Wholesale Terms & Conditions
Updated Date: 9-27-24
Table of Contents
- Eligibility
- Program Requirement
- Exclusive Regional Access
- Pricing and Payment Terms
- Shipping
- Autoship Program
- Pay on Fulfillment Terms
- Order Processing & Lead Time
- Buyer Online Sales Restrictions
- Returns and Exchanges
- Damaged or Defective Items
- Product Availability
- Intellectual Property
- Confidentiality
- Termination of Agreement
- Limitation of Liabitliy
- Arbitration Agreement and Governing Laws
- Amendments
Contact Information
Bad Sheep, LLC (hereinafter referred to as “Bad Sheep Yarn” and/or the “Seller”) accepts your application and wholesale orders strictly under the condition that you, the “Buyer” (hereinafter referred to as “Wholesaler” and/or “Shop”) agree to the following terms and conditions. These terms will govern all transactions between the Buyer and Seller, whether through a wholesale application, purchase, or invoice. Any provisions set forth by the Buyer that modify, contradict, or attempt to supersede these terms are expressly rejected by the Seller.
By applying for a wholesale account or placing an order with Bad Sheep Yarn via our website, phone, or email, you acknowledge and accept these terms and conditions.
1. Eligibility
Wholesale purchasing is available to verified businesses, retailers, and resellers only. We reserve the right to request proof of business (e.g., business license, tax ID number) before approving wholesale accounts. Wholesale applications are approved based on the Sellers availability, location, and at Sellers sole discretion. All submissions are evaluated regardless of race, ethnicity, gender identity, religion, national origin, ancestry, citizenship, physical abilities, age, sexual orientation, or veteran status.
2. Program Requirements
There are no order minimums for Basic Wholesale accounts. Partner Program accounts must place a minimum of $2500/ annually in order to keep their Partner Program status. The annual minimum will start upon account approval. Partner Program members who have been found to not meet the minimum order requirements will be downgraded to a Basic Wholesale account.
All Shops must place an order within the first six-months of account activation, or email with the date they intend to place their first order to keep their account active. Shops who fail to place an order within six months will be deactivated.
3. Exclusive Regional Access
Bad Sheep Yarn lists exclusive regional distribution rights as an added benefit for our Partner Program customers. This benefit is only applicable for shops with local populations of 250,000 or less. We will not add another wholesaler within 15 miles of the shop location.
Exclusive regional rights does not take into account Basic Wholesale account which may already exist within the 15 miles radius. Basic accounts that already exist at the time of the Partner Program account being created will be allowed to continue at their current program status, but will not be eligible for an upgrade to the Partner Program.
Larger markets of 250,000 or greater do not qualify for the exclusive regional access program. These are considered larger markets, and Bad Sheep Yarn can approve additional Partner Accounts in this area at their sole discretion.
Exclusive Regional Access does not count wholesale account added or created prior to 2024 who have been grandfathered in as a Partner Account. Wholesalers who have been grandfathered in may have additional Partner Program accounts added in their region at Bad Sheep Yarns sole discretion.
Exclusivity may be revoked if the Partner Program member fails to meet the annual order minimum or does not place their first order within 6 months. Exclusivity to a region or market is only applicable as long as the customer has a valid wholesale account. Accounts can be terminated at Bad Sheep Yarns sole discretion. Exclusive Regional Access will be terminated along with account termination.
Shops must have a valid business address and shop location. Exclusive Regional Access benefits does not apply to mobile yarn shops or pop-up shop wholesalers.
4. Pricing and Payment Terms
Pricing depends on the wholesale account type of the Buyer. All prices listed are wholesale prices and are subject to change without prior notice.
Payment must be made in full before shipping, unless the Buyer has applied and been approved for our Pay on Fulfillment program. We accept payments via [Credit Card, ShopPay, or PayPal].
Pay on Fulfillment is only available for Buyers in our Partner Program who have applied and been approved for the Pay on Fulfillment program. Pay on Fulfillment customers will be charged 25% of the total order once we have begun fulfillment, and will be charged the remaining balance before the order is shipped.
Wholesale orders are excluded from the Bad Sheep Yarn Rewards program. Points, coupons, or any additional sales or discounts are not valid for wholesale purchases.
5. Shipping
Shipping costs will be calculated at checkout or invoiced separately if applicable.
We ship via UPS & USPS unless otherwise requested. Any shipping preferences or expedited services must be communicated at the time of order.
All orders are shipped FOB 1945 Athens Ave Pensacola, Florida 32507. Risk of loss and title transfer to the customer upon shipment.
Delivery times are estimated and not guaranteed. We are not liable for delays caused by the shipping carrier or events beyond our control
We do purchase shipping insurance on all wholesale shipments and will file a claim on behalf of the Buyer in the case that UPS or USPS deems the package lost, stolen, or damaged.
6. Autoship Program
Autoship is only available to Wholesalers in our Partner Program. Wholesalers in our Partner Program must apply for the program using our online form system.
Shops that have applied for the program should expect to receive their first Autoship order for a releases at least 45 days from the time of their application is completed.
Products through the Autoship program may not be shared, advertised, or disclosed to customers before the scheduled release date. Shops may not advertise or accept pre-orders for colorways in our Autoship program.
To cancel Autoship enrollment, you must give a minimum of 30 days written notice to support@badsheepyarn.com or wholesale@badsheepyarn.com.
To user our Autoship program, shops must keep an updated payment method on file. For Autoship orders over $1000, the Buyer will be charged 25% once we have begun dyeing the order. The remaining balance will be charged once the order is ready to be shipped.
Buyers that fail to keep their payment method updated, or fail to give proper notice when trying to cancel their Autoship membership, will be subjust to a 15% restocking fee.
7. Pay on Fulfillment Terms
Pay on Fulfillment is only available to customers enrolled in our Partner Program who have applied and been approved for these payment terms.
Buyers are responsible for keeping an updated payment method on file so that they can be charged as needed.
Buyers who select this option at checkout will be charged 25% once Bad Sheep Yarn has begun dyeing the order, and will be charged the remaining balance once the order is ready to be shipped.
If the Buyers payment information is unable to be charged due to removal or expiration, Bad Sheep Yarn will hold the order for 14 days. After 14 days the order will be canceled and subject to a 15% restocking fee.
8. Order Processing and Lead Time
Orders typically take 10 - 15 business days to process. The Seller is closed on weekends and holidays.
Large or custom orders may require additional time, which will be communicated in advance.
9. Buyer Online Sales Restrictions
The Buyer must not list, sell, or fulfill orders online below the current retail pricing of the product on Bad Sheep Yarn’s website.
The Buyer may not offer and online discounts, sales, or coupons that would reduce the purchase price of any item below the retail price on the Bad Sheep Yarn website.
Buyers may only list products for sale on their own website. Listing products on 3rd party sales channels such as Facebook, Instagram, Google Shopping, Meta Shops, Amazon, Shop, or similar platforms is prohibited.
Buyers may not offer or advertise any pre-orders for Bad Sheep Yarn products online. All products listed online must be in-stock and on-hand.
10. Returns and Exchanges
Returns are accepted only for damaged or defective goods. Please inspect your order upon receipt and notify us of any issues within five business days.
No returns will be accepted for overstock or unsold items.
Return shipping costs for damaged or defective items will be covered by us. All other returns will be at the customer's expense.
11. Damaged or Defective Items
If you receive damaged or defective merchandise, please contact us within five business days of delivery. Provide photos and a detailed description of the issue for review.
We will either issue a replacement or provide a refund at our discretion.
12. Product Availability
Most wholesale orders are dyed on demand. If an item base is out of stock, we will notify you as soon as possible and offer a suitable replacement or credit.
13. Intellectual Property
All content, including product images, descriptions, and branding, is the intellectual property of Bad Sheep Yarn. Wholesale customers are granted permission to use these assets solely for the promotion and sale of our products. The Buyer agrees to adhere to the Sellers branding guidelines.
Unauthorized use, modification, or distribution of our intellectual property is prohibited.
14. Confidentiality
All pricing, product information, and customer details provided are confidential and are not to be shared or disclosed without written consent from Bad Sheep Yarn.
15. Termination of Agreement
We reserve the right to terminate any wholesale account for breach of these terms or misuse of our wholesale program or at our sole discretion without providing an explanation. Termination may occur without prior notice.
16. Limitation of Liability
Bad Sheep, LLC is not responsible for any indirect, incidental, or consequential damages arising from the use or inability to use our products.
17. Arbitration Agreement and Governing Law
Any disputes, claims, or controversies arising out of or relating to these Terms and Conditions, any order placed under this agreement, or any dealings between the Buyer and Seller (collectively, the “Disputes”), will be resolved by binding arbitration rather than in court. This includes any disputes concerning the interpretation, applicability, enforceability, or formation of this agreement to arbitrate.
The arbitration will be administered by the [American Arbitration Association (AAA)] under its rules for commercial arbitration. The arbitration shall take place in [Pensacola, Florida], and the arbitrator’s decision will be final and binding, subject to only limited review as provided under the Federal Arbitration Act.
The Buyer and Seller agree to waive any rights to a jury trial or to participate in a class action lawsuit in connection with any Dispute arising under these Terms and Conditions.
Each party will bear its own costs and attorney’s fees unless otherwise required by the applicable arbitration rules or as ordered by the arbitrator.
This arbitration agreement does not prevent either party from seeking injunctive relief or other equitable remedies in a court of competent jurisdiction for the protection of intellectual property rights or in cases of breach of confidentiality.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Florida, without regard to its conflict of law principles.
18. Amendments
We reserve the right to amend these Terms and Conditions at any time. Wholesale customers will be notified of any changes, which will take effect immediately upon posting.
Contact Information:
For any questions or concerns, please contact us at:
Bad Sheep Yarn Email: wholesale@badsheepyarn.com
Mailing Address:
38 South Blue Angel Pkwy #435 Penascola, Florida 32506