Set Apart LLC Wholesale Agreement 

This Agreement and its terms and conditions below govern the sale of merchandise (“Merchandise”) by SET APART LLC (“Seller”) to the undersigned (“Dealer”), in connection with its products; dishware, glassware, clothing, candles, prints, linens, blankets and any physical products listed on the website or profile. The Term begins on the date of execution below and lasts in perpetuity unless one or both Parties terminate the Agreement, (the “Term”).

1.0 Prices and Payment:

1.1 Prices: Merchandise prices and minimum order quantities of Merchandise may be set forth when purchasing from the website (“setapartcompany.com”), a partnered wholesale platform, or during a live transaction. These prices are shown in the checkout or transaction process. These prices are a reduction of the MSRP set by the Seller. The Dealer may set the retail price of their choosing.

1.2 Purchase Orders: Dealer must submit written or digital purchase orders for the Merchandise no later than twenty-one (21) days, (“Order Period”) prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received in a shorter Order Period prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Dealer). All orders are processed subject to availability.

1.3 First-Time Customers: First-time customers shall place a minimum order quantity (“MOQ”) of at least 20 units unless depicted otherwise on specific product(s) offered by the Seller. Offers issued by another company's wholesale partner platform, or by Set Apart LLC, may override this condition.

1.4 Payment: Dealer will be invoiced for Merchandise orders, and payment is due upon Invoices due date or during a live sales transaction. Late payments incur a finance charge of two percent (2%) of the unpaid invoice balance per month, with the finance charge accruing thirty (30) days after the invoice due date. Seller may withhold fulfillment of Dealer’s additional purchase orders until past due payments, including any finance charges, are received in full. Orders are not shipped unless payment is made in full.

2.0 Shipping:

1.2 Shipping Cost: Dealer will be responsible for all Merchandise shipping and handling expenses unless a deal is offered by the Seller. Dealer must notify Seller of any claimed shipping error or damage within 5 business days of the receipt of Merchandise (“Time Limit”). Dealer’s failure to give such notice within the Time Limit shall be deemed a waiver of Dealer's claim for incorrect or damaged shipments.

2.2 Multiple Shipments and Manufacturing Partners: Due to Seller's utilization of various manufacturing, production, and fulfillment partners located in domestic and international locations, Dealer acknowledges and agrees that orders may be fulfilled through multiple shipments and packaging configurations. This multi-source fulfillment model is implemented to optimize lead times and minimize overall shipping costs to Dealer. Dealer agrees that split shipments do not constitute incomplete or defective delivery, and Seller shall not be liable for any inconvenience or additional costs incurred by Dealer as a result of multiple shipments for a single order.

2.3 Packaging and Branding: Merchandise will be packaged in protective packaging designed to minimize damage and waste during the shipping process. Such packaging is not intended for retail display or sale purposes. Dealer has the right to re-label, repackage, or otherwise modify packaging for its sales floor and retail purposes at Dealer's own expense. Seller is not obligated to provide retail-ready packaging elements, including but not limited to branded boxes, decorative bows, retail labels, hang tags, or display materials. Products may be delivered with Seller's company logos, brand names, or trademarks, or may be provided in white-label format without branding, at Seller's discretion. While Dealer is encouraged to provide attribution to Seller in its retail sales, such attribution is not contractually required unless otherwise specified in writing.

3.0 Returns:  

No refunds or buy-backs offered. In the case of damaged or incorrectly shipped Merchandise, please contact Seller directly within the Time Limit.

4.0 Disclaimer:

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF DEALER.

5.0 Representations:

As a condition of its being permitted to purchase Merchandise, Dealer represents and warrants that at present, and at all times during the term of this Agreement, Dealer will sell Merchandise solely to consumers on a retail basis, and not to persons or entities known or reasonably believed to have the intent to re-sell the Merchandise to third parties.

6.0 Intellectual Property:

Dealer is prohibited from using any intellectual property of Seller’s to promote, advertise, or otherwise market the Merchandise without permission, and may not scrape, repost, copy, download, or otherwise reproduce product photos from Seller’s website, social media channels, or any other source. Dealer may not remove or alter any branding, including the use of trademarks or copyrights on products and may not sell Merchandise under any other name or brand. Seller retains all of the rights to its intellectual property, including trademarks, products names, advertising copy, photographs, videos, or any other content connected to its business. Dealer may take their own photographs or videos of the Merchandise for promotional use.

7.0 Buyer-Seller Relationship: 

The relationship created by this agreement is solely a buyer-seller relationship and the parties are independent contractors of each other. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.

8.0 Governing Law; Dispute Resolution:

This agreement shall be governed by Connecticut law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the Parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in Middletown, in accordance of the rules of the American Arbitration Association. The Parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction where you would want to receive judgement/damages in Middletown.

9.0 Miscellaneous:

This Agreement contains the entire understanding between Seller and Dealer regarding the sale of the Merchandise.  This Agreement supersedes all phone calls, emails, and other forms of contact and shall govern any purchase orders. If the terms of any purchase orders differ from these Terms, the purchase order shall supersede. If any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any agreement to waive one or more provisions of this Agreement or any failure to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision. Neither Party can assign this contract to anyone else without written permission. Any headings are for convenience only and do not affect the rights or obligation of either party.

Last Updated: July 20th, 2025