Wholesale Terms and Conditions



  1. ACCEPTANCE; ENTIRE AGREEMENT – These Terms and Conditions of Sale (“T&C”) are attached to and incorporated into any online or other purchase order submitted by Buyer, including the Purchase Order # indicated on the applicable invoice sent to Buyer (collectively the “Order”). These T&C form part of the Order and, together, they govern any and all sales by Rails International, LLC (hereinafter referred to as “Seller”) of any clothing, accessory or other product, including but not limited to the outwear, shirts, pants, skirts, jeans, intimates, sleepwear or accessories offered for sale on Seller’s website or catalogue (collectively, “Product”), whether or not such Product is manufactured by Seller. Seller will deliver the Product in accordance with these T&C; and Buyer’s purchase and acceptance of the Product is strictly conditioned upon and subject to these T&C. Fulfillment of Buyer's Order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these T&C.  Any new, different, additional or other terms and conditions in Buyer's Order, proposal, payment enclosure, acknowledgement or any other writing (as applicable) are hereby rejected and are null and void. No changes, additions or modifications of any of the provisions herein will be of any force or effect unless made in writing and executed by Seller. The Order, including these T&C, comprises the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties and communications, both written and oral, with respect to Buyer’s purchase of Products. By issuing an Order for any Product, Buyer certifies that Buyer is authorized to enter into the Order, and agrees to all of the terms contained herein.
  2. APPOINTMENT AS RESELLER  The following provision only applies if Buyer purchases the Product for purposes of resale: Subject to Section 1n7 below, with the express written consent of Seller as indicated on the Order and for the sole purpose of selling and reselling the Products, Seller appoints Buyer, and Buyer accepts the appointment, as a non-exclusive independent reseller of the Products to any third-party retailer to whom Buyer sells the Product (each an “End User”) [within the United States and Canada (the “Territory”)]. Solely for the purpose of selling and re-selling the Products to End Users, Seller grants to Buyer, with respect to all End Users, a non-exclusive, royalty-free, limited revocable right and license to (i) solicit and fulfill orders for the Products from End Users in the Territory; (ii) market, promote, advertise, offer, sell, supply, distribute, and resell Products to End Users in the Territory; and (iii) market, promote, advertise, offer, sell, supply, distribute, and resell the Products under Seller’s name, brands, and trademarks. Buyer may exercise its rights under this T&C in any manner and through any means determined by Buyer in Buyer’s sole discretion, including, without limitation, via Buyer’s website, the internet, facsimile, catalog, email, mail, phone, independent sales brokers or representatives, or otherwise (collectively, the “License”), but in any event in accordance with applicable law. Under no circumstances shall Buyer exercise the License, whether directly or indirectly, outside of the Territory. For the avoidance of doubt, with respect to the Products, the License is expressly limited to marketing, promoting, advertising, offering, selling, supplying or distributing the Products as set forth herein.
  3. CHANGES – Once an Order is acknowledged by Seller as set forth in Section 6 below, the Order cannot be cancelled, and Buyer will not have the right to make changes to the Order unless specifically agreed to by Seller in writing. If such changes agreed to by Seller cause an increase in Seller's costs or time of performance of the Order, Seller will notify Buyer and the price will be adjusted to account for such increases.
  4. PRICE; TAXES – Buyer will pay the price for the Product as indicated in the Order at the time it is placed, including any applicable federal, state, or local taxes. If applicable, Buyer is responsible for providing to Seller a valid tax exemption certificate authorized by the appropriate taxing authority. No allowances, adjustments or discounts to the price of the Product will be given unless agreed to in writing by Seller or as provided in these T&C.
  5. RESALE PRICE  The following provision only applies if Buyer purchases the Product for purposes of resale: Unless otherwise agreed by Seller in writing and solely for the purpose of selling and reselling the Products, Buyer shall set the price it charges End Users for Products based on Seller’s standard Product price list (the “Price List”).[1] Seller will make available to Buyer the current Price List which is incorporated herein by reference. Seller may amend the Price List at any time, provided that the revised prices in the Price List will become effective thirty (30) days after they are first published by Seller or otherwise made known to Buyer. Such revised List Prices shall apply to all Orders for Product placed by Buyer after the effective date of revision.  [Buyer shall comply with any minimum advertised pricing (“MAP”) policies or manufacturer suggested retail price (“MSRP”) policies enforced by Seller from time to time. Seller reserves the right to cancel any Buyer Order if Buyer is found to violate any MAP or MSRP policies of Seller.]
  6. PAYMENT TERMS; INVOICES – Once an Order is submitted by Buyer, Seller has forty-eight (48) hours to acknowledge the Order. If the Order is not acknowledged by Seller within such forty-eight (48) hour period, then the Order is presumed to be rejected. Buyer may cancel the Order any time up until it has been acknowledged by Seller. For Orders placed for other than resale purposes, Buyer shall pay for the Order in full at the time the Order is placed. For Orders placed by Buyer for purposes of resale, (i) Seller will invoice Buyer upon shipment and send all invoices to Buyer at the address indicated on the face of the Order; (ii)  Buyer will pay all invoices within thirty (30) days of receipt thereof, (iii) Seller reserves the right to charge interest on any late invoices in the amount of the lesser of 1.5% per month (18% per annum) of the unpaid amount, or the maximum non-usurious amount permitted by applicable law, (iv) Buyer will have no right of set off or recoupment with respect to invoices submitted by Seller pursuant to the Order, and (v) Buyer understands and agrees that Seller reserves the right to recover attorney’s fees and court costs in the event Seller has to engage counsel or commence any legal action to enforce any of Seller’s rights under the Order or these T&C, including the right to receive payment for the Order.  Except with respect to List Prices as discussed in Section 5 above,  all prices and specifications are subject to change by Seller at any time without notice. Seller reserves the right to refuse or cancel any Order, including for Products listed at the incorrect price, or for Orders in which the total has been calculated incorrectly, or for any other Order which Seller cannot fulfill for any reason, whether or not the Order has been acknowledged or confirmed and whether or not Buyer has paid or been charged. If Buyer has already been charged for an Order that is cancelled, Seller shall issue a credit to Buyer’s original form of payment. SUBJECT TO SECTION 5 ABOVE, SELLER RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THIS SITE OR BY E-MAIL DELIVERY TO BUYER. Subject to Section 11 below, Buyer acknowledges and agrees that, unless otherwise agreed by Seller in writing, all sales are final.  
  7. PAYMENT TERMS; ONLINE ORDERS – If the Order is placed and paid for online through Seller’s website, Buyer will be required to provide Seller with a valid credit card, debit card, or other electronic payment account (“Payment Method”) in order to purchase Products. Acceptable Payment Methods shall be indicated during the checkout process when Buyer places the Order. When Buyer provides the Payment Method, Buyer will be asked to provide customary billing information, such as Buyer’s email, billing and mailing address, credit or debit card numbers and expiration dates. Buyer must provide accurate, current, and complete information when providing a Payment Method and it is Buyer’s obligation to keep the Payment Method up-to-date at all times so that Seller can complete all transactions and contact Buyer as needed with respect to the Order. Buyer agrees to pay for all Products in the Order, and further agrees that Seller may charge the Payment Method provided by Buyer for any applicable sales, use, or other taxes or local government charges, as well as all other applicable fees and charges. Seller may also, at Seller’s sole discretion, place an authorization hold on Buyer’s Payment Method to cover any fees, damages, or other such amounts that may arise in connection with the Order. Buyer further agrees to pay any and all costs of collection including attorney’s fees and costs, court costs, arbitration costs, service of process costs, interest and all other costs incurred as enforcement of judgment expenses, together with any and all costs and fees associated with reclaiming Products, if applicable. Buyer represents and warrants to Seller that Buyer is authorized to use any Payment Method furnished to Seller. If Buyer disputes any charge made to the Payment Method, Buyer must contact Seller within 10 business days from the end of the month within which the disputed charge occurred, and provide to Seller all information that is necessary to identify the disputed charge, such as the date of the charge, and the amount and Product associated with the disputed charge. Buyer agrees, understands and acknowledges that Seller may engage third party payment processors or gateway service providers to facilitate processing of payments. Accordingly, Buyer may be required to follow any terms and conditions of such third party payment processors or gateway service providers, as communicated to Buyer, from time to time.
  8. SHIPMENT AND DELIVERY – Shipment and delivery shall be as set forth in the Order. All shipment costs will be listed as separate line items on the invoice, and will be paid for by Buyer. Seller shall make commercially reasonable efforts to assist Buyer with any problems related to the delivery of the Products and to report any delays in shipment to Buyer; but Buyer understands and acknowledges that delivery dates are estimated and Seller will not be liable for any damages or other claims resulting from delays in shipment or delivery. Cosmetic damage including small rubs, blemishes, or OTHER marks can occasionally occur during shipping. Buyer agrees to accept all Products with such cosmetic damage “as is”; and Seller’s technical support will assist Buyer in addressing any MANUFACTURING DEFECT by DELIVERING REPLACEMENT PRODUCTS OR REFUNDING BUYER, AT SELLER’S SOLE AND EXCLUSIVE OPTION, IN ACCORDANCE WITH THE LIMITED WARRANTY.
  9. DUTY OF INSPECTION AND REJECTION RIGHT – Buyer must thoroughly inspect the shipment within [three] days of delivery for any shipping damage, quantity issues or other Product issues. If obvious shipping damage exists upon delivery, Buyer shall ensure that the carrier notes the damage before departing. If Buyer receives a delivery of Product with shipping damage, quantity issues or other Product issues, Buyer must file a claim with Seller within [three] days of delivery. Buyer waives any and all claims for shipping damage, quantity issues or other Product issues if such claims are not made within such [three]day window.
  10. TITLE - Title to the Products will pass to Buyer upon delivery. Risk of damage or loss to the Product during transit is the responsibility of Buyer. Seller represents and warrants that it shall convey good and marketable title to the Product.
  11. ; NONCONFORMITIES; LIMITED WARRANTY OF TITLE– If Buyer notifies Seller within [three (3) days] of delivery of any shipping damage or other Product issues, then Seller will promptly inspect such Product in good faith to verify Buyer’s claim (and Buyer shall be required to return the Product back to Seller at Buyer’s expense). If Seller determines that such Product has shipping damage or other Product issues as claimed by Buyer, then in Seller’s sole and exclusive discretion, Seller shall either replace such Products with conforming Product, or will refund Buyer the price of any such Product, plus return shipping. The foregoing replace or refund remedy in the immediately preceding sentence is the sole and exclusive remedy of Buyer and the sole and exclusive liability of Seller with respect to any Product which has shipping damage or other Product issues; provided that Buyer has notified Seller of such issues within the three day window set forth in Section 9. If the Seller chooses to replace the Products, the Products will be replaced with product of a similar make and style; and all associated shipment costs will be the responsibility of the Seller. If Buyer notifies Seller of quantity issues within [three (3)] days of delivery, then Seller shall promptly and at Seller’s expense, ship the remaining Product to Buyer (in the case of a shortage) or cause any quantity surplus to be shipped back to Seller (in the case of an overage).  The foregoing remedy in the immediately preceding sentence is the sole and exclusive remedy of Buyer and the sole and exclusive liability of Seller with respect to quantity issues upon delivery. Failure on the part of Seller to ship or deliver, or any non-conformity of the Products in the Order, will not be a breach of the entire Order. EXCEPT FOR THE LIMITED WARRANTY OF TITLE, THERE ARE NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. SELLER DISCLAIMS ANY AND ALL WARRANTIES THAT THE PRODUCT WILL PERFORM IN ANY CERTAIN MANNER OR ACHIEVE ANY PARTICULAR RESULTS.  THE FOREGOING REMEDIES ARE BUYER’S SOLE AND EXCLUSIVE REMEDY, AND SELLER’S SOLE AND EXCLUSIVE LIABILITY, WITH RESPECT TO SHIPPING DAMAGE, QUANTITY ISSUES OR OTHER PRODUCT ISSUES.
  13. INDEMNITY – Buyer shall defend, indemnify and hold harmless Seller and its affiliates and their respective equity holders,

officers, directors, consultants, employees, agents, representatives and assigns from and against any and all losses, damages, claims, liabilities, judgments, fees, fines, penalties, costs and expenses, including attorneys’ fees and court costs, arising from, in connection with or related to: (a) Buyer’s violation of any of its obligations under these T&C; (b) the subsequent use and/or resale of the Product by Buyer or any direct or indirect transferee of Buyer; (c) any negligent act or omission by Buyer; (d) Buyer’s willful misconduct; (e) Buyer’s violation of any applicable law, rule or regulation; and (f) if applicable, any claim that Buyer’s logos, trade name, service marks and trademarks used in connection with the Products (if any) violate or infringe a third party’s intellectual property rights.

  1. COMPLIANCE WITH LAWS – Both parties, in the performance of the Order, will comply with all applicable laws, ordinances, regulations and administrative rules governing the purchase, sale, distribution and/or use of the Products. Under no circumstances shall Seller, its affiliates or vendors be liable or responsible for the misuse of any Product purchased. If Buyer is an individual, these T&C are effective and binding upon Buyer’s heirs, agents, personal representatives and assigns; and Buyer represents, warrants and covenants that that he/she is over 18 years of age. If Buyer is an entity, these T&C are effective and binding upon Buyer’s successors and assigns. Buyer further agrees that by purchasing Products, placing an Order, or sending payment for Products, Buyer assumes all risks and waives and releases certain substantial rights that Buyer may have or possess (as set forth in these T&C).
  2. BUYER’S REPRESENTATIONS  Buyer warrants and agrees to Seller as follows: (i) the Order and these T&C are the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with the terms and conditions hereof; (ii) Buyer has full power and authority, and has taken all action necessary, to enter into and perform under the Order and these T&C and to exercise the License granted by Seller herein (as applicable); (iii) that Buyer or the representative of Buyer executing the Order and these T&C has full authority to execute the Order and these T&C; (iv) no contracts, commitments, understandings, or agreements of any nature exist, and none will be entered into by Buyer, that impair, prohibit, restrict, or inhibit Buyer’s ability to perform its obligations hereunder, including exercise the License hereunder (as applicable); (v) Buyer will not market, promote, sell, transfer or deliver any Product which is defective or non-conforming or which are misbranded or adulterated; (vi) Buyer will not alter, remove or modify any Product labelling or related marketing materials; (vii) Buyer will not make any false or misleading statements about Seller or the Products, including the use thereof; (viii) Buyer will not make any representations or warranties regarding the Products except as set forth herein by Seller; and (ix) no judgment, decree, order, or award of any board, tribunal, court, government body, including any regulatory authority or arbitrator having jurisdiction over Buyer, exists that reasonably may impair, prohibit, restrict, or inhibit Buyer’s ability or right to enter into the Order or to perform its obligations hereunder, including exercising the Licenses hereunder (as applicable).
  3. DEFAULT - In the event: (a) Buyer fails to make full payment for any Products when due or breaches any other obligation of Buyer under these T&C, (b) Buyer fails to accept conforming Products, (c) a voluntary or involuntary petition in bankruptcy is filed against Buyer or Buyer becomes insolvent or makes an assignment for the benefit of creditors, (d) if Buyer is an entity, Buyer is dissolved, liquidated, merged or transfers a substantial part of its assets, (e) if Buyer is an entity, all or a controlling portion of Buyer’s stock or other ownership interest is transferred, or (f) Buyer’s financial condition becomes unsatisfactory to Seller, then Seller, in addition to all other rights or remedies hereunder or at law or in equity, may: (i) terminate all pending orders of the Products without liability to Buyer, (ii) require Buyer to provide adequate assurance of performance, including such payment or other security as Seller may specify, (iii) declare all sums due Seller by Buyer to be immediately payable (if any), and (iv) make shipments or deliveries only on arrival draft of C.O.D. basis or require cash in advance of shipment. All remedies of Seller set forth in these T&C are cumulative and in addition to any other rights or remedies available to Seller at law or in equity.
  4. TRADEMARKS; MARKETING MATTERS – Buyer acknowledges and agrees that Seller’s name and trademarks, including those set forth on Seller’s website, and all related names, logos, product and service names, designs and slogans (“Seller’s Marks”) are trademarks of Seller. Buyer may not use Seller’s Marks without the express consent of Seller or in any manner that might reflect negatively on Seller, the Products or Seller’s affiliates, or on the goodwill associated with Seller or Seller’s Marks which might otherwise dilute the value of Seller’s Marks. In the event that Seller agrees in writing that Buyer may sell or resell Seller’s Products and further that Buyer may use Seller’s Marks in connection with such resale and solely in connection with the exercise by Buyer of its rights or obligations under these T&C including, without limitation, promoting, advertising, marketing, selling, supplying, distributing, and reselling the Products throughout the Territory in accordance with the terms and conditions of these T&C and in compliance with the terms of the License, Seller grants to Buyer a limited royalty-free, non-exclusive, nontransferable, non-assignable, revocable license to use, publish, display, and disseminate Seller’s Marks. For clarity, Buyer’s use of Seller’s Marks shall inure to the sole and exclusive benefit of Seller. Any use by Buyer of Seller’s Marks shall be subject to the reasonable guidelines provided by Seller, if any. Buyer will promptly discontinue the display or use of any of Seller’s Marks or change the manner in which Seller’s Mark is displayed or used with regard to the Products when requested by Seller.
  5. ASSIGNMENT – These T&C will bind and inure to the benefit of Seller and Buyer and their respective successors and assigns. Buyer may not assign or delegate any rights or obligations under these T&C without the prior written consent of Seller, and any purported assignment without Seller’s written consent will be null and void.
  6. GOVERNING LAW – The Order, including these T&C and any dispute regarding these T&C and/or the Product, and the rights and obligations of the parties thereto, will be determined in accordance with the laws of the State of California, without reference or regard to the conflicts of law rules thereof.
  7. DISPUTES – Any and all disputes arising out of the Order, these T&C or the performance or non-performance of the parties’ obligations hereunder will be settled by final and binding arbitration conducted by a single arbitrator reasonably acceptable to Seller and Buyer. Arbitration shall take place exclusively in Los Angeles, CA, USA pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any judgment based upon an arbitration award under this paragraph may be entered in the highest court of the forum, state or federal, having jurisdiction. Notwithstanding the foregoing, Seller, at its option, may pursue collection of delinquent payments in any court having jurisdiction, including but not limited to, the federal or state courts located in Los Angeles, CA, USA, and Buyer hereby agrees to the exclusive jurisdiction of, and venue within, such courts. Unless otherwise expressly provided in these T&C, any and all claims of Buyer under these T&C are waived unless arbitration is demanded per this section within one (1) year after the date Buyer received the Product at issue. Buyer agrees that any arbitration or proceeding shall be limited to the dispute between Seller and Buyer individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. BUYER AGREES THAT BUYER MAY BRING CLAIMS AGAINST SELLER ONLY IN BUYER’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY. The parties expressly agree that the terms of The United Nations Convention on Contracts for the International Sale of Goods or any successor thereto do not apply to this Order.
  8. AMENDMENT – These T&C and the Order may only be amended or modified in a writing which specifically states that it amends the Order and is signed by an authorized representative of each party.
  9. WAIVER – No waiver by Seller of any of the provisions of the Order or these T&C is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  10. FORCE MAJEURE – Seller shall not be liable or responsible, nor be deemed to have defaulted or breached the Order, for any failure or delay in fulfilling or performing any term of the Order, including without limitation when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller, such as acts of God, flood, fire, earthquake, tornado, hurricane, explosion, pandemic (including COVID-19), epidemic, governmental actions, voluntary or involuntary compliance with any governmental order or mandate, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic (including COVID-19), epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or vendors, or inability or delay in obtaining supplies of adequate or suitable materials, equipment or telecommunication breakdown or power outage (collectively, “Force Majeure Event”). In any Force Majeure Event or other situation in which Seller is unable to supply the quantity of Product ordered, Seller may allocate any available Product in any manner deemed reasonable to Seller; and under no circumstances shall Seller be obligated to ship by expedited or any other means (other than as set forth herein), work overtime, or ship from any specific location in order to fill an Order.
  11. RELATIONSHIP OF THE PARTIES – Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  12. NO THIRD-PARTY BENEFICIARIES – The Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these T&C.
  13. SEVERABILITY – If any term or provision of the Order or these T&C are invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Order or these T&C, or invalidate or render unenforceable such term or provision in any other jurisdiction.
  14. SURVIVAL – Provisions of these T&C which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Order.
  15. ELECTRONIC SIGNATURE – With respect to purchases of Product online, Buyer acknowledges and agrees that when Buyer or its representative clicks the "I Agree" button to these T&C at checkout when purchasing the Products, that Buyer is providing an authorized electronic signature to the Order and these T&C. By electronically signing, Buyer or its representative is agreeing to all the terms and conditions in the Order and these T&C, and certifying that all information Buyer has provided is complete and accurate. Buyer agrees that its or its representative’s electronic signature will have the same force and effect and will bind Buyer to the Order and these T&C to the same extent as a physical signature would.  Buyer also agrees that the Order and these T&C and all related documents are electronic records and that, as such, they may be transferred, authenticated, stored and transmitted by electronic means.