Wholesale Terms & Agreement

WHOLESALE / RESELLER TERMS 

Last Updated: [9/29/25]
 Company: Robinhood Consulting LLC dba The Consulting Group (“Company,” “we,” “us,” “our”)
 Contact for Notices: tempestfurniture@gmail.com

IMPORTANT: THESE TERMS INCLUDE A NON-CIRCUMVENTION CLAUSE, BINDING ARBITRATION, A CLASS-ACTION/JURY WAIVER, LIQUIDATED DAMAGES, AND INJUNCTIVE RELIEF. READ CAREFULLY.

 

 

1) Electronic Acceptance; Records (Clickwrap)

By checking “I agree” and placing an order or creating an account, you (“Buyer”) agree to these Wholesale / Reseller Terms (“Terms”) and our Privacy Policy at [link]. Company will maintain electronic records of acceptance (timestamp, IP/device, user ID, Terms version). Do not order if you do not agree.

2) Order Terms Control (UCC 2-207 Safe Harbor)

Buyer’s purchase orders are offers expressly limited to these Terms. Additional or different terms in any Buyer PO, confirmation, portal, or website are objected to and rejected and are void. Company’s order confirmation (or shipment) forms a contract limited to these Terms, which Buyer accepts by paying for or taking delivery of the Products.

3) Appointment; Territory & Channels

3.1  Appointment (Non-Exclusive). Company appoints Buyer as a non-exclusive purchaser/reseller of Company’s products listed on Company’s then-current wholesale price list (“Products”).
 3.2  Territory & Channels. Buyer may resell Products only within the Territory and through the Authorized Channels listed in Schedule A. Sales on third-party marketplaces (e.g., Wayfair, Amazon, Walmart, eBay, Etsy, Alibaba, Faire) are prohibited unless Company gives prior written consent (email ok). No sub-distributors or sales agents without Company’s written consent.

4) Prices; Changes; Orders; Delivery; Title/Risk; Returns

4.1  Prices; Changes Anytime. Wholesale prices/MOQs/lead times are as shown in Schedule B and are subject to change at any time in Company’s sole discretion. The binding price for an order is the price in Company’s written order confirmation for that order. Company may correct clerical/pricing errors at any time without liability.
 4.2  Orders & Acceptance. Buyer POs are offers to buy. Company may accept/reject any order. Accepted orders are confirmed in writing (email sufficient).
 4.3  Delivery Terms. Delivery is under [FOB/FCA – insert point] Incoterms®. Delivery dates are estimates only. Company is not liable for carrier/force-majeure delays.
 4.4  Title & Risk. Title passes upon Company’s receipt of full payment and delivery per Incoterms. Risk of loss transfers per the Incoterms.
 4.5  No Returns Without RMA. No returns absent Company’s written RMA. Buyer pays return freight unless Company agrees otherwise in writing.

5) Payment; Late Charges; No Withholding/Setoff; Security

5.1  Payment Terms. [Prepaid / Net-15 / Net-30], subject to Company credit approval/limits. Company may suspend shipments for late or over-limit accounts.
 5.2  Late Charges; Collections. Past-due sums accrue 1.5% per month (or legal max) plus reasonable collection costs and attorneys’ fees.
 5.3  No Withholding/Setoff/Chargebacks. Buyer shall pay invoices without withholding, deduction, setoff, recoupment, or chargeback for any reason.
 5.4  Security Interest (optional). Buyer grants Company a purchase-money security interest in Products until paid; Company may file UCC-1s.

6) Taxes; Compliance; Anti-Corruption

6.1  Taxes. Buyer is solely responsible for all taxes, fees, duties, and assessments arising from purchase, resale, import/export, or use of Products, including sales and use taxes. If claiming exemption, Buyer shall provide valid resale/exemption certificates on request and shall defend, indemnify, and hold harmless Company from tax/penalty/interest arising from Buyer’s failure to collect/remit/document tax.
 6.2  Compliance. Buyer will comply with applicable product-safety, labeling, privacy, export/sanctions, and channel/platform rules.
 6.3  Anti-Corruption. Buyer will not offer/provide anything of value in violation of anti-bribery or anti-corruption laws (including the U.S. FCPA and similar laws).

7) Specifications; Warranty; Care/Safety

7.1  Specs & Variations. Company endeavors to provide accurate specs/images; natural variations (color/finish/texture) may occur and minor differences are not defects.
 7.2  B2B Warranty. Unless a written limited warranty accompanies a Product or is posted by Company, Products are sold to Buyer “AS IS.” Any warranties/returns offered to Buyer’s customers are Buyer’s responsibility.
 7.3  Care & Safety. Buyer will pass through Company care/safety/installation instructions and will not make misleading or unauthorized claims.

8) IP License; Content Integrity; No Clones

8.1  Limited License. Company grants Buyer a limited, non-exclusive, revocable license to use Company trademarks, images, and copy solely to advertise/sell authentic Products purchased from Company in the Authorized Channels and Territory. No image modification, no derivative designs, no registration of domains/handles containing Company marks, and no bidding on Company marks in search ads. Company may revoke this license by notice; Buyer must immediately cease use.
 8.2  Content & Shipping Standards (Self-Executing). Buyer must accurately represent Products; use current, unaltered Company images or Buyer’s own accurate images that do not misrepresent color/scale/condition; package/ship in a commercially reasonable manner consistent with industry standards. Buyer is solely responsible for delivery times, customer service, and reviews, and shall indemnify Company for claims/platform actions arising from Buyer’s listings/fulfillment/customer interactions.
 8.3  No Reverse Engineering/Clones. Buyer shall not reverse engineer or commission substantially similar/derivative versions of the Products.

9) Confidentiality & Key Definitions (captures aggregator suppliers)

9.1  Confidential Information. Non-public business/technical/commercial information disclosed by Company including supplier/manufacturer identities, pricing, costings, MOQs, QC specs, routing guides, shipping docs, BOMs, CADs, roadmaps, and customer/reseller lists is “Confidential Information.” Use only to perform hereunder; disclose only to need-to-know personnel bound by similar obligations. Survival: 5 years (trade secrets survive while secret).
 9.2  Company Supplier; Restricted Vendor; Substantially Similar.

  • Company Supplier: any manufacturer, assembler, component supplier, distributor, agent, trading company, logistics/forwarding provider, marketplace seller, or platform vendor (including sellers operating on/through Wayfair, Amazon, Walmart, Alibaba, Faire, or similar) that (i) is identified or introduced by Company; (ii) is revealed or reasonably ascertainable to Buyer through or because of the parties’ dealings (e.g., labels, packing slips, routing, SKU data, CADs, BOMs, photos, pricing); or (iii) supplies/supplied/is proposed to supply Company with the Products or Substantially Similar products. Includes that party’s parents, subsidiaries, affiliates, successors, assigns, commonly controlled entities, and any marketplace storefronts/trade names under which they sell.

    Restricted Vendor: any Company Supplier and any third party acting on its behalf (agents/brokers/marketplace storefronts).
  • Substantially Similar: products with materially similar design, dimensions, construction, specs, or BOM, or that a reasonable purchaser would view as functional/aesthetic substitutes.

10) Non-Circumvention; Non-Solicitation (zero-maintenance)

10.1  Non-Circumvention. During the Term and for [24–36] months thereafter, Buyer shall not, directly or indirectly, solicit, contact, transact with, or purchase from any Restricted Vendor for the Products or Substantially Similar products, except through Company. This includes contact via marketplace messaging (Wayfair/Amazon/Walmart/Alibaba/Faire), via affiliates/agents, or any other channel. Buyer shall not use intermediaries to obtain quotes/samples/production from a Restricted Vendor, nor route communications through alternate storefronts to evade this Section.
 10.2  Non-Solicitation of Company Accounts. During the Term and for [12–24] months thereafter, Buyer shall not solicit or sell to (i) Company’s direct retail customers learned through Company, or (ii) Company’s authorized resellers/distributors disclosed by Company—except to fulfill orders through Company.
 10.3  Pre-Existing Vendor Safe Harbor. Section 10 does not prohibit Buyer from transacting with a vendor with whom Buyer had a documented, bona fide relationship (active POs or a signed supply contract) predating this Agreement and independent of Company’s Confidential Information; Buyer must produce reasonable documentation within 10 days of Company’s written request. This safe harbor does not apply to vendors first learned through the parties’ dealings or to Substantially Similar products whose specs/designs were obtained from Company.
 10.4  Presumption & Evidence Preservation. If, within [24–36] months after the parties’ last transaction for a Product line, Buyer purchases Substantially Similar products from a seller sharing a common factory/component supplier/distinctive spec with a Company Supplier or showing identical/near-identical construction details, a rebuttable presumption arises that Buyer violated Section 10. Buyer shall preserve and, when lawfully requested in arbitration or court, produce non-privileged evidence reasonably sufficient to identify its supplier for the accused products (POs, invoices, packing lists, correspondence). Failure to preserve may support adverse inferences.
 10.5  Blue-Pencil. If any restraint in Sections 9–10 is found overbroad, a court/arbitrator shall modify it to the minimum extent necessary to be enforceable and enforce as modified.

11) Insurance (Additional Insured; zero admin for you)

Buyer shall maintain Commercial General Liability (including products-completed operations) of at least $[1,000,000] per occurrence / $[2,000,000] aggregate from insurers rated A- or better (A.M. Best). Company shall be named as an Additional Insured on a primary and non-contributory basis with a waiver of subrogation. Certificates/endorsements shall be provided upon request.

12) Indemnification

12.1  By Buyer. Buyer shall defend, indemnify, and hold harmless Company and its affiliates, officers, employees, and agents from any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising from: (i) Buyer’s listings/advertising/statements; (ii) Buyer’s sales channels, fulfillment, delivery times, packaging, or customer service; (iii) Buyer’s taxes/regulatory compliance; (iv) Buyer’s breach of Sections 8–10 (IP, Confidentiality, Non-Circumvention/Non-Solicitation); or (v) Buyer’s violation of law or third-party rights.
 12.2  By Company. Company will defend Buyer against third-party claims alleging Company marks/materials (as provided by Company and used as permitted) infringe U.S. trademark/copyright rights, and pay damages finally awarded or agreed in settlement. Company may suspend use or substitute materials. This is Buyer’s exclusive remedy for such claims.

13) Remedies; Liquidated Damages; Disputes (Arbitration)

13.1  Injunctive Relief (Court Carve-Out). Breach of Non-Circumvention, Non-Solicitation, or Confidentiality causes irreparable harm. Company may seek temporary, preliminary, and permanent injunctive relief in court without posting bond, in addition to arbitral remedies.
 13.2  Liquidated Damages—Circumvention/Diversion. For each violation of Section 10 or sale via unauthorized channels/territory, Buyer shall pay liquidated damages equal to the greater of:
 (a) 2× the Trailing-12-Month Gross Profit Company earned (or would have earned) on the Products or Substantially Similar products that Buyer purchased/sold in violation; or
 (b) 2× (i) the invoiced price Company charged Buyer for the closest matching units during the prior 12 months multiplied by the number of units purchased/sold in violation, or (ii) Company’s average gross margin for the relevant category multiplied by those units.
 The parties agree this is a reasonable estimate of anticipated harm and not a penalty.
 13.3  Fees for Protected Breaches; Collections. Company is entitled to recover reasonable attorneys’ fees and costs to enforce Sections 8–10 and to collect undisputed, past-due invoices, in addition to other relief.
 13.4  Arbitration; Waivers. Except for injunctive relief under 13.1, disputes shall be resolved exclusively by binding arbitration on an individual basis under the AAA Commercial Arbitration Rules, with the Federal Arbitration Act governing. Venue: [Chesapeake, Virginia] or virtual by agreement. Class/representative actions are waived. The arbitrator may award any relief available at law/equity (including injunctions). Awards may be entered in any court of competent jurisdiction.
 13.5  Confidentiality of Proceedings. The parties shall keep arbitration proceedings, filings, and awards confidential except as required by law or to enforce an award.
 13.6  Dispute Non-Disparagement (narrow). Until final resolution, neither party shall make public statements about any dispute between them, except required disclosures.

14) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, OR SUBSTITUTE GOODS. COMPANY’S TOTAL LIABILITY RELATING TO ANY PRODUCT OR THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO COMPANY FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM. This does not limit liability to the extent such limitation is prohibited by law.

15) Term; Termination; Post-Termination

15.1  Term. These Terms apply from acceptance and continue while Buyer purchases/resells Products.
 15.2  Termination for Convenience. Company may terminate for any reason on 30 days’ notice.
 15.3  Termination for Cause (Immediate). Company may terminate immediately for non-payment, unauthorized channels/territory, or breach of IP/Confidentiality/Non-Circumvention/Non-Solicitation.
 15.4  Sell-Off; IP Cessation. On termination, Buyer shall stop using Company IP and may sell remaining inventory for [30–60] days only in Authorized Channels/Territory and not below Company’s then-current MSRP (or MAP, if applicable) without written consent. After sell-off, Company may elect to buy back or require destruction (at Buyer’s expense) with certification.
 15.5 Survival. Sections 2, 4.4–4.5, 5–6, 7.2–7.3, 8–14, 16–19 survive termination.

16) Force Majeure

No liability for delays/failures due to events beyond reasonable control (e.g., natural disasters, government actions, labor issues, carrier failures, shortages, epidemics/pandemics, network outages). Payment for delivered goods is not excused.

17) Export; Sanctions; Anti-Diversion

Buyer shall not export, re-export, sell, or transfer Products in violation of U.S. or other applicable export/sanctions laws and shall cooperate with recalls/field actions. Products sold outside Authorized Channels/Territory are unauthorized and subject to Section 13 remedies.

18) Data Use; No Scraping; No AI Training

Buyer shall not scrape, harvest, or otherwise collect data from Company’s sites/systems and shall not use Company content/images/docs to train or fine-tune any AI/ML model without Company’s express written consent.

19) Updates to These Terms (Web Clickwrap)

Company may update these Terms from time to time. Updates apply only to orders placed after the “Last Updated” date. For material changes, Company may post notice on the site; placing new orders after notice constitutes acceptance of the updated Terms.

20) Miscellaneous

20.1  Governing Law; Venue. Virginia law governs (conflicts rules excluded) and the FAA governs arbitration. Subject to 13.1, the exclusive venue for injunctive proceedings is the state or federal courts in [Chesapeake, Virginia]; the parties consent to personal jurisdiction there.
 20.2  Notices. Notices must be in writing and are deemed given when sent by courier with tracking, certified mail, or email (with confirmation) to the addresses above.
 20.3 Assignment. Buyer may not assign or transfer (including by change of control) without Company’s written consent; any attempted assignment is void. Company may assign freely.
 20.4  No Monitoring Obligation. Company has no obligation to monitor Buyer’s compliance. Failure to detect or object to a breach does not waive Company’s rights.
 20.5 Severability; No Waiver. If any provision is invalid, it will be enforced to the maximum extent permitted; the remainder remains in effect. No waiver unless in a signed writing.
 20.6  Entire Agreement. These Terms (and Schedules) are the entire agreement and supersede prior discussions regarding wholesale/resale. No amendment except by posted update under Section 19 or signed writing.

 

 

Schedule A — Territory & Authorized Channels

  • Territory: [USA excluding Hawaii & Alaska]
  • Authorized Channels: [Buyer-owned website(s), Facebook & other sales platforms and physical stores only].
  • Prohibited Without Consent: Marketplaces (Wayfair, Amazon, Walmart, eBay, Etsy, Alibaba, Faire), drop-ship aggregators, sub-distributors.

Schedule B — Wholesale Price List / MOQs / Lead Times

  • Wholesale Price List: [On tempestfurnitur.com and is different per buyer].
  • MOQs: [Per SKU/category].

Lead Times: [e.g., 2–6 weeks ARO & is just an estimate].
 (Company may update Schedule B at any time; order confirmation price controls.)