TERMS AND CONDITIONS

  1. Scope and Acceptance

These Wholesale Terms and Conditions (the “Terms”) apply to all business-to-business purchases made through Viva Cues at vivacues.com, through a Viva Cues wholesale account, or under a quotation, pro forma invoice, sales order, or invoice issued by Soloman Billiards LLC (“Viva Cues,” “we,” “us,” or “our”).

By applying for a wholesale account, placing an order, approving a quotation or pro forma invoice, or making payment, the purchaser (“Dealer,” “Buyer,” or “you”) confirms that it is acting for business purposes and agrees to these Terms.

If an accepted quotation, pro forma invoice, written distribution agreement, or other signed agreement conflicts with these Terms, the more specific written agreement will control for the relevant order.

  1. Business-to-Business Sales Only

Wholesale purchases are intended solely for approved businesses, including retailers, billiards clubs, distributors, resellers, and other commercial customers. They are not consumer purchases.

By placing a wholesale order, you represent that:

  • you are legally authorized to act for the business named on the account;
  • all registration, tax, billing, shipping, and resale information you provide is accurate;
  • you hold any licenses, permits, or registrations required to purchase and resell the products; and
  • the products are purchased for commercial resale or legitimate business use.

Consumer cancellation or return rights do not apply unless required by mandatory law.

  1. Wholesale Account Approval

Wholesale access is subject to review and approval. We may request business registration documents, tax or resale certificates, information about your store or sales channels, and other documents reasonably required to verify your business.

Approval of an account does not guarantee approval of every order, credit terms, territorial rights, exclusivity, product availability, or continued access to wholesale pricing.

Accounts are personal to the approved business and may not be transferred or shared. You are responsible for keeping login credentials secure and for all activity conducted through your account.

We may suspend, restrict, or close an account if information is inaccurate, payment is overdue, the account is misused, brand or resale requirements are violated, or continued business would create legal, commercial, reputational, or fraud risk.

  1. Products and Availability

All products are subject to availability. Product photographs, colors, patterns, weights, dimensions, packaging, and specifications are provided as accurately as reasonably possible, but minor variations may occur between production batches or displays.

Natural-looking patterns, decorative finishes, and handcrafted or production-dependent elements may vary. A minor variation that does not materially affect ordinary use is not a defect.

We may update, improve, replace, or discontinue products, components, packaging, or specifications where reasonably necessary. If a material change affects an accepted order, we will notify you and offer an appropriate solution.

  1. Prices, Currency, and Minimum Orders

Wholesale prices, discount tiers, minimum order quantities, and minimum order values are those displayed in the approved account or stated in the applicable quotation or pro forma invoice.

Unless expressly stated otherwise:

  • prices are quoted in US dollars;
  • prices exclude shipping, insurance, customs duties, import taxes, VAT, sales tax, bank fees, and other governmental charges;
  • discounts may not be combined;
  • pricing errors may be corrected before shipment; and
  • a website price or quotation may be changed until the order is accepted by us.

The Buyer is responsible for confirming that the order meets the applicable minimum order requirement before payment. Special pricing for samples, promotions, annual purchasing tiers, or specific customers applies only when confirmed in writing.

  1. Quotations and Order Acceptance

A shopping cart submission, purchase order, or payment request is an offer to purchase and does not by itself constitute acceptance. An order is accepted only when we issue written confirmation, approve the applicable pro forma invoice, accept payment, or begin fulfillment or production.

Quotations are valid for the period stated on the quotation. If no validity period is shown, the quotation is valid for 14 calendar days. We may reject or place an order on hold because of stock limitations, pricing errors, account status, payment risk, export restrictions, suspected fraud, or other reasonable business concerns.

The Buyer must review all product codes, models, specifications, tip sizes, joint types, quantities, personalization details, billing information, and shipping information before approving the order. We are not responsible for errors approved by the Buyer.

  1. Payment

Payment terms are stated at checkout or on the applicable quotation, pro forma invoice, or sales agreement. Unless we approve credit terms in writing, full payment is required before shipment and before production of custom goods begins.

The Buyer is responsible for bank charges, intermediary bank fees, currency conversion costs, and payment processing fees unless we expressly agree otherwise.

If payment is overdue, we may suspend production, withhold shipment, cancel unfulfilled orders, suspend the account, withdraw credit terms, and recover reasonable collection costs to the extent permitted by law.

The Buyer may not deduct, offset, or withhold an amount due because of an unrelated claim without our prior written agreement.

  1. Taxes and Import Charges

The Buyer is responsible for all sales, use, value-added, withholding, customs, import, and similar taxes or charges arising from the purchase, except taxes imposed directly on our net income.

If the Buyer claims a tax exemption, a valid exemption or resale certificate must be provided before invoicing. We may charge applicable tax if acceptable documentation is not available.

For international orders, the Buyer is the importer of record unless the applicable Incoterm or written agreement expressly provides otherwise.

  1. Lead Times

Stock status, production time, and dispatch dates are estimates unless we expressly provide a written guaranteed date. Lead time may begin only after payment, artwork approval, specification approval, or deposit, as applicable.

We will make commercially reasonable efforts to meet estimated dates but are not liable for reasonable delays caused by production constraints, component shortages, carrier delays, customs review, regulatory requirements, or events beyond our reasonable control.

  1. Changes and Cancellations

Requests to change or cancel an order must be submitted in writing as soon as possible and are not effective until accepted by us in writing.

An order may not be changed or cancelled after it has entered production, customization, picking, packing, or shipment. If we agree to a late change or cancellation, the Buyer must reimburse costs already incurred, including materials, labor, customization, packaging, payment fees, and any applicable restocking charge.

Deposits for custom, OEM, private-label, engraved, personalized, special-order, or made-to-order products are non-refundable once work or material procurement has started.

  1. Shipping and Risk

Shipping terms, costs, method, and applicable Incoterm will be stated at checkout or on the applicable quotation or pro forma invoice. The named Incoterm, if any, will be interpreted under Incoterms® 2020.

Title and risk of loss transfer according to the agreed Incoterm. If no Incoterm is stated, risk transfers to the Buyer when the goods are delivered to the carrier at the shipping point, to the extent permitted by applicable law.

The Buyer must provide a complete and accurate delivery address and any information required for customs clearance. Additional costs caused by an incorrect address, failed delivery, refusal, storage, customs delay, or failure to provide documents are the Buyer’s responsibility.

  1. Inspection and Claims

The Buyer must inspect each shipment promptly upon delivery.

  • Visible transit damage, missing cartons, or carton-count discrepancies must be recorded with the carrier at delivery and reported to us within 48 hours.
  • Incorrect items, shortages inside the shipment, or visible product issues must be reported within 7 calendar days after delivery.
  • Concealed manufacturing defects must be reported promptly after discovery under the applicable warranty.

Claims must include the order or invoice number, affected item and quantity, photographs or video, packaging and shipping-label images where relevant, and any other information reasonably required to investigate.

Failure to provide timely notice may limit our ability to pursue a carrier claim and may result in rejection of the claim, except where prohibited by law.

  1. Returns

Wholesale products may not be returned because of slow sales, excess inventory, customer preference, change of mind, ordering error, or incompatibility that was not caused by inaccurate specifications supplied by us.

No return may be sent without prior written authorization and return instructions. Unauthorized returns may be refused or returned to the Buyer at the Buyer’s expense.

Custom, OEM, private-label, engraved, personalized, clearance, discontinued, and final-sale products are not returnable unless they are confirmed to be defective or incorrectly supplied by us.

If we exceptionally approve the return of non-defective standard goods, the goods must be unused, resalable, and in original packaging. The Buyer is responsible for return freight, and the return may be subject to inspection, unrecoverable costs, and a restocking fee disclosed before authorization.

  1. Warranty and Remedies

Products are covered only by the written manufacturer warranty applicable to the relevant brand and product at the time of purchase. Warranty coverage does not include ordinary wear, consumable parts, misuse, accidental damage, improper maintenance or storage, unauthorized alteration or repair, cosmetic variation within reasonable production tolerances, or damage caused by incompatible equipment.

The Buyer must follow the claim procedure and provide reasonable evidence of the claimed defect. We may require the affected product to be retained, locally inspected, returned, or included in a later consolidated return shipment.

If a covered defect is confirmed, the available remedy will be determined under the applicable warranty and may include repair, replacement, replacement parts, account credit, or refund of the affected product price. Unless mandatory law requires otherwise, these remedies are exclusive.

The Dealer may not make warranties or commitments on our behalf beyond the applicable written manufacturer warranty.

  1. Authorized Resale

Wholesale approval authorizes resale only through the business, territory, and sales channels disclosed to and approved by us. The Buyer may not, without prior written permission:

  • sell through an undisclosed third-party marketplace or account;
  • supply products to unauthorized resellers, brokers, or exporters;
  • divert products outside an approved territory;
  • remove or alter serial numbers, labels, packaging, trademarks, or authenticity features;
  • repackage or relabel products in a misleading manner; or
  • represent itself as an exclusive distributor, agent, partner, or legal representative of Viva Cues or any product brand.

Wholesale approval is non-exclusive unless exclusivity is expressly granted in a separate written agreement signed by an authorized representative.

  1. Brand and Marketing Materials

Approved Dealers receive a limited, revocable, non-exclusive, non-transferable right to use authorized product names, trademarks, images, descriptions, and marketing materials solely to advertise and resell genuine products purchased through approved channels.

The Buyer must not alter logos, register confusingly similar domains or social handles, make unsupported technical or performance claims, imply sponsorship or exclusivity, or use brand assets in a misleading, unlawful, or damaging manner.

All intellectual property remains the property of its respective owner. Permission ends immediately when the wholesale relationship or relevant product authorization ends.

  1. Confidentiality

Non-public wholesale prices, quotations, product plans, unreleased product information, technical documents, account credentials, commercial terms, and other information identified as confidential must not be disclosed or used outside the wholesale relationship.

This obligation does not apply to information that is publicly available through no breach by the Buyer, lawfully obtained without a duty of confidentiality, or required to be disclosed by law after reasonable notice where legally permitted.

  1. Compliance

Each party will comply with applicable laws relating to its performance, including trade sanctions, export controls, anti-bribery requirements, product advertising, consumer protection, tax, privacy, and product safety requirements.

The Buyer is responsible for local registration, labeling, language, tax, environmental, and resale requirements in its market unless we expressly agree otherwise in writing.

  1. Limitation of Liability

To the maximum extent permitted by law, Viva Cues and Soloman Billiards LLC will not be liable for indirect, incidental, special, exemplary, or consequential loss, including lost profit, lost revenue, lost business opportunity, loss of goodwill, or costs arising from the Buyer’s commitments to its customers.

To the maximum extent permitted by law, our total liability arising from a product or order will not exceed the amount paid to us for the specific products giving rise to the claim.

Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

  1. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbance, labor disruption, government action, trade restriction, port congestion, transportation interruption, customs delay, power failure, cyber incident, or material or component shortage.

The affected party will make commercially reasonable efforts to reduce the effect of the event and resume performance.

  1. Governing Law and Disputes

These Terms and all wholesale transactions are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles. The state and federal courts located in Wyoming will have exclusive jurisdiction, and each party consents to that jurisdiction and venue, unless a separate signed agreement provides otherwise.

The parties will first attempt in good faith to resolve a dispute through direct business discussions before commencing formal proceedings.

  1. General Provisions

The Buyer may not assign its rights or obligations without our prior written consent. If any provision is held unenforceable, the remaining provisions remain effective. A failure to enforce a provision is not a waiver. Electronic approvals, notices, and records may be used to the extent permitted by law.

We may update these Terms from time to time. The version in effect when an order is accepted applies to that order unless mandatory law or a written agreement requires otherwise.

  1. Contact

Questions about wholesale orders or these Terms may be sent to:

Soloman Billiards LLC / Viva Cues

30 N Gould St, Sheridan, Wyoming 82801, United States

Email: solomanbilliards@gmail.com