Business-to-business only. Kinetix markets and supplies apparel to verified commercial buyers. These terms are not consumer retail terms and do not create a direct-to-consumer sales offer.
1. Scope and acceptance
These Wholesale Terms & Conditions (the “Wholesale Terms”) apply to every purchase order, line sheet order, invoice, order confirmation, shipment, or other sale of goods by Kinetix Casual Luxury (“Kinetix,” “we,” “us,” or “our”) to a commercial purchaser (“Buyer,” “you,” or “your”). By submitting an order, accepting an order confirmation, accepting delivery, or otherwise purchasing goods, Buyer accepts these Wholesale Terms.
Any additional, different, or conflicting terms proposed by Buyer are rejected and will not apply unless Kinetix expressly accepts them in a written agreement signed by an authorized Kinetix representative. A separate executed agreement controls only to the extent it expressly conflicts with these Wholesale Terms.
2. Buyer eligibility and account approval
Buyer represents that it is a legitimate business purchasing goods for resale, approved commercial use, or authorized private-label development; that it has authority to bind its business; and that all application and order information is accurate. Kinetix may require a resale certificate, seller’s permit information, credit references, business registration information, or other documentation before approving an account or fulfilling an order.
Kinetix may approve, decline, suspend, or revoke a wholesale account or order in its reasonable discretion, including where requested documentation is incomplete, Buyer is past due, or Kinetix identifies a risk of unauthorized resale, diversion, counterfeiting, or brand misuse.
3. Product information, availability, and samples
Line sheets, lookbooks, samples, product descriptions, photographs, colors, dimensions, delivery windows, and suggested retail information are provided for commercial planning and identification. They are subject to change and do not constitute a guarantee that an item will be available, identical in all respects to a sample, or delivered on a particular date.
Minor variations in color, wash, texture, measurements, trims, labeling, packaging, and production details may occur, particularly in garment-dyed, washed, organic-fiber, or small-batch goods. Buyer is responsible for reviewing samples and current order information before placing an order. Kinetix may substitute materially comparable components or make reasonable production changes that do not materially reduce product utility.
4. Orders, acceptance, and changes
An order is an offer by Buyer to purchase goods. Kinetix is not bound until it issues a written order confirmation, invoice, or other written acceptance. Kinetix may accept all or part of an order, allocate available inventory, impose or revise minimums, or decline an order. Quantities and delivery windows are subject to production capacity and material availability.
Buyer must review its order confirmation promptly. Requests to cancel or change quantities, styles, colors, sizes, shipping instructions, or delivery dates are effective only if Kinetix confirms them in writing. Confirmed seasonal, special-make, private-label, custom, branded, or made-to-order goods may not be cancelled or returned except with Kinetix’s prior written approval.
5. Prices, deposits, and payment
Prices are in U.S. dollars unless stated otherwise and exclude freight, insurance, duties, taxes, fees, and other charges. Current pricing and payment terms are those shown on the applicable Kinetix invoice or order confirmation. Kinetix may correct clerical, pricing, or description errors before shipment.
Unless Kinetix approves credit terms in writing, payment is due in full before shipment. Kinetix may require a deposit, prepayment, credit-card authorization, or other security, and may withhold production or shipment until required payment clears. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys’ fees where permitted.
6. Taxes and resale documentation
Buyer is responsible for all sales, use, excise, gross receipts, value-added, and similar taxes, assessments, and governmental charges arising from an order, excluding taxes based on Kinetix’s net income. Where a transaction is claimed exempt for resale, Buyer must provide a valid, properly completed resale certificate or other documentation acceptable to Kinetix before invoicing or shipment. If documentation is missing, invalid, or later rejected, Buyer remains responsible for the applicable tax, interest, and penalties.
7. Delivery, freight, risk of loss, and title
Shipping dates are estimates, not guaranteed delivery commitments. Kinetix is not liable for a delay caused by carriers, production constraints, material shortages, labor disruptions, weather, governmental action, or any cause beyond its reasonable control. Unless the order confirmation states otherwise, goods are delivered Ex Works Kinetix’s designated facility (Incoterms® 2020); risk of loss passes to Buyer when Kinetix makes the goods available to the carrier or Buyer’s designated pickup party, and Buyer is responsible for freight and insurance thereafter.
Title to goods remains with Kinetix until Kinetix receives full payment of all amounts due for those goods. Buyer grants Kinetix a security interest in unpaid goods and their proceeds to the extent permitted by law and agrees to execute reasonable documents needed to evidence that interest.
8. Inspection, shortages, and defects
Buyer must inspect each shipment promptly upon delivery. Any claim for a shortage, shipping damage, nonconformity, or visible defect must be reported to Kinetix in writing, with the invoice number, item details, quantity, and supporting photographs, within five (5) business days after delivery. Concealed defects must be reported within ten (10) business days after discovery and no later than sixty (60) days after delivery. Failure to provide timely notice constitutes acceptance to the extent permitted by law.
For a timely, verified claim, Kinetix may, at its option, replace the affected goods, issue a credit, repair the goods, or refund the purchase price attributable to the affected goods. Buyer may not deduct amounts, destroy goods, or return goods without a written return authorization from Kinetix.
9. Returns and cancellations
All sales are final except for goods Kinetix authorizes in writing for return due to a verified defect or fulfillment error. Returns require a Kinetix return authorization and must be shipped as instructed. Goods must be unworn, unwashed, unaltered, complete, and in their original packaging unless Kinetix directs otherwise. Unauthorized returns may be refused or returned to Buyer at Buyer’s expense.
10. Resale, brand presentation, and private label
Buyer may resell genuine Kinetix goods only in the ordinary course of its approved business and consistent with applicable law. Buyer may not remove or alter labels, trademarks, origin markings, care instructions, or other product identifiers; make unapproved product claims; use Kinetix intellectual property except as separately authorized; or sell goods in a manner that is deceptive, unlawful, or likely to damage the Kinetix brand.
Private-label, custom development, artwork, specifications, molds, patterns, samples, and related work are governed by the applicable written project quotation, development agreement, or purchase order. Kinetix retains all rights in its pre-existing intellectual property, methods, patterns, and materials unless a signed agreement expressly provides otherwise.
11. Limited warranty and disclaimers
Kinetix warrants only that, at the time of shipment, goods will materially conform to the applicable order confirmation, subject to permitted production variations and the claim process above. To the fullest extent permitted by law, this limited warranty is exclusive and Kinetix disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
Buyer is responsible for verifying the suitability of goods for its intended use, for complying with all resale, advertising, labeling, consumer-protection, product-safety, and other laws applicable to its business, and for providing its own customers with any required notices, warnings, and instructions.
12. Limitation of liability
To the fullest extent permitted by law, Kinetix will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost sales, loss of goodwill, or business interruption, arising from or relating to goods or these Wholesale Terms, even if advised of the possibility of such damages. Kinetix’s total liability for any claim will not exceed the amount Buyer paid to Kinetix for the specific goods giving rise to the claim.
13. Governing law and venue
California law governs these Wholesale Terms and any dispute arising from or relating to them, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to any non-waivable law, the state and federal courts located in Los Angeles County, California, have exclusive jurisdiction, and each party consents to their personal jurisdiction and venue.
14. General provisions and contact
Buyer may not assign its rights or delegate its obligations without Kinetix’s prior written consent. Kinetix may assign these Wholesale Terms in connection with a merger, financing, or transfer of substantially all relevant assets. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. Kinetix’s failure to enforce a provision is not a waiver. These Wholesale Terms, together with the applicable order confirmation and any signed agreement, are the entire agreement for the applicable order.
Questions about an order or these Wholesale Terms may be sent to Contact Kinetix.