Introduction:

These Terms and Conditions govern all wholesale transactions with Foray Golf. By placing an order, the buyer agrees to these terms. These Terms supersede any prior agreements unless otherwise specified in writing.

Orders:

• Order Placement: All orders must be placed through one of the following channels: a Foray Golf wholesale sales team member, the Foray Golf B2B website, or via email or phone
• Order Confirmation: Orders are confirmed only upon written acknowledgment from Foray Golf, in the form of a system generated Confirmed Sales Order.
• Order Changes or Cancellations: Orders that do not conform to requested delivery dates or Foray Golf's policies are subject to change or cancellation. In such cases, written notice will be provided to the buyer upon discovery.

Decoration Approval and Responsibility:

• Outline: In order to best serve the needs of its clients, Foray Golf offers customization services, including but not limited to the addition of logos or branding via embroidery, heat seal, and label changes.
• Process: All custom decoration details, including color, placement, and sizing, will be provided to the buyer in a set of visual placement pages for their review. Foray Golf undertakes to deliver these placement pages to buyers for approval in a timely manner, aligned with their requested product delivery dates.
• Responsibility for Decoration: Written approval from the buyer is required before customization can commence. Once approved, all financial responsibility for the approved decoration rests with the buyer. Any modifications or rejections after approval may incur additional fees.
• Delays in Approvals: Any delays in approval by the buyer that delay production solely the responsibility of the buyer. Any delays originating from the buyer are not subject to the original order cancellation window. As such, number of working days between original Foray Golf approval request and delayed Buyer approval receipt will be added to the order delivery window.
• File Accuracy: It is the buyer’s responsibility to provide accurate and high-quality files for embroidery or other decorations. Foray Golf is NOT responsible for verifying the accuracy of these files. If an incorrect file is provided, Foray Golf will NOT be held liable for any resulting errors in the final product, including financial responsibility for any decorated product.

Pricing:

• Wholesale Pricing: All goods sold by Foray Golf to wholesale buyers are offered at agreed-upon wholesale prices. These prices are intended to support the buyer’s ability to resell the goods profitably.
• Recommended MSRP: Foray Golf provides a Manufacturer’s Suggested Retail Price (MSRP) for all products. While the buyer is not obligated to adhere to this price, the MSRP serves as a guideline to maintain brand value and consistency across sales channels.
• Pricing Discretion: The buyer retains sole discretion over the final resale price of the products. However, Foray Golf reserves the right to discontinue wholesale relationships with buyers who engage in practices that significantly undermine the brand’s perceived value.
• Confidential Pricing: All wholesale pricing agreements between Foray Golf and its buyers are confidential. Buyers agree not to disclose their pricing, discounts, or terms to any third party, including other wholesale accounts.

Price Matching Policy:

• Separate Operations: Foray Golf Direct to Consumer (DTC) and Foray Golf Wholesale (WS) operate as distinct pricing, merchandising and advertising entities.
• No Price Matching: Due to the independent nature of these operations, pricing for products sold through Foray Golf DTC may differ from those sold through Foray Golf WS. As such, price matching between these entities will NOT be guaranteed. Further, Foray Golf does not guarantee price matching between wholesale accounts. Pricing may vary based on factors such as order volume, product mix, or specific agreements. Buyers should not expect to receive the same discounts or terms offered to other accounts, including other clubs or organizations.
• Pricing Variability: Prices are subject to change based on the specific sales channel, market conditions, promotions and other factors.
• Discount Requests: Requests for discounts or adjustments based on pricing offered to other accounts will not be honored. Foray Golf reserves the right to offer promotions or special pricing at its discretion, and such offers are exclusive to the accounts to which they are extended.

Payment Terms:

• Main Line Orders: Net 30 payment terms, unless otherwise agreed upon in writing. Payment is due within 30 days of the invoice date.
• Custom Orders: A 50% non-refundable deposit is required at order placement. The remaining 50% is due upon shipping unless otherwise agreed in writing.
• International Orders: Payment must be made in full prior to shipping or handover of goods.
• Late Fees: Payments not received within a 5-day grace period will incur the lesser of $50 or 5% of the outstanding balance per month, in accordance with New York State law.
• Payment Methods: Check, ACH/Wire Transfer, or Credit Card; credit card payments are subject to an additional processing fee, disclosed at the time of payment

Returns and Store Credits:

• Return Eligibility: Returns are accepted only for goods in their original, unused, and undamaged condition, with all tags and packaging intact. Returns must be pre-approved by Foray Golf, and unauthorized returns will not be accepted.
• Non-Returnable Items: Customized or logo-embellished products, including but not limited to items decorated with buyer-provided branding, are non-returnable and non-refundable unless they are found to be defective upon delivery.
• Return Process: Buyers are responsible for the cost of shipping returned items back to Foray Golf unless the return is due to a defect or error on Foray Golf’s part.
• Store Credit Only: Approved returns will be refunded in the form of store credit only. No cash or direct refunds will be issued. Store credits are valid for nine years from the issuance date and may be used exclusively for the purchase of Foray Golf main line products.
• Inspection and Approval: All returned items will be inspected upon receipt. Foray Golf reserves the right to reject any return that does not meet the outlined conditions.

Shipping and Delivery:

• Shipping Terms: Foray Golf will arrange shipment under FOB Shipping Point terms. Foray Golf's obligation to deliver is fulfilled once the goods are handed over to the carrier.
• • Seller's Responsibility: Foray Golf is responsible for ensuring that the goods are properly packaged and delivered to the carrier in good condition.
  • Buyer's Responsibility: The buyer assumes all risk and responsibility for the goods during ​transit, including any loss or damage. The buyer is also responsible for any associated ​shipping and insurance costs.
• Carrier Delivery Timeline: Foray Golf leverages industry standard delivery services, including but not limited to FedEx, UPS and USPS. Estimated carrier delivery times are estimated but not guaranteed and are outside the scope of Foray Golf’s responsibility.
• Start Ship Window: The Start Ship Window refers to the agreed-upon time frame within which Foray Golf will begin shipping an order. This period starts from the previously approved customer’s requested start ship date and extends for 30 days unless otherwise authorized in writing by the customer. Foray Golf will make every effort to ship orders within 30 days of the customer’s requested start ship date, unless otherwise authorized in writing by the customer.
• Partial Shipments: Foray Golf reserves the right to partially ship orders if all items are not available for immediate fulfillment. In such cases, the buyer will be notified, and the remaining items will be shipped as soon as they become available
• Unshipped Orders: If Foray Golf is unable to ship the order within 30 days of the customer’s requested start ship date, the buyer may request to cancel the unshipped portion of the order, unless an extension is agreed upon in writing.

Cancellations:

• In Line Order Cancellations:
• • ​In Line Orders may be canceled by the buyer up to 30 days before the requested start​ship date. Cancellations must be submitted in writing and acknowledged by Foray Golf.
• Custom Order Cancellations:

• • ​All confirmed custom orders are considered final and cannot be canceled without ​incurring financial liability. The client is responsible for all costs associated with the order, including but not limited to development charges, purchased raw materials, and any physical goods already in production. Any prepayment or deposit received by Foray Golf will be applied toward the offset of these costs. If the incurred costs exceed the prepayment, the client will be billed for the remaining balance. Further, Foray Golf reserves the right to charge additional fees to cover any additional cancellation-related expenses, including billable labor time required to process the cancellation.

• Foray Golf Cancellations:
• • Foray Golf reserves the right to cancel any order due to unforeseen circumstances, such as supply chain disruptions or failure to comply with payment terms. In such cases, Foray Golf will notify the buyer promptly and issue a refund or credit for any payments received on un-shipped goods.

Title and Risk of Loss:

• Title and Risk Transfer: Title and risk of loss pass to the buyer upon delivery of the goods to the carrier.
• Customized Goods: For customized items (e.g., embroidery), title and risk transfer to the buyer upon delivery to the carrier. These items are non-returnable and non-refundable unless defective.

Warranties and Limitation of Liability:

Foray Golf warrants that its products will conform to the agreed-upon specifications at the time of delivery. Except as expressly stated, all other warranties, whether express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose, are disclaimed to the fullest extent permitted by law. Foray Golf’s liability is limited to the replacement of defective goods or the cost of the goods purchased. Under no circumstances shall Foray Golf be liable for any indirect, incidental, or consequential damages arising from the sale or use of its products.

Confidentiality:

The buyer agrees to maintain the confidentiality of all proprietary information provided by Foray Golf, including but not limited to pricing, product designs, marketing strategies, and customer lists. This information may not be disclosed to any third party without prior written consent from Foray Golf. This confidentiality obligation shall survive the termination of the agreement.

Termination:

Either party may terminate the agreement with 30 days' written notice. Foray Golf may also terminate the agreement immediately if the buyer fails to comply with these terms and conditions, including but not limited to failure to make timely payments or breach of confidentiality. Upon termination, all outstanding payments become immediately due, and any goods in transit or production will be subject to cancellation policies outlined herein.

Governing Law and Jurisdiction:

These terms and conditions, and any disputes arising out of or related to them, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising under or related to this agreement shall be brought exclusively in the state or federal courts located in New York, New York, and each party irrevocably consents to the jurisdiction of such courts.

Force Majeure:

Foray Golf shall not be liable for delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of God, labor disputes, governmental actions, or supply chain disruptions. In such events, Foray Golf will notify the buyer promptly and make reasonable efforts to resume performance as soon as possible.

Miscellaneous:

These Terms and Conditions constitute the entire agreement between the parties and supersede any prior agreements, whether written or oral. Any amendments or waivers must be made in writing and signed by both parties. If any provision of these terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of Foray Golf to enforce any provision of these terms shall not be construed as a waiver of its rights.

Modification of Terms:

Foray Golf reserves the right to update, modify, or amend these Terms and Conditions at any time at its sole discretion. Any such changes will become effective upon written notice to the buyer or upon publication of the revised Terms and Conditions on Foray Golf’s official website or B2B ordering platform. Continued placement of orders after such modifications shall constitute acceptance of the updated Terms and Conditions. It is the buyer’s responsibility to review these Terms periodically to stay informed of any changes.