Standard Ordering Conditions

Standard Terms of Sale (Wholesale)

Thank you for being part of our mission to make better things in a better way. We deeply value the relationships with our wholesale partners and have set forth below our respective obligations for wholesale orders. 

The terms “Allbirds,” “we,” “us,” and “our” refer to Allbirds, Inc.

Acceptance of Terms; Retail Consumers

By placing an order for Allbirds branded products (“Products”) or by accepting our products, you acknowledge and agree that you accept these Standard Terms of Sale, that you are purchasing Products for retail sales to end‐use consumers only, and that you will not resell our Products to any party other than retail end‐use consumers without our express written authorization. You acknowledge and agree that you are purchasing Products for brick-and-mortar retail sales only and that no online retail sales shall be made or advertised without prior written agreement. You also acknowledge and agree not to sell any Products on third-party platforms, including but not limited to Amazon Marketplace, Walmart Marketplace, and eBay. Products purchased under these Standard Terms of Sale are solely for sale within the country they were purchased. Products purchased under these Standard Terms of Sale may not be sold, exported, or transshipped outside of the country in which they were purchased (i.e., products may be sold only in the United States), nor sold or exported into a territory where Allbirds has an exclusive distributor.

Moreover, Products purchased under these Standard Terms of Sale may not be sold, exported, or transshipped to or through (1) countries subject to U.S. or other International sanctions, including the Crimea Region of Ukraine, Cuba, Iran, North Korea, Syria, or any other territory or country that Allbirds prohibits as a matter of internal policy or that is subject to comprehensive trade sanctions (“Sanctioned Territories”); or (2) persons (i) targeted by national, regional, or multinational trade or financial sanctions under applicable laws and regulations, including persons designated on the OFAC List of Specially Designated Nationals and Other Blocked Persons, the OFAC Consolidated Non-SDN Sanctions List (including the Sectoral Sanctions Identifications List and the Foreign Sanctions Evaders List), the United States State Department Non-proliferation Sanctions Lists, the United States Department of Commerce Denied Parties List, Entity List or Unverified List, the United Nations Financial Sanctions Lists, the European Financial Sanctions List, or the Swiss Sanctions List maintained by the Swiss State Secretariat for Economic Affairs, in force from time to time, or (ii) directly or indirectly owned or controlled by or acting on behalf of such persons identified in clause (i) (together, “Restricted Persons”). You represent and warrant that neither you nor your shareholders, directors, executive officers, senior management, key employees, subsidiaries, joint ventures, or agents are (1) located or incorporated in a Sanctioned Territory or (2) a Restricted Person. You understand that any change in that status or any breach of the foregoing obligations is ground for cancellation.

Our terms apply to all orders accepted by us. To the extent that our terms conflict with, or change the terms in your purchase documents, our terms will control, and any acceptance by us is specifically limited to these Standard Terms of Sale. Any failure by us to object to provisions contained in communications from you will not be deemed a waiver of any of our terms. If you violate any of these Standard Terms of Sale, we reserve the right to cancel your orders and/or terminate your account. Upon cancellation and/or termination, all monies owed to us will be immediately due and payable.

Credit Terms

Non-delinquent status is necessary before we will ship on an open-account basis. At any time, in our sole discretion, we may require cash in advance, letter of credit, or wire transfer prior to shipment, or require a credit check or to see your current audited financial statements, if we reasonably believe your financial condition does not warrant shipping on an open-account basis. If we determine that we require credit approval or to see your current audited financial statements prior to shipment, you agree to provide such information and consent necessary to complete our review in a timely manner not to exceed 10 business days from the date of our request.  

Standard Ordering Conditions

• For the latest Allbirds Seasonal Pricing Guidelines and to place orders (“Purchase Orders”), please contact your sales representative.
• Standard Payment Terms: Net 60 days.
• All orders are subject to availability, credit approval, and acceptance by Allbirds. Allbirds reserves the right to refuse any order for whatever reason or no reason. Allbirds also reserves the right to cancel any order already accepted by us, including, without limitation, in the following circumstances: the product is not available/in stock; your billing or contact information is not correct or verifiable or your account has a past due balance; we have reason to believe you are purchasing products for non-end-use consumers or have otherwise violated these Standard Terms of Sale; or we could not deliver to the address provided to us.
• Order date is determined by the date the order is received by Allbirds or its authorized representative.
• Allbirds reserves the right to ship orders up to 15 days in advance of the requested delivery date.
• Back orders due more than 90 days after the PO cancel date will be cancelled automatically unless the PO is adjusted by the dealer.
• Orders for accounts with past due balance will automatically be canceled as the order cancel date is passed.
• Discounts, pricing, and availability dates are subject to change without notice.
• We reserve the right to discontinue any product or line at any time for any reason.
• You agree that you are purchasing Products for retail sales to end-use consumers only, and that you will not act in any wholesale capacity to resell our Products to other than retail end-use consumers without our express written authorization.
• You may not transship the products to another location (e.g., outside of the U.S.).
• You agree to comply with all applicable local, state, provincial, federal, and international laws and regulations.
  
  

Standard Invoicing Process 

Allbirds will email PDF invoices within a week of shipment. 

Terms 

Pending credit approval, Allbirds offers Net 60 payment terms. 

Contract Orders

Contract orders will be considered unconfirmed unless Purchase Orders are received and confirmed by your Sales Representative.  Unless agreed to in writing by your sales representative, such contract orders should be made 30 days prior to the contract order requested delivery date for initial floor sets and 14 days prior to the contract order requested delivery date for fill-in orders.

Shipping

Allbirds orders are shipped under FOB origin, via designated carriers, freight collect terms, on customer freight accounts provided at the time of onboarding. We will ship Ground unless otherwise specified. If you prefer to ship on Allbirds’ FedEx account, Allbirds will invoice you at a rate of $1.50 per pair of footwear via FedEx Ground, FOB destination.   For more information regarding Allbirds’ standard routing and packaging procedures, please reach out to your Sales Representative with any questions.  

Ship date: Allbirds requires all sales orders include a start-ship date. Allbirds will ship your order as near to this date as possible, and reserves the right to ship your order up to 15 days before the start ship date. 

Fill rates: In the event Allbirds is not able to fulfill all items on a sales order, the order will remain open for 90 days following the start-ship date [unless otherwise specified by the customer], during which Allbirds is able to fulfill remaining items on the order. 

Distribution Centers: Allbirds has two distribution centers, located in Kentucky and California. Allbirds will ship products from either of these, or both, where needed. We optimize for the nearest Allbirds DC, depending on inventory availability. 

Packaging: Allbirds is not able to provide custom packaging at this time. Footwear is shipped in cartons.

• Ordering 1 pair: ships in our shoe box
• Ordering 2-3 pairs: ships in shoeboxes strapped together
• Ordering 4+ pairs: ships in cartons

All packaging issues, claims, and discrepancies must be reported within 14 days of receipt of the Products. On the 15th day after the receipt of the Products you shall be deemed to have accepted the Products unless you have notified your Sales Representative in writing of such claim and/or discrepancy. At Allbirds’ sole discretion, it shall determine whether to repair or replace the Product or refund the price for the Product. 

Cancellations and Revisions

Cancellations of or revisions to orders over $1,000 must be made through your Sales Representative and in writing. In the event that cancellations or revisions are required, such cancellations or revisions shall be made at least 30 days prior to the requested delivery date. Following a good faith discussion with you, Allbirds will review the circumstances of each scenario and determine in its sole discretion whether to process the order cancellation or revision.

Returns

No Products may be returned to Allbirds unless mutually agreed to in writing prior to the return. Please contact your sales representative if you have any questions.  

Upon the termination of your account, Allbirds shall have the right, but not the obligation, to buy back all or a portion of any unsold Products, free of all liens, claims or encumbrances, at the original sale price reflected in the Purchase Order. 

Past Due Accounts

Allbirds will not ship to past due accounts. A finance charge of 1.5% per month will be assessed for all past due invoices. You agree to pay the full costs associated with the collection of past due accounts.

Orders not released after 15 days past requested delivery date will be canceled for all accounts with past due balances.

Repairs

Except as explicitly authorized in writing by your Sales Representative, you agree not to service, repair, modify, alter, replace, reverse engineer, or otherwise change the Products you sell to customers. 

Termination

Allbirds may terminate your account and cancel all open orders in its sole discretion upon written notice or upon any breach of these Standard Terms of Sale.

Warranties

We warrant our Products to end-use consumers, as and to the extent set forth in our applicable limited warranty, available online at the relevant brand website or by request. You agree to make copies of the applicable limited warranty available to consumers prior to sale as required by law, if applicable. We disclaim all other warranties, express and implied, with respect to the sales of our products.

Modifications

We may modify these Standard Terms of Sale from time to time. By subsequently placing an order with us or accepting our Products, you acknowledge and agree that you accept such modification.

Allbirds’ Policies and Guidelines

You agree to comply with our Standard Terms of Sale.

Sales Taxes

You are responsible for all sales, use, or value-added taxes associated with the products you purchase from us.

Intellectual Property

As a dealer, you have a non-exclusive, royalty-free, limited, revocable right and license to use our trademarks for the sole purpose of marketing and selling our products. From time to time, we may also provide you with signage or other promotional materials that contain copyrighted works owned by or licensed to us. You agree that you will only use our trademarks, copyrights or other intellectual property for the purpose of marketing and selling our products and only as and to the extent permitted by our intellectual property style guides as provided by us from time to time. We retain ownership of all such intellectual property rights. You obtain no right or title to any of our trademarks or other intellectual property except as set forth herein.

Electronic Commerce

You agree that you will not sell or advertise any of our Products through the internet or any online service without prior written agreement by Allbirds. You agree that in no circumstance shall you bid for any keywords or terms relating to or including the official website, Allbirds.com, “Allbirds”, and/or any misspellings thereof in search engine or social media marketing. You also agree not to include or leverage any Products or trademarks in online advertisements. 

Limitation of Liability

WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, SUSTAINED FROM ANY CAUSE OF ACTION RELATING TO OUR SALES OF PRODUCTS OR AGREEMENT TO SELL PRODUCTS TO YOU. IN NO EVENT WILL WE BE LIABLE FOR AN AMOUNT EXCEEDING THE PURCHASE PRICE FOR THE PRODUCTS ORDERED FROM US BY YOU.

Governing Law and Venue

Governing Law. These Standard Terms of Sale and all matters arising out of or relating to them shall be governed by the laws of the State of California, without giving effect to any choice of law rules. For international dealers, this choice of law applies regardless of conflict of law principles in your jurisdiction, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or any sale of Products hereunder.

Mandatory Mediation. In the event of any dispute, claim, question, or disagreement arising from or relating to these Standard Terms of Sale or the breach thereof, the parties shall use their best efforts to settle the dispute through good faith consultation. If the parties cannot reach a resolution within 30 days, then, upon written notice by either party to the other, any unresolved dispute shall be submitted to non-binding mediation administered by AAA or another mutually agreed mediation service before resorting to litigation or other dispute resolution procedure. The mediation shall take place in San Francisco, California, or, at Allbirds' option, may be conducted virtually through video conference. The parties shall share equally the costs of mediation. The mediation process must be concluded within 45 days from the date of the written notice unless otherwise agreed by the parties.

Arbitration Option. If the dispute is not resolved through mediation, either party may elect to resolve the dispute through binding arbitration administered by AAA pursuant to its Commercial Arbitration Rules. The arbitration shall be conducted by one arbitrator selected in accordance with AAA rules. The arbitration may be conducted in person in San Francisco, California, or, at the election of either party, may be conducted virtually through video conference using a platform agreed upon by the parties and the arbitrator. The arbitrator shall issue a reasoned award, and judgment on the award may be entered in any court having jurisdiction. The arbitrator shall not have the power to award punitive or exemplary damages.

Litigation. If the parties do not elect arbitration following unsuccessful mediation, any legal action or proceeding relating to these Standard Terms of Sale shall be instituted exclusively in the courts of San Francisco County, California. The parties consent to the personal jurisdiction of such courts and waive any objection to the laying of venue in such courts.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information without first engaging in mediation or arbitration.

Attorneys' Fees. The prevailing party in any dispute resolution proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding.

Fixtures

Allbirds may provide you with certain walls, shelving, signage, visuals, displays, brand point of purchase materials, hangers, shopping bags and other fixtures (the “Fixtures”) to be used exclusively for the display and sale of our Products. If Fixtures are provided to you, you agree to (i) dedicate space for and install the Fixtures in accordance with the guidelines provided by Allbirds and not to make material changes to the configuration of the Fixtures without our prior approval, (ii) use the Fixtures to display and sell only Allbirds Products, and (iii) provide Allbirds access to the store during normal business hours for the purpose of ensuring compliance with these sales terms. Upon receipt of the Fixtures by you, the Fixtures shall become your property. Allbirds will have the option to purchase the Fixtures from you if we determine that you are in breach of this section for $1.00. In the event of liquidation, sale, or other disposition of the Fixtures by you, you agree to remove and destroy all Allbirds logos, trademarks, and trade names (the “Marks”) from the Fixtures. You acknowledge that all Marks found on or about the Fixtures and in other Allbirds materials are the sole and exclusive property of Allbirds and that you will not take any action that will in any way impair our right, title, or interest in and to the Marks. You will not adapt, modify, alter, or change in any manner any of the Marks found on or about the Fixtures or any other Allbirds materials. You agree to maintain (at all times that the Fixtures are in use by you) a commercial general liability insurance policy for each store where the Fixtures are located, applicable to all premises and operations, including independent contractors, products-completed operations, personal injury and advertising injury, and contractual liability with a limit of not less than $1 million per occurrence and a $2 million aggregate. Such insurance shall be written on an occurrence basis and will be endorsed to name Allbirds as an additional insured.

No Franchise or Business Opportunity Agreement

Nothing in these Standard Terms of Sale shall be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between you and Allbirds. 

Indemnification and Compliance with Laws

You agree to indemnify, hold harmless, and, upon our request, defend us and our affiliates and each of our and their directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including attorneys’ fees, related to or arising out of (i) any negligent act or omission or willful misconduct of you or your employees, agents, or contractors or (ii) your failure to comply with any provision of these Standard Terms of Sale. You agree to comply with all international, provincial, federal, state, and local laws and regulations that may govern your actions under these terms and in connection with your use of the Fixtures, including all requirements of the Americans with Disabilities Act.

Unilateral Brand Management Policy

Allbirds, Inc. (“Allbirds”) believes that the interests of Allbirds and our end-use consumers are best served by having dealers who provide an outstanding level of service to their customers in selling Allbirds products (“Products”). We have invested significantly in establishing a strong, high-end, and highly respected brand and reputation among our customers and in the communities we serve. We actively support our Products with significant investments in the advertising, promotion, and selling of our high-quality products. Promotions that undermine these goals degrade our brand and position in the market, reduce the desirability of our Products, and hurt reputation and ultimately sales.

Therefore, we have adopted the following Unilateral Brand Management Policy (“Policy”) to assist us in determining those dealers to whom we will sell Products and to further our goal of maintaining and enhancing our brand and reputation. This Policy applies to all sales of any Product by all dealers. All dealers must be authorized by Allbirds to sell our Products in any location and dealer must obtain Allbirds’ written agreement prior to any online sales. This Policy is effective January 1, 2022.

This Policy reflects our desire to protect our investment in our brands. This Policy is very important to Allbirds and may not be modified or changed for any given dealer by any employee or representative of Allbirds or its affiliates. Allbirds alone will implement, interpret, and enforce this Policy. Allbirds may supplement, amend, or terminate this Policy at any time. It is the responsibility of each dealer to which this Policy applies to educate and inform each of its personnel of the terms of the Policy and to ensure that these terms are followed.

Scope. This Policy applies to any advertising by dealers. However, point of sale pricing information is not covered by this Policy.

Prices.

• Dealer is free to sell Products at whatever price it feels appropriate. This Policy does not set the price at which dealer may sell its Product to its end-use consumers.
• Dealer may advertise Products only at or above the manufacturer’s suggested retail price (“MSRP”) or minimum advertised price (“MAP”), as applicable to dealer’s Products. Applicable MSRP and MAP guidelines are provided in the Allbirds Seasonal Pricing Guidelines (as provided by your sales representative) applicable to dealer’s Products and provided to dealer.
• If dealer does not wish to specify the MSRP or MAP, it may advertise no price or “Please call for Pricing.” 
• Except when given written authorization, advertisements for Products may not communicate to the consumer that the Product is being offered at a discount.
• Other than as set forth in this Policy or agreed to in writing, all dealer promotions (including both Product (or brand)-specific coupons and coupons from which a Product (or brand) is not specifically excluded) are prohibited. Discounts pursuant to qualified member rewards or loyalty programs are not prohibited.

Unilateral Policy. The adoption, implementation, and enforcement of this Policy are solely Allbirds’ decision and responsibility. No employee or representative of Allbirds or its affiliates is authorized to discuss, modify, or obtain agreement as to the terms or conditions of this Policy. Any questions about this Policy should be directed in writing to: travis@allbirds.com; to better direct your inquiries, please reference “Unilateral Brand Management Policy” in the subject line. This Policy is subject to revision at any time. Allbirds will unilaterally determine whether any products are being advertised in violation of the Policy and will take action as warranted. Each dealer is free to decide whether to follow this Policy.

Although it is Allbirds’ goal to respond to all communications regarding this Policy, Allbirds may choose to not respond to some communications. If Allbirds does not respond to a particular communication, no meaning should be attributed to this lack of response. If you contact Allbirds regarding sales by other dealers, we will not respond to your inquiry and you will not be contacted regarding any investigation undertaken or its results.

Violations. If Allbirds, in its sole discretion, determines that a dealer has violated this Policy, Allbirds will unilaterally determine what enforcement actions are appropriate, including restrictions on the availability of specific styles, restrictions on the availability of entire product categories, and/or immediate termination of the dealer. If terminated, the dealer will be required to return to Allbirds all promotional and other goods and intellectual property belonging to Allbirds. Allbirds will take immediate and appropriate action to ensure that Allbirds’ trademarks and other intellectual property have been removed from the dealer’s website and other promotional material. Allbirds may or may not unilaterally decide when or whether to reinstate a terminated dealer.