Wholesale Terms
1. Definitions
"Products" means the confectionery and other goods manufactured, packaged, and sold by Funky Unicorn Treats and made available for purchase by Vendors through this website.
"MSR" means the Manufacturer's Suggested Retail price published by Funky Unicorn Treats for each Product from time to time, as shown on the Product listing, invoice, price sheet, or Vendor portal.
"Vendor" means any individual or business entity approved by Funky Unicorn Treats to purchase Products for resale under these Terms.
"Promotional Discount" means any reduction, markdown, coupon, rebate, bundle discount, loyalty credit, or other price reduction applied to the resale price of a Product, whether advertised or applied at checkout.
2. Vendor Status and Appointment
2.1 Subject to these Terms, Funky Unicorn Treats appoints Vendor as a non-exclusive, non-transferable authorized reseller of Products for resale to end customers within United States.
2.2 Vendor's status is not exclusive. Funky Unicorn Treats may appoint other vendors, sell directly to consumers, or sell through any other channel at its sole discretion.
2.3 Vendor is an independent business. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
3. Orders, Pricing, and Payment
3.1 All orders placed by Vendor are subject to acceptance by Funky Unicorn Treats and to Product availability.
3.2 Wholesale pricing, minimum order quantities, and payment terms will be as stated on the current price sheet or Vendor portal, which Funky Unicorn Treats may update from time to time on reasonable notice.
3.3 Payment is due according to the terms stated at checkout or on the applicable invoice. Payment in full is due at the time of order.
4. Resale Price and Promotional Discount Limit
4.1 Purpose. Funky Unicorn Treats publishes an MSR for each Product to protect the value of the Funky Unicorn Treats brand, ensure a consistent customer experience, and maintain fair conditions across all Vendors. This Section 4 governs how Vendor may price and discount Products at resale.
4.2 Maximum discount. Vendor may offer Promotional Discounts on any Product, provided that the discounted resale price never falls more than fifteen percent (15%) below that Product's then-current MSR. Stacked or combined discounts (coupons, bundles, loyalty rewards, sitewide sales, etc.) applied to a single transaction may not, in the aggregate, exceed this 15% cap.
4.3 Maximum duration. Any single Promotional Discount period may run for no more than fourteen (14) consecutive calendar days. A new Promotional Discount on the same Product may not begin until at least seven (7) days after the prior discount period on that Product has ended, so that consecutive or back-to-back promotions are not used to functionally extend a discount beyond the 14-day limit.
4.4 Clearance and closeout exception. This Section 4 does not restrict Vendor's pricing of discontinued, damaged, or short-dated Product being sold as clearance or closeout, provided such items are clearly marked as such.
4.5 Reporting and monitoring. Funky Unicorn Treats may monitor Vendor's advertised and posted resale prices, including through online marketplaces and Vendor's own website, to confirm compliance with this Section 4.
4.6 Remedies for non-compliance. If Funky Unicorn Treats reasonably determines that Vendor has exceeded the discount or duration limits in this Section 4, Funky Unicorn Treats may, at its discretion: (a) notify Vendor and request correction within five (5) business days (b) withhold or cancel pending orders; (c) suspend Vendor's account and access to wholesale pricing; or (d) terminate this Agreement under Section 8, in each case without liability to Vendor.
4.7 No agreement on resale price itself. Nothing in this Section 4 requires Vendor to sell at or above any minimum price, and Vendor remains free to set its own resale prices at or above the 15%-below-MSR floor described in Section 4.2. This Section addresses only the maximum depth and duration of discounting, not a fixed or minimum resale price.
5. Trademarks and Brand Use
5.1 Vendor may use Funky Unicorn Treats' name, logo, and Product images solely to market and sell genuine Products purchased from Funky Unicorn Treats, and only in the form and manner Funky Unicorn Treats provides or approves.
5.2 Vendor will not alter, obscure, or use the Funky Unicorn Treats name or marks in any way that is false, misleading, or damaging to Funky Unicorn Treats' reputation, and will not register or use any confusingly similar name, mark, or domain.
5.3 All goodwill arising from Vendor's use of Funky Unicorn Treats' trademarks belongs to Funky Unicorn Treats. This license ends automatically when these Terms end.
6. Product Quality, Handling, and Compliance
6.1 Vendor will store, handle, display, and sell Products in accordance with any instructions provided by Funky Unicorn Treats and all applicable food safety, labeling, and consumer protection laws.
6.2 Vendor will not alter, repackage, relabel, or tamper with any Product or its packaging.
6.3 Vendor is solely responsible for compliance with all laws applicable to its own business, including sales tax collection and remittance.
7. Warranties and Limitation of Liability
7.1 Products are provided subject to any written warranty accompanying the Product. EXCEPT AS EXPRESSLY STATED, FUNKY UNICORN TREATS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.2 To the maximum extent permitted by law, Funky Unicorn Treats' total liability arising out of these Terms will not exceed the amount Vendor paid for the Products giving rise to the claim in the twelve (12) months before the claim arose, and Funky Unicorn Treats will not be liable for indirect, incidental, or consequential damages, including lost profits.
8. Term and Termination
8.1 These Terms remain in effect until terminated. Either party may terminate for convenience with 30 days written notice.
8.2 Funky Unicorn Treats may suspend or terminate Vendor's account immediately for breach of these Terms — including the pricing limits in Section 4 — for non-payment, or for conduct that harms the Funky Unicorn Treats brand.
8.3 Upon termination, Vendor must immediately stop using Funky Unicorn Treats' trademarks and marketing materials. Sections 4.7, 5.3, 7, 9, and 11 survive termination.
9. Indemnification
Vendor will indemnify and hold Funky Unicorn Treats harmless from any third-party claims, damages, or expenses (including reasonable attorneys' fees) arising from Vendor's breach of these Terms, Vendor's marketing or resale practices, or Vendor's violation of applicable law.
10. Confidentiality
Pricing, Vendor portals, business terms, and any non-public information Funky Unicorn Treats shares with Vendor are confidential and may not be disclosed to third parties or used for any purpose outside the vendor relationship.
11. General Provisions
11.1 Governing Law and Venue. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Marion, Florida.
11.2 Amendment. Funky Unicorn Treats may update these Terms from time to time by posting the revised version on this website with a new "Last Updated" date. Continued use of the Vendor account after changes take effect constitutes acceptance.
11.3 Assignment. Vendor may not assign these Terms without Funky Unicorn Treats' prior written consent. Funky Unicorn Treats may assign these Terms in connection with a merger, acquisition, or sale of assets.
11.4 Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
11.5 Entire Agreement. These Terms, together with any price sheets, order confirmations, or Vendor portal policies incorporated by reference, constitute the entire agreement between the parties regarding the subject matter here.
11.6 Notices. Notices under these Terms should be sent to support@funkyunicorntreats.com and to the email or address Vendor provided at account registration.