Wholesale Terms & Conditions

WHOLESALE PURCHASE TERMS - Updated 5-23-24

THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS. PLEASE CAREFULLY READ THESE TERMS PRIOR TO PLACING AN ORDER FOR OUR PRODUCTS. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE. PLEASE READ THESE TERMS AND THE ARBITRATION PROVISION SO THAT YOU ARE AWARE OF YOUR LEGAL RIGHTS.

Section 1 – Introduction & Consent to Terms

Welcome to Bad Sheep LLC, a Florida limited liability company dba Bad Sheep Yarn (referred to herein as Bad Sheep”, we”, us”, or our”) Wholesale Purchase Terms (referred to herein as the Terms” or the Agreement”). Bad Sheep was created to provide our customers with some of the finest and most colorful yarn money can buy (collectively, our “Products” or a “Product”, which can more particularly be found on our Website at badsheepyarn.com).

This Agreement is entered into and made effective upon acceptance by applying for a wholesale account and accepting the terms and conditions at the bottom of the form, and/or by placing a wholesale order through an approved account at badsheepyarn.com.

If you do not agree to these Terms, we ask that you please not place an order for our Products. This is a legally binding agreement. Purchasing our Products and applying for a wholesale account constitutes explicit acceptance of these Terms.

If you are purchasing our Products on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or the entity violates these Terms.

Section 2 – Eligibility, How Our Services Work & Placing an Order

In order to qualify to be a wholesale client of Bad Sheep and receive wholesale pricing, you must (a) be an entity; and (b) have a physical presence. Proof of both items must be met prior to becoming a wholesale client. We reserve the right to reject becoming a wholesale client to anyone and for any reason.

In order to place an order for our Products, we will create you an account through our website with the information you provide in your application. You are solely responsible for ensuring that all information contained on your account is correct and up to date. We shall have no liability for any actions that occur on or through your account.

Once you find the Products you would like to purchase, add these products to your shopping cart which can be purchased directly on our Website. Simple as that!

Before submitting an order for our Products, you will be shown an order confirmation screen describing the inclusions of your order, any applicable charges for taxes and shipping, if any. It is your responsibility to ensure that everything looks as desired and that your order is correct. While we may be able to cancel or change your order once it is placed, we cannot guarantee that we will be able to do so. If there is an error on your order or if something needs to be changed, please contact us as quickly as possible so that we can try to help you before your order is processed.

We reserve the right, in our sole discretion, to refuse or cancel any order, including after being submitted. If your order is refused or canceled after you have been charged, we will issue you a full refund.

We also reserve the right to alter or amend pricing of Products listed on our Website, with or without notice. If you have purchased our Products for a lower price than is currently reflected on our Website, we have no obligation to honor our previous price. Only prices listed on our Website at the time of purchase are active.

Section 3 Online Sales

We allow our wholesalers to list and sell our items through their website with the following restrictions:

  • Items may only be listed and sold at or above retail prices listed on the Bad Sheep Yarn website at the time of the wholesale order is placed. Resellers may not offer coupons, discounts, or sales for any online purchases. Resellers may only offer discounts in-store to in-person customers.
  • Products can only be listed on the resellers website. Products may not be fed or listed on any online 3rd party sales platforms or sales channels used by the wholesalers. This includes 3rd party sales systems such as Etsy, Pinterest, Meta, Shopify Shop, Ebay, Amazon, Google Shopping, etc.
  • You may only list products which you have in stock at your store. You are prohibited from listing online pre-orders or selling merchandise where the shipment has not yet been received.
  • Photos and product descriptions must be accurate and list out the fiber information for the items. Any photos or digital assets used with permission, must meet Bad Sheep Yarns branding guidelines.
  • Products may not be sold to a customer for the intended purpose of reselling. Products may only be listed for retail purposes only.

 

Section 4 – Terms of Sale, Shipping, & Taxes

We cannot guarantee the availability of all of our Products. If we are unable to fulfill your order due to unavailability, you will be given the option of waiting for availability, changing your order, or canceling your order altogether.

We will endeavor to be as up-to-date with all Products on our Website, but sometimes there is a delay or error. If we are unable to process your order for any reason, will let you know as soon as we can.

Our Products offered are described on our Website at the time of purchase. We also reserve the right to discontinue certain Products at any time. Payment must be made at the time of purchase.

If we process your order and your payment is rejected or you later issue a chargeback of the payment, you will be responsible for ensuring full payment for all monies owed. Failure to pay for our Products will accrue interest at one percent (1%) per month until paid in full. Bad Sheep reserves the right to transfer any past-due balance to a collection agency or attorney. If your past-due balance (of any amount) is transferred to a collection agency or attorney, Bad Sheep shall be entitled to recover all costs and fees in collecting your past-due balance, including all reasonable attorneys’ fees.

Pictures on our Website are shown for convenience purposes only. Since our yarn is hand-dyed, there may be some variation from batch to batch, and the Product(s) you receive may be slightly different than the color shown on our Website. We cannot guarantee a perfect match with color. We will endeavor to keep our color as consistent as possible, but you acknowledge and agree that there will be some differences from batch to batch and that the colors shown on our Website may be slightly different than the color of the product you receive. If you are unhappy with the color of the Product(s) you receive, please contact us as soon as possible and follow all requirements as outlined in Section 5, below.

Shipping Times:

Bad Sheep will arrange for the shipping of the products you order from us according to the delivery method you have chosen and to the address you have provided. Delivery times are estimates only. Time is not of the essence.

Typically, orders are processed and shipped within 10 - 20 business days.

Our Products will be delivered to you by a third-party delivery company and since the shipping of your order can be impacted by many events beyond our control, Bad Sheep Yarn will not be responsible or liable for any damages or loss sustained by you arising out of delivery of your Product after the expected delivery date.

Section 5 –Cancellation, Refunds, & Returns

Out of Stock

If we are out of stock of a particular Product that you have ordered, you will be contacted by someone from our team and will be given the opportunity to switch your Products, or if you are unable to find suitable replacement Products, we are more than happy to offer you a full refund.

Damages or Incorrect Products

If you receive damaged or incorrect products, please contact us through the contact information listed on our Website. Per these Terms, you have a duty to inspect all Products ordered within thirty (30) days of receipt. If you do not notify us within thirty (30) days of receipt that your Products are damaged or incorrect, we may, but do not have an obligation to replace your Products or refund monies paid.

Please be sure to take pictures of the damaged or incorrect Products. Hold onto these photographs until we have resolved this issue with you. We will be in contract with you shortly after receiving your communication and photographs.

Returns

We permit returns of all Products purchased if (a) returned within thirty (30) days of purchase; and (b) the Products are still in Skein Form. “Skein Form” means that the Product(s) is still tied and bundled together. We are under no obligation to permit a return of Products purchased after thirty (30) days of purchase or are not in Skein Form. If you do not meet the requirements for a return under this Section, you can still contact us and we will do our best to ensure that your customer service needs are addressed.

If you qualify for a return, we charge a fifteen percent (15%) restocking fee. The restocking fee is based on the total purchase price paid, including shipping, handling, and taxes. We charge a restocking fee to ensure that our company does not sustain losses in the event of a return due to the amount of time and labor needed to handle a return under this Section.

For purposes of clarity, we do not charge a return fee for damages or incorrect products.

Refunds/Cancellations.

Bad Sheep is not obligated to include a refund of any shipping and handling charges except when the return is for defective or incorrect Products.

Bad Sheep reserves the right to refund amounts owing to you by either crediting the charge card used for payment, issuing you a credit in the amount spent by you, or permitting you to exchange the defective or incorrect Product for another. If we issue you a credit, this credit will expire after one (1) year from when it is received by you, has no monetary value outside of ordering additional Products on our Website, and cannot be transferred to another person or entity without our express written permission.

If you are not happy with your Products, please contact our customer service team and we will provide you with options for resolving your issue(s).

Section 6 – Payment, Billing, Other,

When you provide payment information, you represent and warrant that the information you provide is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information.

By providing a credit card, you represent and warrant that you authorize us to charge your payment method for all charges you incur for your purchase of our Products. You agree that you are responsible for paying for and will pay for all such charges.

Pay on Fulfillment is only available to Partner Program customers upon request and approval. Customers using this option must store a credit card on their Bad Sheep Yarn store profile to use this option. Before we begin dyeing your order you will be charge 25% of the total invoice. Once your order is finished and ready to be shipped, you will be charged the remaining balance and receive an email letting you know that your order has been processed and fulfilled.

We have a 15% restocking fee for wholesale returns or cancellations. You are responsible for this cost once we begin dyeing your order. If your payment information is removed from your profile and/or we are unable to charge the remaining payment for any reason, we will hold your order for 14 days. After 14 days, the order will be canceled and will be subject to a 15% restocking fee.

 

Section 7 – Bad Sheep Intellectual Property.

The contents of our Website are protected by United States and international copyright laws. The contents of our Website are owned exclusively by Bad Sheep or licensed to us. You may not, and may not cause or encourage others to, reproduce, distribute, display, sell, transfer, assign, license or use for commercial purposes any copyrighted material on our Website (the Intellectual Property”) without our prior written consent. All rights not expressly granted in these Terms are reserved to Bad Sheep Yarn

Bad Sheep Yarn and its name, logos, slogans, or otherwise are trademarks or service marks ("Marks") of Bad Sheep LLC. All rights in these Marks are reserved by Bad Sheep Yarn. You may not use any Bad Sheep Yarn - provided Marks or other logos or graphics, without our prior written consent.  

We grant you a limited, revocable, non-transferable and non-exclusive license to access and make use of our Website in connection with exploring or purchasing Products. This limited license does not include the right to: (a) republish, redistribute, transmit, sell, license or download the Website or any and/or all content except as is necessary to view and/or use our Website or our Products; (b) make any use of the Website or any and/or all content other than uses consistent with ordering Products or exploring our Products; (c) modify, reverse engineer or create any derivative works based upon either the Website or any and/or content found therein; (d) collect account information for the benefit of yourself or another party; or (e) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.

Any unauthorized use by you of the Website automatically terminates this license without prejudice to any other remedy provided by applicable law or these Terms.

Section 8 – Term & Errors

These Terms will remain active and in full force and effect so long as they are posted on our Website.

Occasionally there may be information on our Website that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or change Services if any information is inaccurate at any time (including after you have agreed to our Services).

Section 9 – Confidential Information.

You hereby acknowledge and agree that Bad Sheep Yarn may provide to you, or you, in the course of the intended business relationship, may learn of or discover certain confidential, proprietary, and/or trade secret information, or other information which is deemed by Bad Sheep to be confidential, including, without limitation: confidential financial information, confidential market information, confidential plans for future Products, confidential information regarding sourcing, supply chain management, these Terms know how, formulations, business plans, business operations, and other confidential information or materials, to be given the broadest interpretation possible (collectively the “Confidential Information”).

You hereby acknowledge and agree that all Confidential Information obtained by you from Bad Sheep Yarn shall be and remain confidential, owned by Bad Sheep Yarn, not used by you. You also agree not to use any of the Confidential Information for any purpose other than in connection with these Terms or the re-sale of Products.

Section 10 - Disclaimer

OUR PRODUTS are provided 'as is' and, to the extent permitted by applicable law, Bad Sheep and its directors, officers, employees, agents, representatives, and affiliates, exclude all representations or warranties of any kind, express or implied including, but not limited to, implied warranties of merchantability, satisfactory quality, and fitness for a particular purpose.

We expressly disclaim any liability for loss or damage sustained by you as a result of USING OUR PRODUCTS, SUBJECT TO APPLICABLE LAW.

ANY USE BY YOU OF PRODUCTS THAT ARE DAMAGED SHALL BE DONE AT YOUR OWN RISK. IF YOUR PRODUCTS ARE DAMAGED PRIOR TO YOUR USE, PLEASE CONTACT OUR CUSTOMER SERVICE TEAM AS SOON AS REASONABLY POSSIBLE SO THAT WE CAN TIMELY HANDLE THE ISSUE(S).

Section 11 – Limitation of Liability

Bad Sheep Yarn shall not be liable for delay or failure in performance for causes beyond our control or any other damage which does not result from a breach of our obligations under these Terms.

WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE TOTAL AMOUNT YOU PAID BAD SHEEP FOR THE AT-ISSUE PRODUCTS.  

YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF OUR WEBSITE, OUR PRODUCTS, OR THESE TERMS MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE.

Section 12 – Indemnification

You agree to defend, indemnify and hold Bad Sheep Yarn, its agents, employees, directors, officers, owners, and affiliates harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third-party claim, action, or demand arising from (i) your breach of these Terms; or (ii) breach of applicable law.

Section 13 – General Provisions

Entire Agreement.  These Terms contains the entire agreement between you and Bad Sheep except for any information found on our Website regarding products, pricing, or otherwise.

Waiver.  The failure by Bad Sheep to enforce any provision of these Terms shall not be construed as a waiver or limitation of our right to subsequently enforce and compel strict compliance with every provision of these Terms.

Assignment.  You may not assign, pledge, delegate, or otherwise transfer any of your rights or obligations under these Terms without Bad Sheep Yarn’s prior written consent.

Relationship.Nothing in these Terms shall create or is intended to create an agency, employment, franchise, joint venture, or partnership relationship between you and Bad Sheep Yarn.

Applicable Law/Dispute Resolution/Arbitration.  These Terms shall be governed by the laws of the State of Florida. Except for non-payment by you for any reason, any dispute arising from these Terms or the Products ordered by you shall be subject to binding arbitration. The governing rules shall be the rules, then implemented, by the American Arbitration Association commercial division and shall take place in Pensacola, Florida. Bad Sheep and you agree that any such final decisions may be presented to a court of competent jurisdiction for purposes of being confirmed as a judgment enforceable under the law in which that party is domiciled or where their headquarters are located. The prevailing party in any dispute arising out of or related to these Terms shall be permitted to recover their reasonable attorney’s fees and costs.

Class Action Waiver. To the extent permitted by applicable law, you and Bad Sheep Yarn agree that any dispute arising out of these Terms is personal to you Bad Sheep Yarn and that any disputes, if any, will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of similar proceeding.

Severability.  If any provision of these Terms shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If an arbitrator or panel of arbitrators finds that any provision of these Terms is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.