Support Our Troops^® Wholesale Terms of Sale

You (applicant, wholesale purchaser) have been approved by Support Our Troops, Inc. (SOT) to purchase trademark goods at wholesale for the sole purpose of resale to consumer end users in your own retail store(s).   In exchange for the opportunity to exchange information and be evaluated for the opportunity to do so, you accept these terms. 

By purchasing goods you accept these terms of sale, the supportourtroops.org website Terms of Use, which constitute the entire agreement between us,  and all prior and contemporaneous oral and written statements, promises, agreements and understandings are incorporated herein.  

These terms will govern all transactions between you and SOT, including subsequent wholesale orders.  These terms of sale supersede the terms and conditions of your purchase orders and will govern all transactions between you and SOT, and you specifically reject any terms or provisions on your present or future forms and communications which set any standards, specifications or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms.

Your Sales Venue

You acknowledge that you are acquiring the brand products for the purposes of trade or business only in your own retail store(s).  Your retail store may be online, brick and mortar, or both.  The store must be owned or operated by you and listed on your Wholesale Application.

Expressly and absolutely prohibited is the resale of brand products on public forums such as Amazon.com, Ebay.com, Etsy.com, Zulily.com and the like. SOT has sole discretion to determine what constitutes a public forum and whether it is eligible for resale of the goods purchased. 

You may purchase Support Our Troops^® brand products at wholesale solely for the purposes of resale to consumer end users in your own retail store(s).  

You agree that you are forbidden to resell brand products on wholesale basis to other retailers.  SOT reserves the right to terminate the account of any wholesale purchaser.

Confidentiality

Wholesale prices and pricelists of SOT products are confidential, and only for the use of wholesale purchasers. Publishing, revealing or disseminating the brand product wholesale pricing is strictly forbidden.   Failure to preserve the confidentiality of SOT wholesale pricing will result in termination of wholesale status and exposure to liability and litigation for marketplace damage and public reputation messaging repair costs incurred by SOT.

Manufacturer’s Suggested Retail Price (MSRP)

You may sell brand goods routinely at up to 15% less than the manufacturer’s suggested retail price (MSRP) at which SOT sells them.  In the event you want to discount products further for an occasional sale event, you may not discount the products more than 25% below MSRP without the prior written approval of SOT.

Ordering

Minimum order: As stated from time to time on the website’s wholesale purchasing page.  

Sizes: As stated from time to time on the wholesale purchasing page.  

Quantity: As stated from time to time on the website’s wholesale purchasing page.  

Payment: At the time the order is placed via credit card.

All orders are subject to SOT's approval.  SOT may refuse to accept or cancel any order or delivery of goods at any time without liability for loss or damage and at the discretion of SOT a credit memo and/or refund will be processed.

Cancellation:  Once you submit an order, it cannot be cancelled by you.  All sales are final.

Stock: Products are not guaranteed to be in stock.

Changes:  Changes to any order must be agreed to in writing. The total price may change as a result of any change and you agree to pay any increase and that SOT may charge it to the card used to make the original purchase.  

Restocking fees: SOT reserves the right to charge restocking and order cancellation fees of fees of 15% charged to your credit card.

Refunds: No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.

Title: Ownership of the goods shall pass to you upon payment and shipment.

Taxes

You are solely responsible for sales taxes and shipping associated with your purchase of brand products.

Shipping

Orders are usually shipped within five days of receipt of payment and will arrive in 5-7 business days from shipping date for domestic orders unless SOT notifies you otherwise.  Specialty items will acquire additional time for shipment which will be listed on the product page.  You agree that SOT is not responsible any delivery loss or damage.

Inspection and Acceptance

All sales are final.  Goods may be returned for exact exchange or credit within 2 months of purchase.  Wholesale purchasers have 5 days to notify SOT of any nonconformity, defect or other claim within 5 days after delivery of the goods, otherwise failing which reimbursement rights are waived.  Risk passes to you when goods are delivered to the common carrier and SOT is not responsible for goods lost or damaged during delivery. It is the wholesale purchaser’s responsibility to obtain shipping insurance. No claims will be honored without proper notification. 

Changes to Pricing & Products

Prices and products are subject to change without notice.  All products will be shipped at the prices in effect at the time of order.

Modification

SOT may amend or modify these Wholesale Terms of Sale at any time. The failure of SOT to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision.

Demographic Information.

You will share with SOT such demographics of those purchasing brand product as you may have with SOT to help SOT design and supply on-target brand product

Notice of Defects/Returns

It is the wholesale purchaser’s responsibility to verify that goods delivered match the items ordered and make any claims of defects, including but not limited to those related to shortages, quality, or specification, within the first five (5) days after receiving the goods. SOT is not responsible for shortages when shipments are directed to a third party. 

If part of the order is delayed, defective or deficient claims are limited to that part of the order.

Wholesale purchases made by you are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging with all tags attached. Whether or not items are eligible for exchange is at the sole discretion of SOT. All exchanges must be initiated within five (5) days of receipt of goods.

If goods are exchanged you are responsible for all shipping fees, both in shipping product back to SOT as well as the shipping of the new product to the you.  You authorizes SOT to sell any garments that have been exchanged, rejected, or abandoned.

Unless otherwise expressed in writing, SOT does not warrant that the quality, weight, designs or color of the goods corresponds to any specific description, image or sample.

Intellectual Property

SOT grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the brand marks “Support Our Troops^® and, if applicable, brand artwork, for the purposes of selling brand product. The license may be revoked by SOT.

You will display the “®” symbol after the trademark. 

Websites will state whichever of the following in the product description area is appropriate: “Support Our Troops^® is a trademark of D-Generation, Inc.”  

Physical signage and print media will state the following in customary manner: “Support Our Troops^® are trademarks of D-Generation, Inc.”  

The trademarks will be used only in the form and manner approved by SOT, and with proper trademark attribution.  You will not alter, modify, dilute, or otherwise misuse the marks.

You will submit to SOT copies of advertisements or promotional materials containing the trademark for approval before publication, and advise SOT of all locations through which product is being offered or sold.

SOT will make available images and brand assets that you might require for your print and online presence by request.  Any imagery you provide yourself must be approved prior to use.

You acknowledge and agree that the Support Our Troops^® trademarks, including transpositions of their component words, or with additions or extensions including without limitation places and activities, in all trademark classes of goods and services, belong to D-Generation, Inc., a third party beneficiary of and not a party to this agreement, from which SOT holds a master license.

You agree that you will not will not use the trademarks, or trade off the trademarks or anything similar to them, except under agreement with SOT.

You acknowledge by contract and common law that D-Generation, Inc.  (“D-Gen”, a third party beneficiary and not a party hereto), is owner of the Support Our Troops^® trademarks whether or not registered.   You agree that you will do nothing inconsistent with that ownership, and that your use of the trademark will inure to the benefit of D-Gen without recourse.   As a matter of contract, you acknowledge and agree by law and by contract that D-Gen owns the trademarks as described herein and their associated goodwill in all trademark classes and as an object at the federal level and in all fifty states, and agree not to do anything inconsistent with that ownership, and will cooperate with D-Gen’s efforts to protect, defend or procure further registrations of the trademarks as described herein.  You agree that you will not apply for registration or otherwise seek to obtain ownership of any SOT or D-Gen trademarks anywhere in the world, or act in any manner or contribute in any way to actions or activities that would adversely affect the value of the goodwill associated with the trademarks, and agree to sign a single sheet acknowledgement of this at any time, and irrevocably appoint SOT as your agent or attorney-in-fact to do so without notice or recourse.  You agree not to seek or claim a copyright on artwork which incorporates the above or similar trademarks.  You agrees that applicant’s information on the Wholesale Application may be used to create a one sheet trademark ownership confirmation listing the foregoing which may be used and filed of public record, and agrees to stand by that document.   SOT or its assigns shall be the exclusive owner of all material produced or used by you that includes any of the trademarks whether or not they have been or can be registered or copyrighted, and any copyrights or trademarks which are registered or filed shall be registered or filed in the name of D-Gen or as instructed by SOT.

Liability

SOT shall not be liable where you have altered or modified the goods, misapplied the goods, not followed SOT’s instructions regarding the goods, subjected them to unusual or non-recommended use or handling, for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the goods, for any indirect or consequential loss of any kind.

Relationship of Parties. You are an independent contractor and not an agent, employee, franchisee, joint venturer, partner or owner of SOT.  The relationship between the you and SOT is solely that of vendor and vendee and all rights and powers not expressly granted to you are expressly reserved to the SOT.