Wholesale and Export Terms

In order to ensure that all business conducted by Tangerine Mountain (“TM”) and its agents is in compliance with all applicable domestic and international laws and treaties, by placing an order with Tangerine Mountain, all wholesale and international export customers agree to the following terms.

Wholesale Terms

Information and Non Disclosure

All inquisitors, prospective customers, and recipients of information from TM agree that all information, including but not limited to line sheets, pricing, quotes, shipping, freight forwarder information, order placement information, distribution channel information, and any other information or Trade Secret disclosed by TM is confidential information.  TM reserves the right to require any or all inquisitors, prospective customers, and recipients of information to sign a non-disclosure agreement before providing any information; however and regardless, it is also understood that any and all communications sent between TM and any inquisitor, prospective customer, etc. are confidential and will remain so between both parties.

Inquiries and Orders

The customer acknowledges that the sending of an inquiry does not constitute the placement of an order nor guarantee of stock levels to fulfill prospective order.  Orders will be accepted, rejected, or processed based on a number of factors, including but not limited to: stock levels, back orders, exhibition/convention schedule, lead time, determination of competition, etc.  TM retains the right to refuse to do business any prospective person or person(s), acting in accordance with all federal and international laws governing such actions.

Minimum Order Quantity (MOQ), Lead Time, and Shipping

MOQ is determined by the type of product being offered, and will be shared with prospective customers within Line Sheets provided by TM.  Lead Time varies depending on product type and MOQ; please refer to Line Sheets for further information on Lead Time by product type.  Products ordered may be shipped either from the United States, or one of TM’s overseas affiliates or distributors, depending on the product type.  Please inquire regarding shipping time estimates.

Returns, Buybacks, and Refusal of Acceptance

No returns, buybacks, refunds or refusal of acceptance will be accepted by TM.  TM is also not responsible for lost orders, delayed orders, or the status, well-being, insurance or location of any wholesale or export order once it leaves the premises of Tangerine Mountain and / or its affiliates and distributors.  It is the responsibility of the customer to provide any and all accurate information necessary to ensure the timely and successful delivery of orders, and TM has no responsibility or liability in the case of any delay, error in delivery, or refusal of acceptance of order.

 

Customer’s Import Obligations

Receiving products exported from TM

The customer assumes responsibility for complying with all applicable laws and regulations of Customer’s country and any other destination related to the export of Products by TM to the customer / import of Products by the customer, and for obtaining any import authorizations required.

TM to Receive Necessary Information and Documentation

Customer shall upon request furnish all information and documentation concerning the Customer, its customers, and/or final end-users necessary for TM to determine whether any export authorizations are necessary and obtain any required export authorizations.

TM Receive Required Export Authorizations

The supply of worn clothing and/or textile articles (“Products”) to the Customer is subject to TM  receiving required export authorizations, to the extent any are required.

Conventions Not Applicable

The following Conventions will not apply: (a) the United Nations Convention on Contracts for the International Sale of Goods, and (b) the United Nations Convention on the Use of Electronic Communications in International Contracts. TM opts out of the Sale of Goods Convention, and does not agree to the use or application of the Electronic Communications Convention.

Anti-Boycott Laws Are Applicable

Customer is responsible for not engaging in boycotts prohibited or penalized under U.S. laws and regulations. The following countries may require participation in or cooperation with an international boycott that violates US law: Iraq, Kuwait, Lebanon, Libya, Qatar, Saudi Arabia, Syria, United Arab Emirates, and Republic of Yemen. This list is subject to change, and Customer is responsible for its updating.

Export Compliance Obligations:

Customer Compliance

Customer acknowledges its awareness of the export control laws and regulations of the United States and the Customer’s country. The Customer will comply with the requirements of all applicable export control laws and regulations of the United States and the Customer’s country, including but not limited to, the U.S. Export Administration Regulations, in the Customer’s use, export, or re-export of the Products.

No Product Activity Violations

The Customer agrees that Products will not be used, sold, leased, disclosed, transferred, re-exported, or otherwise dealt with in violation of any export licenses or other applicable authorizations from the US Government or other governments.

Notify Down-Channel Customers of Compliance Obligations

It is the Customer’s responsibility to notify its customers that they must comply with the export laws and regulations of the US government and other governments.

Down-Channel Delivery Is Conditional

It is the Customer’s responsibility to notify its customers at the time of quoting and subsequently at the time of delivery/invoicing of the fact that the delivery of the Products is subject to receiving any required export authorizations from the US government and other governments.

No Down-Channel Criminals, Terrorists, or WMD Arms/Delivery-Vehicle Dealers

It is the Customer’s responsibility to ensure that its customers and/or end-users of Products are not involved in any criminal activities, terrorist activities, weapons of mass destruction activities (nuclear, chemical, or biological), and/or missile systems (including space launch systems).

Destination Control Statement and Related Considerations:

Diversion Prohibited

The Products will be exported from the United States in accordance with the U.S. Export Administration Regulations. Diversion contrary to U.S. law is prohibited.

Notifications Of Intent To Re-Export

If the Customer intends to re-export Products or sell them to a third party where it is reasonably likely that the third party will re-export these Products, the Customer agrees to inform TM before delivery and preferably at the time the purchase order is placed, so that any export authorizations required by the U.S. Government and/or other governments may be obtained.

Post-Delivery Decision To Re-Export

If subsequent to delivery of Products to the Customer, the Customer decides to re-export Products, then the Customer is responsible for complying with all applicable laws and regulations of the United States and the Customer’s country, including obtaining any necessary export authorizations.

No Down-Channel Sales To “Designated Parties”

The Customer expressly agrees not to sell or otherwise transfer Products to companies or persons on the Denied Parties List and list of Specially Designated Nationals and Blocked Persons (“Lists of Designated Parties”), which are published by the U.S. Government. It is Customer’s responsibility to inform any of its subsidiaries, plants, branches or sister companies of these restrictions. It is also the Customer’s responsibility to obtain updated lists of such parties from the U.S. Government. When available and upon the Customer’s request, TM may provide the Customer with a copy of such lists.

Suspension:

Suspension Due To Violation

TM may suspend performance if the Customer is found in violation of any applicable export control laws or regulations.