Last Updated: June 8, 2021
Everyday language summaries are provided under each section for convenience only and are not legally binding.
2. Definitions. in these Maker Terms:
- “Buyer” means a retailer, wholesaler, designer, or brand who purchases goods through the Services for the purpose of resale.
- “Maker” means a seller who offers to sell and/or sells its goods and manufacturing services to Buyers through the Services.
3. Account Registration – Maker Account
- Maker Account. You must submit a complete due diligence to become a Maker and be approved by PBP for an account, to sell goods through the Services as a Maker (“Maker Account”), as further set forth in the TOU. By accepting these Maker Terms and providing the requested information during the Maker application process (as detailed in the TOU), you authorize PBP and its affiliates and payment processors, if necessary, to electronically settle and disburse funds to your account on your behalf.
- Wholesale Relationships. PBP is aware that Makers may have sales representatives with active accounts. If you have such sales representatives, PBP will work with you to exclude those customers (Buyers) so that you are not charged a commission for orders within those customers. Please contact PBP by emailing email@example.com to start the process to exclude those Buyers.
Each Maker must create an account and allow PBP and affiliates to collect payment on your behalf and disburse funds to your account, while respecting excluded customers. Contact PBP to exclude customers already covered by sales representatives.
- Collection Page. Each Maker has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Collection Page”). PBP will create and design your Collection Page with the information you provide (or you may do so yourself if certain self-onboarding features are available at our discretion). You agree that PBP may adjust, edit or remove Content you submit in order to comply with PBP’s internal specifications and requirements. PBP reserves the right to approve the final look and feel of your Collection Page in its sole discretion. To have PBP create your Collection Page, you must provide a product catalogue summary, product and lifestyle photographs in accordance with PBP’s product photography guidelines, and your minimum order number, all described below. PBP may ask for additional information as needed. As soon as your Collection Page is created, PBP will send you an activation email.
- Product Catalog Summary. As part of the setting up your Collection Page, you shall provide to PBP a product catalog summary of your wholesale product catalog containing the following information: (i) product name; (ii) individual or pack size; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) suggested retail price; (vii) product descriptions; and (viii) whether products (are fulfilled from the US) and their inventory level.
- Product Photographs. As part of the onboarding process, you shall provide high-resolution photographs of your products in accordance with PBP’s product photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by PBP, and PBP will select the best quality and most appropriate photographs for your Collection Page. PBP is free to use the supplied photographs to promote PBP and the Maker on Social media, and other marketing/advertising promotions or campaigns. PBP reserves the right to reject content that violates these Maker Terms.
- Order Minimums. You may set minimum order quantities for your products (a “Minimum Order Value”) and case counts per product, which will be displayed on your Collection Page.
- Shipping Lead Time. You must set your typical shipping lead time, which should be a reasonable estimation of your actual lead times and which you should use all reasonable efforts to meet. The lead time you set will be displayed on your Collection Page for the purpose of informing Buyers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Maker Account settings.
The content of each Maker’s Collection page must meet PBP standards and include product summaries, high quality photographs, order minimums and shipping lead times.
5. Content License, Representations and Warranties
- License. You hereby grant to PBP a non-exclusive right and license to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, to sublicense, and otherwise use your Content on, through or by means of the Services and any of PBP’s advertising, marketing, publicity and other initiatives and events. PBP does not claim any ownership rights in any of your Content and nothing in these Maker Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that PBP may at its option, grant a limited, revocable sublicense to Buyers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
- Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to PBP the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by PBP or a Buyer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. PBP takes no responsibility and assumes no liability, and you hereby release PBP from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify PBP per the terms of the Indemnification section herein.
Makers license PBP and Buyers to use their Content to promote sales, but the accuracy of content is the sole responsibility of Makers.
6. Product Listing and Compliance
- Product Listing. PBP asks each Maker to list the catalog of items agreed with PBP, and provide a description for each product. PBP reserves the right to accept, revise or reject and remove any products and has final discretion as to the content of the final Collection Page. Maker's available products will at all times comply with PBP’s Product Guidelines regarding prohibited products.
- Product and Content Compliance. All products made available on PBP, and related Content, must meet PBP’s guidelines and standards as set out in PBP’s Merchandising, Brand Imagery and Product Photography Guides. PBP reserves the right to remove products that do not meet these guidelines and standards, as well as those that (i) fail to comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (ii) infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iii) provide any false, inaccurate or misleading information about your products; and (iv) fail to ensure all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including that they are allowed to be sold from your jurisdiction and into the Buyer’s jurisdiction. PBP reserves the right to approve the final products that are listed on the site and you hereby release PBP from any liability and agree to indemnify PBP in the Indemnification section set forth below. Failure to comply with PBP’s Product Guidelines may result in the temporary suspension or permanent termination of your Maker Account, at our sole discretion.
Makers must list their entire wholesale catalog. PBP reserves the right to revise the product catalog and remove prohibited products. All products must meet PBP product guidelines and comply with applicable laws and regulations, including for intellectual property, accuracy and licensing.
7. Product Pricing
You acknowledge and agree that:
- Pricing Consistency. Your suggested retail prices on your Collection Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region.
- Price Audits. PBP may perform routine price and content audits of the products listed on your Collection Page. That includes reviewing for suggested retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Buyers. In the event a discrepancy is found, PBP may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, PBP reserves the right to temporarily suspend or permanently terminate your Maker Account.
Makers must ensure that suggested retail prices are consistent across retail channels. PBP will perform occasional price and content audits and expect discrepancies to be corrected.
8. Returns, Refunds
Returns and Refunds. PBP does not offer returns on orders that are final and only offers refunds under certain limited circumstances as described below.
- Shipping damage: If a product that was damaged in shipping, PBP requires the buyer to take the following steps:
- Take a video/images of the shipment box while unboxing.
- Send images to the shipping company as they will be the entity covering the cost.
- Keep you as the Maker notified and copied on correspondence.
- Check with the shipping company in question to make sure they follow their procedure.
- Significant delays: We ask buyers to expect orders within a two week window. For delays over a month we encourage the buyer to negotiate for a discount with you the Maker before cancelling the order all together.
- Insufficient quality and missing items: In any of these cases PBP requires the buyer to report the issue within 10 days of receiving the product(s). If the buyer does not report the issue within this time period, the product shall be considered delivered and satisfactory. The following steps shall be taken by the buyer to ensure the fastest and most satisfactory resolution:
- If there is any discrepancy between the sample and the product delivered, the buyer must share an image of the product and sample side by side highlighting the specific issue.
- The buyer must share a clear image/video highlighting the issue from different angles.
In cases where full or partial refunds are issued by PBP, rejected products can be shipped to a US address provided by PBP and may be resold.
PBP does not offer returns, but may issue refunds in cases where products are either damaged, of insufficient quality, missing or significantly delayed.Rejected and refunded products may be resold.
9. Commissions, Placement Fees, and Payment Schedule
- Acceptance of Terms. By accepting these Maker Terms, you acknowledge and agree to the commissions, fees, calculations and payment schedule set forth below. You agree and authorize PBP and/or its payment processors to deduct all commissions and fees due and owing from your payout amount and to settle and transfer funds to your bank account.
- Commission. Unless otherwise agreed by PBP in writing, PBP charges a commission (the “Commission”) of 15% plus a 5% Payment Guarantee Fee for a 60-day advance or Next Day pay on Ship (if selected) on all orders PBP has facilitated to help you start production and manage your cash flow. Fees calculated at FOB pricing unless product ships from the US.
- Pre-existing Buyer Accounts. If a buyer with whom you have a pre-existing relationship places an order PBP will waive the 15% commission, leaving only the 5% Payment Guarantee Fee for 60-day advance or Next Day pay on Ship if selected. You must pre-qualify the relationship by sharing your buyer list.
- Item subtotal. This is the maximum value between the value of the products with mark-up/discounts included and the value of the products without the mark-up/discounts added.
- Shipping Fee Reimbursement. This is the cost of shipping the goods to the Buyer. If the Maker has already paid for shipping, the shipping fees will be reimbursed to the Maker.
- Transaction Fee. This includes bank charges for making payments between PBP and Maker bank accounts. The charges range from $5 to $35 for all transfers, subject to change.
- Calculation. Commissions are calculated based on the dollar amount of the item subtotal, excluding shipping costs and taxes, on the lower of FOB and Landed Wholesale pricing. Any items that a Buyer marks as damaged or missing are deducted from the payout of the order (PBP charges a commission on the full order value). If you send a replacement for a damaged or missing item, PBP will pay you for the invoice value of the replacement item.
- PBP Payment = (Item Subtotal - 15% Commission - *Payment Guarantee Fee) + Shipping Fee Reimbursement)
- *Payment Guarantee fee is applicable if 60-day advance or Next Day pay on Ship is selected
- 60 Day Advance: 50% Advance Payment for up to 60 days to shipment, guaranteed. 50% final payment to be made
60 days after shipment or on Buyer payment, whichever is earlier
60 Day Advance = (50% Item Subtotal - Transaction Fee);
(For Final Payment calculations please refer to point 8. Final Payment below.)
- Next-Day Pay on Ship: 100% payment once the shipment has been confirmed in transit, guaranteed. Additional
verification and review is required by PBP to qualify for Next Day Pay on Ship.
Next Day Pay on Ship = (100% Item Subtotal - 15% Commission - 5% Payment Guarantee Fee - Transaction Fee)
You may choose to opt-out of the above options, and choose to wait until PBP is paid by the Buyer, up to 60 days from shipment, to receive the payment. You will not be charged the Payment Guarantee Fee of 5% on your final payment amount.
- Final Payment = (Item Subtotal - PBP Advance, if any - 15% Commission - 5% Payment Guarantee fee) + Shipping Fee- Transaction Fee
In addition, as set forth below, PBP will reimburse you for your shipping costs. Additional bank and transaction fees may apply and will be removed from each payment.
PBP charges Makers 20% (15% Commission + 5% Payment Guarantee Fee) on orders for new buyer accounts, but only a 5% Payment Guarantee fee on your pre-existing buyer accounts, only if an Advance is selected. Advances are available on 60-day and Next-Day on Ship terms.
10. Shipping - Costs, Lead Times, Damaged Goods
- Shipping Fee Reimbursement. This is the cost of shipping the goods to the Buyer. If the Maker has already paid for shipping, the shipping fees will be reimbursed to the Maker.
- Shipping Costs. PBP reimburses Makers for shipping costs incurred by Maker unless a Buyer chooses to cover shipping directly. Upon confirming a draft order, Makers must estimate to the best of their ability the cost of shipping. Shipping costs will appear included on a Buyer’s invoice as the Landed Price and shall reflect the actual shipping costs incurred by the Maker. Shipping costs may not be inflated in any way.
- Tracking Number. You will be asked by PBP for, and you agree to provide within your account, tracking information and actual shipping costs for each order, immediately upon shipment. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), PBP will automatically send an email to the Buyer letting them know the order is on its way. PBP recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
- Lead Times. You will maintain accurate lead times on all products and for active orders at all times. Once an order is confirmed, if a delay is expected or experienced you must inform the Buyer and update the anticipated shipping date within your Maker Account Portal immediately. The maximum allowable shipping date without incurring a penalty fee should be no more than 7 days from the initial shipping date. For products with ‘Ships from the US’ as the designated lead time must maintain accurate inventory levels at all times and should ship immediately to arrive within 2 weeks of the confirmed order. Express shipping charges should not be charged to the Buyer.
- Lead time penalty. In the event, lead times are delayed more than the initial lead time plus the maximum allowable delay of 7 days, the Maker shall be liable to pay a late fee of 0.5% of the total transaction value per week for each additional week of delay in shipment.
- Damaged or Missing Goods. Buyers are responsible for reaching out to you to try to resolve issues relating to damaged or missing items in an order. PBP will notify you if a Buyer reports to PBP directly that a product is damaged or if an order is missing items. PBP will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release PBP from any liability with regard thereto.
- Shipping Insurance. PBP requires you to purchase marine and shipping insurance in order to facilitate any shipping dispute you have with a Buyer. Shipping protection may be available.
PBP reimburses Makers for the cost of shipping; requires tracking information, product and shipping insurance. Buyers are responsible for resolving issues of damaged or missing items directly with Makers.
11. Inventory, Orders, Recalled Products
- Inventory. It is your responsibility to keep your product catalog and lead times current and up-to-date based on availability. You shall keep sufficient inventory on hand for products advertised as Ships from the US, and to keep inventory numbers current. You agree to promptly remove or hide any products that are discontinued or are out of stock through your Maker Account portal.
- Customization Request. PBP will send you an email each time a Buyer places a customization request on an order for your products. Your Maker Account will also be updated with new draft order details. You will be able to review the order and customization request details before confirming an order. You will be able to edit costs, offer updated sample description, lead times, shipping costs, and accept or cancel the order. You must provide feedback on custom requests, accept or reject an order within 2 business days of receiving the email notifying you of the request. If you reject a draft order, you will be asked to provide a reason for not being able to fulfill the request. If you don’t accept an order, we reserve the right to call you on your business phone and/or issue the order to another supplier.
- Orders. PBP will send you an email each time a Buyer places an order for your products. Your Maker Account will also be updated with new order details. You will be able to review the draft order details, edit lead times, shipping costs, inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Maker Account, in our sole discretion. If you don’t accept an order, we reserve the right to call you on your business phone and/or issue the order to another supplier.
- Right to Refuse. You have the right to refuse any order by a Buyer for any reason. Consistent refusal may impact your visibility and search placement within the Services to Buyers.
- Recalled Products. You shall immediately inform PBP if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Buyers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
- Exclusivity. Once an order has been placed through your Collection Page by a Buyer, you agree that you will fulfill all orders placed by such Buyer through the Services. You shall not influence Buyers to transact offline outside of the Services in any manner, or otherwise circumvent PBP’s process in order to transact orders with Buyers who were introduced to you through the Services. PBP reserves the right to deactivate or terminate your account if you fail to abide by these terms.
- Vacation Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Collection Page for up to 12 weeks by contacting the PBP team at firstname.lastname@example.org.
Makers are responsible for keeping their product catalog current, maintaining inventory, fulfilling orders via PBP Services, notifying PBP of recalled products, and accepting or canceling orders within two business days. Makers may refuse any order but must give a reason for cancelation.
12. Commitment to Quality and Service
- Minimum Standards. Maker and Buyer satisfaction is of utmost importance to the long-term health and success of the PBP community. Accordingly, Makers are subject to the following minimum standards in connection with the Services:
- To accurately list and describe available products and services on your Collection Page;
- To timely accept or cancel an order from a Buyer;
- To timely fulfill and ship orders to Buyers using a reputable shipping provider;
- To promptly and effectively respond to Buyer inquiries;
- To comply with all applicable laws related to the jurisdiction in which you are selling your products; and
- To promptly resolve missing or damaged orders with a Buyer.
- Measurements. You acknowledge and agree that in order to ensure that you are meeting the foregoing Maker’s minimum standard requirements, PBP will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Buyers. Reviewed individually and as a whole, these metrics help PBP determine whether you are meeting PBP’s expectations on delivering a great experience for the Buyers. Such measurements also include:
- Accuracy of product listings;
- Catalogue completeness;
- How often your shipments are later than the expected shipping date;
- How often you provide a valid tracking number;
- How long it takes you to accept or cancel new orders;
- How often your orders are reported as damaged or missing goods;
- How often your orders are missing required or accurate tags and labelling;
- How often your products are on backorder, returned or canceled;
- How promptly and effectively you respond to Buyer inquiries;
- How promptly and effectively you resolve missing or damaged orders with a Buyer.
- Volume Considerations. PBP takes volume consideration into account when calculating measurement. For example, if a Maker has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that measurement is technically over PBP’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
- Assessment. PBP typically assesses a Maker’s performance using the above measurements on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Maker Account and/or the extent of available data. PBP reserves the right to adjust its assessment criteria as needed.
- Accountability. If PBP determines that you are not meeting the minimum standards of quality and service, PBP may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Maker Account. PBP also reserves the right to put limits on your Maker Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Buyers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
- Suspended Accounts. If your Maker Account is suspended for performance issues, you may appeal for re-activation by providing PBP with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If PBP in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Maker Account is erroneous, you may contact PBP and explain why.
To build a healthy and successful community and ensure Buyer satisfaction, PBP sets and monitors performance against minimum quality and service standards for Makers. Those not meeting the standards may be limited, suspended, terminated or reinstated on the basis of a workable plan of action.
13. Product Liability Insurance
Product Insurance. PBP may only in some cases on orders over $10,000 require you to maintain a product liability insurance with limits of not less than $1,000,000 per occurrence, naming PBP as additional insured. Proof of such insurance coverage shall be provided upon confirmation of orders requiring insurance and PBP reserves the right to request updates and other relevant information at any time. Buyers may request additional product safety, labelling, and testing is provided. Makers commit to providing timely and accurate product information and PBP is not liable for any misrepresentation.
You agree to defend, indemnify, and hold PBP, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Maker Terms, the ToU and/or any law or the rights of a third party, and/or your use of or participation on the Services.
15. Prohibited Uses
PBP will have the right to investigate and prosecute violations of these Maker Terms to the fullest extent permitted by law. PBP may involve and cooperate with law enforcement authorities in prosecuting users who violate these Maker Terms. You agree that PBP has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Maker Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. PBP reserves the right, at any time and without prior notice, to remove or disable access to any Content that PBP, in its sole discretion, considers to be in violation of these Maker Terms or otherwise harmful to the Services. PBP reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if PBP suspects illegal activity may be taking place.
If you breach any of these Maker Terms, PBP will have the right to temporarily suspend or permanently terminate your Maker Account, and/or terminate these Maker Terms and/or the TOU, in its sole discretion and without prior notice to you. PBP reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event PBP terminates these Maker Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with PBP at any time by contacting PBP’s support team at email@example.com or as otherwise indicated in your Maker Account portal. PBP will take down your Collection Page as soon as practicable, and will close your Maker Account once there has been an accounting of all monies due and owing.
Makers may be asked to maintain general commercial liability insurance and indemnify PBP and its affiliates. PBP has the right to investigate prohibited uses and terminate accounts that violate PBP terms. Orders cannot be cancelled once they have been accepted by you and you have received partial payment.