Retailer Terms of Service

LEPRIX INC. RETAILER TERMS OF SERVICE
Last Updated: March 24, 2022

Table of Contents

• LEPRIX INC. WHOLESALE TERMS OF SERVICE
• LEPRIX INC. WHOLESALE RETAILER TERMS OF SERVICE
• LEPRIX INC. WHOLESALE SUPPLIER TERMS OF SERVICE

1. Overview

Thank you for your interest in becoming a Retailer on LePrix Wholesale, an online wholesale marketplace for pre-owned luxury, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Retailer Terms of Service (“Retailer Terms”), the terms “LePrix,” “us,” and/or “we” refer to LePrix Wholesale, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Retailer. These Terms, along with LePrix’s Terms of Service (the “General Terms”) and Privacy Policy, govern your purchase of goods as a Retailer through the Services. These Retailer Terms reference and link to various LePrix policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Retailer Terms. You hereby acknowledge and agree to terms and conditions set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Retailer Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

• “Supplier” means a seller who offers to sell and/or sells its goods to Retailers through the Services.
• “Retailer” means a buyer who purchases goods through the Services for the purpose of resale.

3. About

LePrix Inc allows third party Suppliers to list and sell their items in LePrix Wholesale marketplace on the Site and Services. Suppliers’ items will be made available for sale on all of our Sites and mobile applications. Retailers and Suppliers must have an account to purchase or sell items on the LePrix Wholesale platform (see Section 3).

LePrix Wholesale Auction: Retailers may place bids on the platform for specific items in LePrix Wholesale Auction. If a Supplier uses the LePrix Wholesale Auction platform to place an item for a fixed or minimum price, the Supplier makes a binding offer to conclude a contract for this item at this fixed or minimum price. If a Retailer uses the LePrix Wholesale Auction platform to place a maximum offer bid offering a fixed or maximum price for a specific item, the Retailer makes a binding offer to conclude a contract for this item at the won price. LePrix reserves the right to limit the amount or value of a Retailer’s bids at any time.

LePrix Stock: Suppliers may list their items with the “buy now” function. If the Retailer uses the “buy now” feature, Retailers contractually agree to pay for items purchased.

In these scenarios the contract is concluded between Retailer and Supplier under the condition that the item is as described by the Supplier.

A further description of the marketplace process and the rules applicable to buyers and sellers is available on our FAQ page, as updated from time to time. While LePrix as the platform provider helps facilitate transactions that are carried out on the LePrix Wholesale platform, LePrix is neither the Retailer nor the Supplier of the Supplier’s items. LePrix provides a venue for Retailers and Suppliers to complete transactions. Accordingly, the contract formed at the completion of a sale for these third party items is solely between the Retailer and Supplier.

More About Leprix Auction

LePrix is not an auction house and does not conduct live auctions. Our service allows you to participate in auctions conducted by the suppliers. Although LePrix might provide historical pricing data to the Retailer and Supplier, we do not set prices for the items and LePrix is not an auctioneer. We are solely a passive conduit to facilitate communication between you and the Supplier. We reserve the right in our sole and absolute discretion to change some or all of our services at any time. We have no control over the quality, safety, or legality of the items advertised, the truth or accuracy of the listings, or the ability of the Supplier to sell and the ability of buyers to buy items. We also do not ensure or guarantee that a Retailer or Supplier will complete a transaction. You agree and acknowledge that, in exchange for valuable consideration (including but not limited to the rights to use the Site, use the Services and participate in the Auction), all bids placed by you are irrevocable offers to purchase an item that may not be withdrawn by you at any time after the close of the auction. By placing a bid or bids placed on your behalf by LePrix as mutually agreed, you expressly agree that if you are the winning bidder you will pay for your item per the due date on your invoice. It is your responsibility to read the full item listing and to understand delivery conditions before you place your bid. LePrix reserves the right to deny Exchange Policy privileges based on excessive requests or if an account is not in good standing. Return requests must not exceed 5% of total confirmed orders ($ value) per month.

4. Account Registration – Retail Account

Retailer Account. To purchase goods through the Services as a Retailer, you must apply or be invited by LePrix, to create a retailer account and be approved by LePrix (“Retailer Account”), as further set forth in the General Terms. We reserve the right to deactivate your account if we find that you are in breach of these Retailer Terms.

Qualifications. To qualify for a Retailer Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (social media businesses, authorized subscription boxes and booths may also qualify at our discretion). You must also have, and upon request provide proof of, a valid reseller’s permit/certificate and business license or business ID (or your state’s or region’s equivalent documentation).

5. Item and Content Compliance

You acknowledge and agree that LePrix is not required to determine whether the items sold on the Services, or any Content related thereto: (i) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (ii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iii) are allowed to be sold from the Supplier’s jurisdiction and/or into your jurisdiction; and/or (iv) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Suppliers and their items. You hereby release LePrix from any liability with respect thereto, and agree to indemnify, defend and hold LePrix harmless for any claims as set forth in the Indemnification section below.

6. Authenticity, Inspection, and Shipping

As part of the purchase transaction, the Supplier will ship the item to LePrix and LePrix will visually inspect the item and use third-party authenticators or commercially reasonable efforts to confirm it is authentic and meets our quality standards. If LePrix determines the item is authentic and meets our quality standards, LePrix will invoice and ship the item to the Retailer after it is paid, unless otherwise mutually agreed. If LePrix cannot reasonably confirm the authenticity of the item or determines it is not authentic or does not meet our quality standards, then we will notify the Retailer and the Supplier that the item has not passed inspection. Additionally, LePrix has the right to reject any item for any reason, including but not limited to, authenticity, failure to meet our condition standards, or damage of the item. LePrix policy requires Suppliers to confirm and ship items within the specified timeframe after Retailer’s purchase. However, because LePrix cannot control the amount of time it takes for the item to reach LePrix, we cannot guarantee a specific delivery time frame for any items and therefore, Retailer is not permitted to cancel the purchase if the item does not ship from the Supplier within the specified timeframe in the sale confirmation email after purchase. Once we receive the item from the Supplier it generally takes up to five (5) business days for us to authenticate the item and ship it to a buyer. If a Retailer does not receive an item, the Retailer shall promptly report the issue to LePrix within three (3) days of the latest estimated delivery date. LePrix has the right, in our sole and absolute discretion to refuse to accept returns or other refunds and/or to charge restocking fees for returned or abandoned items. See section 8. If a Retailer or Supplier refuses to accept delivery of a package sent to his/her address on file, LePrix will consider the property abandoned after thirty (30) days and may charge the Retailer or Supplier LePrix’s reasonable expenses incurred due to such refusal to accept delivery.If the property is deemed abandoned, LePrix, may in its sole and absolute discretion, resell or dispose of the items on your behalf, as well as donate the items to a charity of LePrix choosing.

7. Orders

1. Right to Refuse. You acknowledge and agree that Suppliers and/or LePrix may refuse to complete your purchase for any reason.
2. Inventory. LePrix will encourage Suppliers to update their inventory status to sell goods to Retailers to avoid cancellations. However, you acknowledge and agree that LePrix does not guarantee a Supplier’s inventory to be available to sell to you.
3. No Circumvention. You acknowledge and agree that you will place all orders for a Supplier’s item through the Services for any Supplier that you are first introduced to through the Services. You acknowledge and agree that you will not influence Suppliers, or otherwise circumvent LePrix’s process or the Services, by transacting orders with Suppliers you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Retailer Account and your ability to purchase items on LePrix in the future.
4. LePrix Wholesale Promise. LePrix Wholesale Promise is a program in which Suppliers authenticate and guarantee authenticity of their respective items. Once your purchase is made, LePrix will re-inspect the quality of your purchased items to verify the items are as described. If the item is not as described upon receipt, you may make a request at https://wholesale.leprix.com/exchange-program to request a refund or exchange.
5. Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive the item that you order through the Services. At this time, LePrix does not offer drop shipping to customers of Retailers, however you can let us know if you are interested in drop ship as a future service. Retailers are also not allowed to forward purchased items to overseas locations, whether through mail forwarding services or otherwise.
6. Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release LePrix with respect thereto, and agree to indemnify, defend and hold LePrix harmless against any and all such taxes, contributions, penalties and/or interest.

8. Payment

1. Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card, but excluding pre-paid cards) with your Retailer Account, unless otherwise agreed by LePrix. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize LePrix and/or its affiliates to charge the payment method with the information you have supplied to LePrix, and/or to credit that payment method to make any adjustments if necessary. LePrix reserves the right to correct any errors in pricing. We will charge your default payment method on file in your Retailer Account. If it fails, we reserve the right to charge any other payment method you have included in your Retailer Account.
2. Payment Processors. LePrix uses third-party service providers for credit card/ACH/wire payment processing, fraud alerts, payment processing and disbursement of funds to Suppliers. You acknowledge and agree that LePrix may share information about you with those payment processors in order to complete the transaction.
3. Payment Accounts. You agree to make payment when the item is ready to be shipped by LePrix to your location, at which time LePrix will send you an invoice. Your method of payment will automatically be charged before the order is in transit.
4. Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Services, LePrix may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, offset monies that may be owed to you, assess late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Retailer Account. LePrix reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt. You acknowledge and agree that if any payment becomes 60 days past due, and you have not otherwise opted into a payment plan program offered by LePrix, LePrix may at its option automatically enroll you into a 3 month payment plan, and you hereby agree to pay the total amount due in equal weekly installments over such 3 month period. LePrix reserves the right to apply a fee for this service in addition to applicable late fees. This payment plan program is only applicable to the purchase of goods, and does not apply to any paid subscription plans or other services.
5. Maintenance of Payment Information​: In order to place a bid or list an item, you must have valid payment information stored in your profile. You authorize LePrix to verify the validity of the card by authorizing a charge of no more than $2 if necessary. By providing your credit card information to LePrix, you irrevocably authorize LePrix to charge your credit card for the total purchase amount of any winning bid if your invoice is not paid within 7 days after the due date or a date otherwise agreed to by LePrix. You also agree and acknowledge that you will maintain valid credit card information within your user profile so long as you maintain an account with LePrix and that you are authorized to use the designated payment method. LePrix reserves the right in its sole and absolute discretion to cancel listings or bids or suspend bidding privileges of any user not maintaining valid payment information. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, and/or retain collection agencies and legal counsel. In addition, you may be subject to late fees and interest in LePrix’s discretion which will not exceed the maximum amount permitted by applicable law.
6. Failure to Pay​: Any items not paid for in accordance with the LePrix Terms and Conditions within ten (10) days of the invoice due date will be forfeited by you, in which LePrix may, in its sole and absolute discretion, may resell or dispose of the items on your behalf, as well as donate the items to a charity of LePrix choosing.
7. Late Payment Penalty​: Failure to pay by the User will result in a late payment penalty of 26.82% annualized interest rate.
8. Security Interest. LePrix retains a purchase money security interest under the governing laws of the State of New York on unpaid items until payment in full has been made. In the event of default by purchaser, LePrix shall have all the rights and remedies of a secured creditor under the governing laws of the State of New York. Retailer authorizes LePrix to prepare any such financing statements and other documents as LePrix may require in order to perfect LePrix’s security interest.

9. Shipping Costs and Lead Times

1. Shipping Costs. Unless LePrix has authorized free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.
2. Lead Times. You acknowledge that lead times vary on how long it takes for a LePrix to ship your item(s). When your item(s) are ready to ship, you will receive a shipping notice, giving you a tracking number and letting you know the cost of shipping. This information is also available in your Account.

10. Exchanges, Refunds, Cancellations

1. Exchanges. LePrix offers exchanges on qualifying Wholesale Stock orders minus a 10% stocking fee. See FAQ for more information on qualifying orders https://wholesale.leprix.com/exchange-program. Wholesale Auction items are eligible for an exchange for LePrix Wholesale credit in the amount based on LePrix’s assessment of the fair market wholesale value minus 10% restocking fee. From the date the order is delivered, you have up to 90 days to request an exchange (“Return Eligibility Period”). Once your item is received by LePrix, you will receive a LePrix Wholesale credit in the equivalent amount of your purchase amount minus a 10% restocking fee. When items are returned to LePrix by a Retailer, LePrix will sell your exchanged item on your behalf and may redistribute those items through its various redistribution channels. To qualify for an exchange, you must adhere to LePrix return policies as outlined in our Exchange Policy. You agree that if you do not timely report the issue, the item shall be deemed delivered and satisfactory and ineligible for an exchange.
2. Wholesale Stock Cancellations. If the order has already shipped, you can not cancel it (though first orders with a Supplier may qualify for a return).
3. Edit Auction Bids. You may edit or remove your bids anytime prior to the end time of the Auction by clicking Your Bids and clicking Remove.
4. Returns: If an item you received is deemed wrong or not as described, you may request a return by filling out the form under the Return Request.

LePrix reserves the right to accept or reject any requests for return, exchanges or refunds filed by a Retailer in its sole reasonable discretion, including in the event LePrix suspects any fraudulent activity. LePrix’s decision whether to accept a damaged or missing claim shall be final.

11. Item Content

You acknowledge and agree that LePrix is not responsible, nor shall LePrix be held liable, for any Content, and LePrix makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.

All items are sold “as is-where is” and you are aware that, unless otherwise stated, the items sold on the Site are not new nor in perfect condition, may have patent and/or latent defects, may require touch-up or repairs prior to use, and the available information about these items may be limited. Descriptions are provided by Suppliers. You may contact LePrix for more information; however, you understand that LePrix is only providing an opinion to assist with your independent determination. By providing an opinion, LePrix is not admitting to any responsibility for other Member’s actions as stated above. You acknowledge that the perception of the item quality or condition varies.

12. Disputes

For any disputes regarding an order or item from a Supplier, you agree to try to informally resolve the dispute directly with the Supplier through your LePrix Account Manager. If you are not able to resolve the dispute, you may contact LePrix to help resolve the issue. You agree that LePrix has no duty or obligation to resolve any issue you have with a Supplier, and you hereby release LePrix from any and all liability relating to any dispute you have with a Supplier. If you are a California resident, you waive California Civil Code § 1542, as amended from time to time, and any similar statutes, to the extent that such statute(s) prohibits a general release from extending to claims that a creditor does not know or suspect to exist in his/her favor at the time of executing the release, which, if known by the creditor, would materially affect his/her settlement with the debtor.

13. Indemnity

You agree to defend, indemnify, and hold LePrix, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Retailer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

14. Termination

If you breach any of these Retailer Terms, LePrix will have the right to temporarily suspend or permanently terminate your Retailer Account, these Retailer Terms and/or the General Terms in its sole discretion and without prior notice to you. LePrix reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event LePrix terminates these Retailer Terms, your Retailer Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with LePrix at any time by contacting LePrix’s support team at [email protected] or as otherwise indicated in your Retailer Account portal. LePrix will close your Retailer Account once there has been an accounting of all monies due and owing.