Wholesale Terms & Conditions

Wholesale Terms & Conditions

Little Drops of Water U.S.A. LLC

Effective: January 1, 2026

1. General Terms

These Wholesale Terms & Conditions ("Agreement") govern all wholesale purchases from Little Drops of Water U.S.A. LLC ("Company," "we," "us") by the purchasing business ("Customer," "you"). By placing an order, you agree to be bound by these terms.

Eligibility: Wholesale accounts are available to legitimate businesses engaged in the resale of goods. Customers must provide a valid resale certificate or sales tax permit to qualify for tax-exempt purchases.

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2. Order Requirements

2.1 Order Minimums

  • First Order Minimum: $250
  • Reorder Minimum: $150
  • Free Shipping Threshold: $500+ (Ground shipping within continental US)
  • No minimum quantity per SKU — mix and match freely

2.2 Ordering Channels

2.3 Pricing

All prices are quoted in US Dollars and are subject to change without notice. Pricing is the same across all wholesale channels (Faire and Direct). The Company reserves the right to adjust prices at any time; orders already confirmed will be honored at the quoted price.

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3. Payment Terms

3.1 Accepted Payment Methods

  • Direct Wholesale: Credit Card (Visa, MasterCard, American Express, Discover), ACH Bank Transfer, or Check
  • Net 30 Terms: Available to qualified accounts upon approval (see Section 3.2)

3.2 Net 30 Credit Terms

A 3% processing fee applies to credit card payments via QuickBooks Payments. Net 30 payment terms are available to established customers who meet the following criteria:

  1. Minimum of three (3) successful prepaid orders with the Company
  2. Total purchase history of at least $750
  3. No history of late payments or disputes
  4. Verifiable business with physical location and valid resale certificate on file
  5. Completed and approved Credit Application with Personal Guaranty
Credit Limits: Initial credit limit of $500. After six (6) months of good standing, limit may increase to $1,000. After twelve (12) months, limit may increase to $2,000. The Company reserves the right to adjust or revoke credit at any time.

3.3 Late Payments

Payments not received within terms are subject to a 1.5% monthly service charge (18% APR) on the outstanding balance. Accounts more than 60 days past due will be placed on credit hold and may be referred to a collection agency. Customer is responsible for all collection costs, including reasonable attorney's fees.

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4. Shipping & Delivery

4.1 Fulfillment

Orders are fulfilled from our distribution center in Sycamore, Illinois. Standard processing time is 1-3 business days. Orders placed before 12:00 PM CT typically ship same or next business day.

4.2 Shipping Methods

  • Ground Shipping: FREE on orders $500+ (continental US)
  • Standard Ground: Calculated at checkout for orders under $500
  • Expedited Options: Available upon request at additional cost

4.3 Risk of Loss

Title and risk of loss pass to Customer upon delivery to the carrier (FOB Origin). The Company is not responsible for shipping delays, damage, or loss once the order has been tendered to the carrier. Claims for shipping damage should be filed directly with the carrier.

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5. Returns & Exchanges

5.1 Defective or Damaged Products

Customer must inspect all shipments upon receipt. Claims for defective, damaged, or incorrect items must be reported to the Company within thirty (30) days of receipt. Failure to report within this period constitutes acceptance of the goods and waiver of the right to claim. Photo documentation is required for all damage claims.

5.2 Non-Defective Returns

Returns of non-defective, undamaged merchandise may be accepted at the Company's sole discretion and are subject to a 25% restocking fee. Products must be in original, unopened packaging with all tags attached. Return shipping costs are the responsibility of the Customer.

5.3 Return Authorization

RMA Required: All returns require prior authorization. Contact care@littledropsofwater.com to request a Return Merchandise Authorization (RMA) number. Returns without an RMA number will not be accepted.

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6. Sales Tax & Resale Certificates

Customers purchasing for resale must provide a valid resale certificate or sales tax exemption certificate for their state. For Illinois customers, Form CRT-61 or equivalent documentation is required. Out-of-state customers may use the Multistate Tax Commission (MTC) Uniform Sales & Use Tax Certificate or their state's certificate.

Certificate Validity: Certificates must be updated at least every three (3) years. The Company will verify all certificates and reserves the right to charge sales tax if documentation is invalid, expired, or not provided.

Customers are responsible for paying sales tax to the appropriate authority when reselling products to end consumers.

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7. Intellectual Property & MAP Policy

7.1 Intellectual Property

All product designs, trademarks, and brand assets are the property of Little Drops of Water U.S.A. LLC. Customers may use product images and descriptions provided by the Company solely for the purpose of reselling our products. Customers may not modify, alter, or create derivative works from Company materials without written permission.

7.2 Minimum Advertised Price (MAP) Policy

MAP Compliance: Customers agree to sell products at or above the Minimum Advertised Price (MAP) as specified in our product catalog or price sheet. Violation of MAP policy may result in account suspension.

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8. Personal Guaranty (For Credit Accounts)

For customers applying for Net 30 credit terms:

For and in consideration of any credit extended to Customer under this Agreement, the undersigned absolutely, unconditionally and irrevocably personally guarantees to Little Drops of Water U.S.A. LLC the prompt payment when due of any and all indebtedness of every kind by Customer to the Company.

The undersigned agrees to pay all costs and expenses of collection, including reasonable attorney's fees and collection agency fees which may be incurred by the Company in the enforcement of this guaranty. The undersigned authorizes the Company to check credit history and obtain credit reports on business and personal financial history.

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9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.

THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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10. Account Termination

Either party may terminate the wholesale relationship at any time with written notice. The Company reserves the right to immediately suspend or terminate any account for:

  • Violation of these Terms & Conditions
  • MAP policy violations
  • Fraudulent activity or misrepresentation
  • Failure to pay invoices when due
  • Resale through unauthorized channels

Upon termination, all outstanding invoices become immediately due and payable.

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11. Dispute Resolution

Any dispute arising from this Agreement shall first be addressed through good-faith negotiation between the parties. If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with arbitration to take place in DeKalb County, Illinois.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.

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12. Modifications & Entire Agreement

The Company reserves the right to modify these Terms & Conditions at any time with notice provided to Customer. Continued ordering after notification of changes constitutes acceptance of the modified terms.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or understandings, whether written or oral.

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