JALA INTERNATIONAL WHOLESALE SALES TERMS & CONDITIONS

These Terms & Conditions apply only to international wholesale, distributor, retailer, studio, and export customers. Retail consumer purchases made through jalaclothing.com are governed by Jala's Terms of Service, Shipping Policy, and Return Policy.

  1. JALA INTERNATIONAL WHOLESALE SALES TERMS & CONDITIONS

    1. Price

    All sales orders are subject to acceptance by Jala Clothing LLC ("JALA") at its offices in Phoenix, Arizona, USA, at the prices in effect at the time of acceptance. Payment is due prior to shipment unless otherwise agreed to in writing by JALA.

    1. Delivery

    All sales are Ex Works (EXW) Jala Clothing LLC's warehouse in Phoenix, Arizona, USA, in accordance with Incoterms® 2020.

    Customer is solely responsible for all transportation costs, freight forwarding charges, insurance, handling charges, import permits, customs duties, VAT, taxes, brokerage fees, and any other charges imposed by the destination country, carrier, or governmental authority.

    Estimated delivery dates are provided for convenience only and are not guaranteed. JALA shall not be liable for delays caused by carriers, customs authorities, governmental agencies, weather events, labor shortages, supply chain disruptions, or other circumstances beyond JALA's reasonable control.

    Risk of loss and title transfer to Customer upon delivery of the goods to the carrier.

    1. Payment

    All invoices are payable in United States Dollars.

    If payment is made by credit card, Customer agrees not to initiate a chargeback for any valid and authorized transaction and agrees to first notify JALA of any billing dispute and provide JALA a reasonable opportunity to resolve the matter.

    Any payment may be accepted and applied against any amount owed by Customer regardless of any statement appearing on or accompanying the payment.

    Any goods sold to Customer, whether under this Agreement or any other agreement, and not in dispute shall be paid for when due without offset, defense, or counterclaim.

    1. Returns

    All returns must be pre-authorized in writing by JALA.

    Authorized returns must be shipped within fourteen (14) days of the delivery date and must be received in new, unworn, unwashed, undamaged condition with all original tags attached.

    JALA does not provide prepaid return shipping labels for international wholesale orders.

    Customer is responsible for all return shipping costs, transportation charges, duties, taxes, VAT, customs charges, brokerage fees, and any other expenses associated with the return.

    Unauthorized returns may be refused and returned to Customer at Customer's expense.

    Upon receipt and inspection of an authorized return, JALA will issue the applicable credit or refund in accordance with the approved return authorization.

    No returns, exchanges, credits, or refunds will be accepted after fourteen (14) days from the delivery date unless otherwise approved in writing by JALA.

    1. Claims and Limitation of Liability

    JALA's maximum liability for any claim arising out of or relating to the sale of goods shall not exceed the purchase price paid for the goods that are the subject of the claim.

    In no event shall JALA be liable for incidental, indirect, special, punitive, or consequential damages, including lost profits, loss of business, loss of goodwill, or loss of anticipated revenue.

    1. Customer Solvency

    Customer represents and warrants to JALA that it is solvent at the time of entering into this Agreement and makes a continuing representation of solvency at the time of each shipment.

    If Customer fails to make payment when due or disputes a valid payment, JALA may:

    (a) cancel the order, with Customer remaining liable for damages;

    (b) defer shipments;

    (c) sell all or part of the goods at public or private sale, with Customer responsible for all related costs and any deficiency; or

    (d) pursue any other remedies available under applicable law.

    1. Exclusion of Warranties

    Except as expressly stated herein, the products are sold "AS IS."

    JALA disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.

    1. JALA Remedies

    All rights and remedies of JALA are cumulative and in addition to any other rights and remedies available under this Agreement, applicable law, or equity.

    1. Force Majeure

    JALA shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, embargoes, transportation interruptions, shortages of labor or materials, utility failures, pandemics, epidemics, or other similar events.

    In such circumstances, JALA may extend its time for performance, cancel all or part of the order, or allocate available inventory among customers in a commercially reasonable manner.

    1. Interpretation

    These Terms & Conditions constitute the entire agreement between the parties concerning the subject matter herein and supersede all prior negotiations, discussions, and agreements relating thereto.

    These Terms & Conditions apply exclusively to international wholesale and export sales and do not govern retail consumer purchases made through JALA's website.

    Any modification must be in writing and signed by both parties.

    If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

    The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

    All communications shall be conducted in English.

    1. Jurisdiction and Forum

    This Agreement shall be governed exclusively by the laws of the State of Arizona, without regard to conflict of law principles.

    The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

    Any dispute arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

    Customer irrevocably consents to the jurisdiction and venue of such courts.

    1. Limitation on Actions

    Any legal action arising from or relating to this Agreement must be commenced within one (1) year after the claim arises.

    Failure to commence such action within the applicable period shall permanently bar the claim.

    1. European Union Orders

    JALA does not currently offer products for sale or shipment to customers located within the European Union (EU).

    Orders submitted with an EU shipping address may be rejected, cancelled, and refunded prior to shipment.

    JALA reserves the right to refuse or cancel any order placed from a jurisdiction that it does not serve.