Effective Date: April 9, 2026
These Wholesale Terms of Agreement ("Agreement") govern all wholesale applications, pricing requests, quotes, orders, purchases, shipments, and related dealings between Beyaz Istanbul, LLC d/b/a BEYAZ Istanbul ("BEYAZ," "Company," "we," "our," or "us") and the business purchaser, boutique, retailer, distributor, or other commercial buyer ("Buyer").
THIS AGREEMENT APPLIES ONLY TO BUSINESS-TO-BUSINESS TRANSACTIONS AND NOT TO CONSUMER SALES.
By clicking "Continue" on the site entry overlay, requesting pricing, opening a wholesale account, submitting an application, accepting a quote, placing an order, paying an invoice, or otherwise purchasing from BEYAZ, Buyer agrees to be legally bound by this Agreement.
BEYAZ sells only to buyers that we approve in our sole discretion. Submission of a wholesale inquiry or application does not create any right to approval, supply, exclusivity, future access, or continued relationship. We may approve, deny, suspend, restrict, or terminate any wholesale account or relationship at any time.
Buyer represents that it is purchasing for a legitimate business purpose and that all information provided to BEYAZ is accurate, complete, and current.
Nothing in this Agreement requires BEYAZ to accept any application, approve any account, accept any order, continue supply, reserve inventory, reserve production capacity, or continue doing business with Buyer.
Unless BEYAZ separately signs a written exclusivity agreement, Buyer receives no exclusivity, no protected territory, no minimum supply commitment, and no right to future inventory.
All quotes, catalogs, line sheets, product images, descriptions, samples, specifications, and marketing materials are subject to correction, revision, withdrawal, substitution, and availability. They are provided for general commercial reference only unless BEYAZ expressly states otherwise in a signed writing.
Minor variations in leather, color tone, grain, texture, finishing, stitching, packaging, hardware, size tolerance, and appearance are normal and do not constitute defects.
Buyer acknowledges that photographs, screens, and samples may differ from delivered products.
No order is binding on BEYAZ unless and until accepted by us. We may reject, limit, allocate, split, delay, hold, or cancel any order in whole or in part.
Once BEYAZ has accepted an order and production has begun, the order is non-cancellable and non-modifiable. Buyer may not cancel, modify, reduce, or defer an accepted order after production has commenced.
If Buyer requests cancellation before production begins, BEYAZ may, in its sole discretion, permit cancellation. If cancellation is permitted, Buyer remains responsible for all costs already incurred, including materials, labor, packaging, freight, payment processing fees, and administrative costs.
Minimum order quantities, minimum order values, reorder minimums, and case-pack requirements are as communicated by BEYAZ at the time of quotation or order. BEYAZ may change these requirements at any time without prior notice.
Sample orders, if offered, are subject to separate terms, quantities, and pricing as determined by BEYAZ.
All wholesale pricing, discounts, and commercial terms are confidential and proprietary. Buyer shall not disclose or publish wholesale pricing or commercial terms to any third party except employees or contractors who need that information for Buyer's internal business purposes and who are bound by confidentiality obligations.
Prices may be changed by BEYAZ at any time before order acceptance. BEYAZ reserves the right to correct clerical, mathematical, typographical, system, invoice, or website errors at any time, including after a quote or invoice is sent.
A deposit equal to forty percent (40%) of the total order amount is required before production will begin on any order unless BEYAZ agrees otherwise in writing. No production slot, material allocation, or manufacturing commitment will be made until the deposit is received and cleared.
The deposit will be applied toward the total purchase price of the order.
All invoices and pricing are denominated in United States Dollars (USD). Payment must be made in USD unless BEYAZ agrees otherwise in writing.
Buyer acknowledges that wholesale orders may involve production scheduling, procurement commitments, labor allocation, and specially manufactured or production-committed goods. Once BEYAZ accepts the order and begins production activities or commits materials for procurement, the 40% deposit is earned and non-refundable to the extent permitted by law as a reasonable allocation of costs and, where applicable, liquidated damages, and not as a penalty.
If Buyer requests cancellation before BEYAZ accepts the order or before production activities or procurement commitments begin, BEYAZ may, in its discretion, cancel the order and refund the deposit less payment processing fees, sample costs, sourcing costs, design costs, administrative costs, or other expenses already incurred.
If Buyer cancels, repudiates, delays, or otherwise fails to perform after BEYAZ has accepted the order and production has begun or procurement commitments have been made, Buyer forfeits the deposit, and BEYAZ reserves the right to recover any additional actual damages, including material costs, labor costs, storage costs, freight commitments, transaction fees, and other commercially reasonable losses to the extent permitted by law.
Unless otherwise agreed by BEYAZ in writing, the remaining balance of sixty percent (60%) must be paid in full within thirty (30) days of shipment and receipt of BEYAZ's invoice.
Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, calculated from the due date until the date of payment.
If BEYAZ extends payment terms, those terms may be changed or revoked at any time. Past-due balances are subject to all costs of collection, including reasonable attorneys' fees, arbitration fees, court costs, agency fees, and administrative expenses.
BEYAZ may require deposits, prepayment, trade references, bank verification, personal guarantees, or additional assurances of payment at any time.
Buyer is solely responsible for all taxes, duties, customs charges, import fees, brokerage charges, marketplace compliance, labeling compliance, resale compliance, and legal requirements associated with Buyer's purchase, importation, marketing, distribution, and resale of the products.
Shipping dates and delivery estimates are approximate only and are not guaranteed.
Unless otherwise agreed in writing, risk of loss, delay, theft, and damage passes to Buyer upon tender of the goods to the carrier, forwarder, warehouse, or shipping agent. Title passes only upon BEYAZ's receipt of full payment.
BEYAZ is not liable for shipping delay, customs delay, carrier error, weather, labor shortage, political disruption, supply interruption, or other events beyond our reasonable control.
Buyer must inspect all goods immediately upon receipt.
Any claim for shortage, shipping damage, defect, nonconformity, or shipment error must be submitted in writing within seven (7) business days after delivery and must include supporting photographs and documentation reasonably requested by BEYAZ.
Failure to submit a timely written claim constitutes acceptance of the goods and waiver of the claim to the maximum extent permitted by law.
All wholesale sales are final except as expressly stated in this Agreement or otherwise required by law.
If BEYAZ determines in its sole discretion that a timely claim is valid, BEYAZ may, at its option, issue a refund for the amount actually paid for the specific affected goods. BEYAZ is not obligated to provide any remedy and any refund is entirely at BEYAZ's discretion.
This remedy is intended to be exclusive to the maximum extent permitted by law.
Buyer may resell genuine BEYAZ products purchased directly from BEYAZ only through Buyer's own legitimate retail business. Buyer must be an established, verifiable business entity.
Without BEYAZ's prior written consent, Buyer shall not sell, list, advertise, distribute, broker, consign, drop-ship, or offer BEYAZ products on or through any third-party marketplace or unauthorized channel, including Amazon, eBay, Walmart Marketplace, Etsy, Temu, Alibaba, AliExpress, Facebook Marketplace, TikTok Shop, auction sites, flash-sale sites, liquidation channels, discount marketplaces, or gray-market channels.
Buyer shall not sell BEYAZ products to any person or entity that Buyer knows or should know intends to resell through unauthorized channels.
Buyer shall not remove, alter, obscure, replace, or tamper with labels, origin information, SKU information, packaging, or other traceability measures.
Unauthorized resale is a material breach of this Agreement.
Buyer shall market, advertise, display, and present BEYAZ products in a professional manner consistent with BEYAZ's brand positioning.
Buyer shall not make false, misleading, unapproved, or disparaging statements about BEYAZ products, their origin, materials, exclusivity, availability, or relationship with the brand.
Buyer shall comply with any authorized retailer policy, brand guidelines, channel restrictions, image-use policy, or merchandising requirements issued by BEYAZ from time to time. Those policies are incorporated into this Agreement by reference upon issuance.
All trademarks, service marks, trade names, logos, stylization, product names, photographs, images, website content, copy, and other brand assets relating to BEYAZ are and remain the exclusive property of BEYAZ or its licensors.
Buyer receives only a limited, revocable, non-exclusive, non-transferable license to use BEYAZ-approved brand materials solely for the authorized resale of genuine BEYAZ products purchased directly from BEYAZ and only in the form approved by BEYAZ.
Buyer shall not modify, crop, distort, translate, register, imitate, copy, create derivative works from, or otherwise exploit BEYAZ intellectual property except with BEYAZ's prior written consent.
Buyer shall not register or use any domain name, business name, marketplace identifier, social handle, advertising keyword, or similar identifier containing "BEYAZ," "Beyaz Istanbul," or any confusingly similar term.
Buyer is an independent purchaser and reseller. Buyer is not BEYAZ's agent, employee, representative, franchisee, partner, or joint venturer and has no authority to bind BEYAZ.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL PRODUCTS ARE SOLD "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." BEYAZ DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES EXCEPT THOSE, IF ANY, EXPRESSLY STATED IN A SEPARATE SIGNED WRITING BY BEYAZ, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION EXPRESSLY AGREED TO BY BEYAZ IN A SEPARATE SIGNED WRITING.
Buyer acknowledges that it has had the opportunity to inspect samples, product information, and goods as fully as it desired before purchase.
BEYAZ'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER, PRODUCT, OR BUSINESS RELATIONSHIP WITH BUYER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL BEYAZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF BEYAZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The parties agree that these limitations are a material basis of the bargain.
Buyer shall defend, indemnify, and hold harmless BEYAZ and its owners, members, officers, managers, employees, contractors, affiliates, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, judgments, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
Buyer shall first notify BEYAZ in writing and provide a reasonable opportunity to resolve any invoice, order, shortage, or product dispute before initiating any chargeback, ACH reversal, bank dispute, card dispute, or similar payment reversal.
A chargeback or reversal inconsistent with this Agreement is a material breach. Buyer shall be liable for the reversed amount, bank fees, chargeback fees, collection costs, reasonable attorneys' fees, and other enforcement costs.
If Buyer breaches this Agreement, or if BEYAZ reasonably believes Buyer may breach this Agreement, BEYAZ may immediately suspend shipments, withhold inventory, cancel pending orders, revoke credit terms, require prepayment, terminate the account, and refuse future orders.
Buyer acknowledges that unauthorized resale, misuse of confidential information, and misuse of BEYAZ intellectual property may cause irreparable harm for which money damages alone may be inadequate. BEYAZ may seek injunctive or equitable relief to prevent or stop such conduct, to the extent permitted by law.
Buyer shall keep confidential all non-public information received from BEYAZ, including wholesale pricing, commercial terms, product development information, sourcing information, strategy, line sheets, and account communications, and shall use that information only for the authorized purchase and resale of genuine BEYAZ products.
BEYAZ is not liable for any delay, interruption, shortage, allocation, nonperformance, or cancellation caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, sanctions, government action, customs delay, carrier failure, labor shortage, material shortage, cyberattack, utility outage, or transport disruption.
This Agreement and any dispute arising out of or relating to it shall be governed by the laws of the State of Colorado, without regard to conflict-of-law rules, except to the extent federal law preempts state law.
Any dispute, claim, or controversy arising out of or relating to this Agreement, any order, any payment, any product, any pricing, any resale restriction, or the parties' business relationship shall be resolved exclusively by final and binding arbitration on an individual basis and not in court, except that either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction for misuse of intellectual property, breach of confidentiality, or unauthorized resale.
The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and conducted in Colorado before a single arbitrator. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise. Buyer waives any right to participate in any class action, mass action, collective action, private attorney general action, or representative proceeding.
Any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrues, or it is permanently barred.
Buyer agrees that clicking "Continue" on the site entry overlay, submitting an account application, accepting a quote electronically, placing an order, paying an invoice, or otherwise using BEYAZ's wholesale platform constitutes electronic acceptance of this Agreement and has the same legal effect as a handwritten signature.
Buyer agrees that BEYAZ's electronic records, order logs, IP logs, website logs, invoices, emails, payment records, shipment records, and internal account records may be used as evidence of assent and the parties' transactions.
Each party shall comply with all applicable laws, regulations, and government orders in connection with its performance under this Agreement, including United States export control laws, trade sanctions administered by the Office of Foreign Assets Control (OFAC), and the Foreign Corrupt Practices Act (FCPA).
Buyer shall not export, re-export, or transfer BEYAZ products in violation of any applicable export control laws or sanctions.
This Agreement constitutes the entire agreement between Buyer and BEYAZ regarding wholesale transactions unless superseded in part by a separate written agreement signed by BEYAZ.
No oral statement, email, text message, sample discussion, salesperson statement, or course of dealing will modify this Agreement unless BEYAZ expressly agrees in a signed writing.
If there is a conflict between documents, priority is:
Any additional or conflicting terms proposed by Buyer are rejected and have no effect unless BEYAZ expressly accepts them in a signed writing.
If any provision of this Agreement is held unenforceable, the remainder shall remain in effect to the maximum extent permitted by law.
Failure by BEYAZ to enforce any provision is not a waiver of future enforcement.
Buyer may not assign this Agreement without BEYAZ's prior written consent. BEYAZ may assign this Agreement freely.
All formal notices required or permitted under this Agreement shall be in writing and sent by email to the addresses provided below, or by certified mail or recognized overnight courier to the party's principal address on file. Notice is deemed given upon confirmed delivery or, for email, upon transmission to the correct address.
Notices to BEYAZ: beyazistanbulshoes@gmail.com
Notices to Buyer: the email address on file with Buyer's wholesale account.
The following sections shall survive expiration or termination of this Agreement: Sections 6 (Pricing; Confidentiality), 11 (Final Sale; Limited Remedy), 14 (Intellectual Property), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 21 (Confidentiality), 24 (Binding Arbitration; Class Action Waiver), and this Section 30.
BEYAZ may update or amend this Agreement at any time by posting the revised version on its website with a new effective date. Continued engagement in wholesale transactions after the updated effective date constitutes acceptance of the revised terms. Material changes will be communicated by email to active wholesale accounts.
BEYAZ Istanbul
Beyaz Istanbul, LLC
Broomfield, Colorado
beyazistanbulshoes@gmail.com
+1 720-357-0338
By engaging in any wholesale transaction with BEYAZ Istanbul, you acknowledge and agree:
I have read and agree to the BEYAZ Istanbul Wholesale Terms of Agreement, including the 40% production deposit requirement, final-sale policy, resale restrictions, warranty disclaimer, limitation of liability, and binding arbitration clause.
By clicking "Continue" and submitting my application, quote request, or order, I confirm that I am acting on behalf of a business and agree to be legally bound by these terms in a business-to-business transaction.