected by copyright. By applying for a wholesale account you acknowledge that you do not acquire any ownership rights of any copyrighted material provided to you by Strategic Fit and appropriate credit must be given when applicable. All trademarks, service marks, and trade names are proprietary to Strategic Fit or the other designated owner of a posted mark. Trademarks must not be modified or altered in any way.

Social media

You are free to use any of the marketing materials we provide (or approve) for the use of marketing on social media platforms. You must not use or allow the use of obscene, explicit, racist, hateful, or exclusionary language in any marketing, messaging, or posting, online or offline, in which you tag, feature, or mention Strategic Fit products, name, logo, or brand. We reserve the right to terminate without notice the account of any customer we deem to have negatively impacted the Strategic Fit brand. Further, we reserve the right to seek compensation for any loss or damages that would result from such activity.

Account suspension or termination

In additional to any and all reasons mentioned in this document, Strategic Fit reserves the right to temporarily suspend or permanently terminate any account for any of the following reasons: (i) Non-payment or late payment of any invoice, (ii) providing false information on an application or otherwise, (iii) actual or potential bankruptcy or insolvency, (iv) period of inactivity, or (v) for any reason, or for no reason, as may be determined by Strategic Fit in its sole discretion.

Account closure

You can request to close your account at any time for any reason. However, any outstanding balances owing must be paid upon any such request.

Contacting Strategic Fit

Please feel free to contact us at if you have any questions regarding this Agreement.