WHOLESALE TERMS & CONDITIONS

These Wholesale Terms & Conditions govern all wholesale transactions between Domina Luxora LLC, doing business as YAO Heritage (the “Company”), and authorized wholesale customers.

These Terms apply to all wholesale orders placed through the YAO Heritage website, dedicated wholesale page, approved wholesale discount code, or any other sales channel formally approved by the Company.

By placing a wholesale order, using a wholesale discount code, accessing a dedicated wholesale ordering page, receiving products, submitting an exchange request, or purchasing YAO Heritage products for resale, the buyer agrees to the following Terms.

For any question or inquiry, please contact:
shop@yaoheritage.com

1. Wholesale Eligibility

Wholesale pricing is available only to approved buyers, boutiques, showrooms, retailers, and authorized partners purchasing YAO Heritage products for resale.

The Company reserves the right to approve, reject, suspend, or remove wholesale access at any time.

Wholesale access, discount codes, dedicated ordering pages, catalogues, linesheets, price lists, and wholesale pricing are confidential and may not be shared with unauthorized third parties.

2. Wholesale Order Process

All wholesale orders must be placed through the YAO Heritage website unless otherwise approved in writing by the Company.

Wholesale buyers may place orders through:

a dedicated wholesale page

The wholesale discount applies only to approved wholesale buyers and only to eligible orders above $1,500 USD, unless otherwise agreed in writing by the Company.

Orders placed outside the approved wholesale process may not be accepted.

3. Minimum Order Value

The minimum wholesale order value is $1,500 USD.

Orders below this amount may not qualify for wholesale pricing or may be rejected, unless an exception has been approved in writing by the Company.

The Company reserves the right to update minimum order requirements at any time.

4. Order Confirmation & Review

After placing an order through the website, the buyer will receive an order confirmation by email.

However, all wholesale orders remain subject to final review by the Company.

The Company may review the order to confirm:

buyer approval status;
order eligibility;
product availability;
correct wholesale discount application;
payment status;
billing details;
shipping details;
commercial terms.

If any item is unavailable or any information requires correction, the Company will contact the buyer before proceeding with fulfillment.

The Company reserves the right to cancel, adjust, partially fulfill, or place an order on hold if products are unavailable, payment is incomplete, buyer details are incorrect, or wholesale terms have not been respected.

5. Pricing & Currency

All wholesale prices contained in the YAO Heritage Wholesale Catalogue and Price List are quoted in U.S. Dollars (USD / $) unless otherwise expressly stated in writing by the Company.

Wholesale prices may be shown directly on the dedicated wholesale page or applied through an approved discount code at checkout.

Prices are exclusive of:

shipping costs;
customs duties;
import taxes;
VAT;
local taxes;
courier fees;
transaction fees;
bank fees;
brokerage fees;
clearance charges;
and any other applicable governmental or third-party charges.

The Company reserves the right to modify prices without prior notice. However, confirmed purchase orders shall be honored at the pricing in effect on the date of written order confirmation, subject to final order review and product availability.

6. Payment Terms

Deposits and payment schedules apply as agreed in writing.

Payments shall be made in U.S. Dollars (USD / $) unless otherwise agreed by the Company.

Unless otherwise agreed in writing, payment must be completed through the website at checkout.

Orders will not be prepared, reserved, or shipped until payment has been completed or alternative payment terms have been formally approved by the Company.

The Company reserves the right to cancel unpaid orders or orders with incomplete payment information.

For approved accounts only, alternative payment terms may be granted in writing.

7. Shipping & Delivery

Shipping costs are the responsibility of the buyer unless otherwise agreed in writing.

Shipping may be calculated at checkout or communicated separately after order review, depending on destination, order size, product type, and courier availability.

Delivery timelines are estimates and may vary due to product availability, logistics, customs, courier delays, production timelines, or circumstances beyond the Company’s control.

The buyer is responsible for providing complete and accurate shipping information.

The Company is not responsible for delays, additional charges, failed deliveries, or losses caused by incorrect or incomplete shipping details.

8. Customs, Duties & Taxes

For international shipments, the buyer is responsible for all customs duties, import taxes, VAT, local taxes, brokerage fees, clearance charges, and any other costs required by the destination country.

The Company is not responsible for customs delays or charges imposed by local authorities.

9. Product Availability

Products listed in the Wholesale Catalogue, Price List, linesheet, or website are subject to availability.

If a product becomes unavailable after an order is placed, the Company may offer:

a replacement item;
a partial shipment;
a later delivery window;
a credit toward another order;
cancellation of the unavailable item.

The Company will communicate any necessary changes before final shipment.

10. No Refund Policy

Wholesale purchases are not refundable.

The Company does not offer cash refunds, payment reversals, or refunds to the original payment method for wholesale orders.

Eligible products may be exchanged within the approved exchange window, subject to the conditions below.

11. 45-Day Wholesale Exchange Option

To support wholesale partners testing a new assortment, YAO Heritage offers a 45-day exchange option on eligible wholesale products.

This option allows approved buyers to adjust their product selection after receiving the order, without requiring a traditional consignment arrangement.

The exchange request must be submitted within 45 calendar days from the confirmed delivery date.

If delivery confirmation is not available, the 45-day period will be calculated from the order fulfillment date.

Exchange requests submitted after the 45-day period may be refused unless approved in writing by the Company.

12. Exchange Limit

For first wholesale orders, buyers may request an exchange for up to 40% of the original wholesale order value, unless otherwise approved in writing by the Company.

For reorders, buyers may request an exchange for up to 25% of the original wholesale order value, unless otherwise approved in writing by the Company.

The Company reserves the right to approve, reduce, or reject an exchange request based on product condition, timing, stock availability, buyer account status, and commercial circumstances.

13. Exchange Conditions

Products may be eligible for exchange only if returned in original, sellable condition.

Products must be:

unused;
unworn;
undamaged;
clean;
with original tags attached;
with original packaging, dust bags, labels, and accessories where applicable;
suitable for resale.

The Company reserves the right to refuse any exchange if the product is damaged, used, incomplete, altered, missing tags, missing packaging, or otherwise unsuitable for resale.

14. Products Not Eligible for Exchange

The following products are not eligible for exchange unless approved in writing by the Company:

custom products;
personalized products;
made-to-order products;
special orders;
discounted or clearance items;
damaged or used products;
products missing tags, packaging, dust bags, labels, or accessories;
products used for events, photoshoots, press activities, or displays that caused visible wear;
products returned after the 45-day exchange window;
products not approved through the Wholesale Exchange Request process.

15. Wholesale Exchange Request Form

All exchange requests must be submitted through YAO Heritage’s dedicated Wholesale Exchange Request Form.

The buyer must provide:

order number;
buyer / store name;
contact email;
product name;
SKU or item reference;
quantity to exchange;
reason for exchange;
preferred replacement products, where applicable;
photos of the products, if requested;
confirmation that the products are unused, undamaged, with original tags and packaging, and suitable for resale.

Exchange requests submitted informally by message, WhatsApp, social media, or without the required information may not be processed.

16. Exchange Approval Process

All exchanges must be approved in writing by the Company before any product is returned.

After reviewing the request, the Company may:

approve the exchange;
request additional information or photos;
suggest replacement products;
approve exchange credit for a future wholesale order;
reject the exchange if the request does not meet the exchange conditions.

If approved, the Company will issue written exchange authorization by email.

Products must not be returned without written approval.

Unauthorized returns may be refused or returned to the buyer at the buyer’s expense.

17. Return Shipping for Exchanges

The buyer is responsible for all shipping costs related to exchanges, including:

return shipping to YAO Heritage or the designated return address;
shipping of replacement products;
shipping insurance;
customs duties;
taxes;
import/export fees;
courier charges;
clearance costs;
any other cost related to the exchange shipment.

The Company is not responsible for lost, delayed, or damaged exchange shipments.

Buyers are advised to use a tracked and insured shipping service.

If the exchange is required due to an error by the Company or a confirmed manufacturing defect, shipping responsibility may be reviewed separately in writing.

18. Product Inspection for Exchanges

Returned products will be inspected by the Company upon receipt.

Exchange credit will be confirmed only after the returned products have been received, inspected, and approved.

If the products do not meet the exchange conditions, the Company may reject the exchange.

Rejected products may be returned to the buyer at the buyer’s expense or handled according to a separate written agreement.

19. Exchange Credit & Replacement Products

Approved exchanges will be processed as exchange credit based on the original wholesale value paid for the returned products.

Exchange credit may be used toward:

replacement products from the current available assortment; or
a future wholesale order.

If the replacement product has a higher value, the buyer must pay the difference before shipment.

If the replacement product has a lower value, the remaining balance will remain as exchange credit for a future wholesale order.

No refund, cash return, or payment reversal will be issued for any remaining balance.

Replacement products will be shipped only after the returned products have been received, inspected, and approved by the Company.

20. Traditional Consignment

Products purchased through the YAO Heritage wholesale website are not considered consignment stock.

Ownership transfers to the buyer after purchase, while the buyer retains the right to request an eligible exchange within the 45-day exchange window.

Traditional consignment, showroom placements, or sale-or-return arrangements are not part of the standard wholesale website order process and must be approved separately in writing by the Company.

21. Product Inspection Upon Delivery

The buyer must inspect all products immediately upon delivery.

Any discrepancy, damage, missing item, or quality concern must be reported in writing within 5 business days of receipt.

Claims submitted after this period may not be accepted.

Damage caused by mishandling, improper storage, misuse, wear and tear, unauthorized repairs, customer damage, or incorrect care is not considered a manufacturing defect.

22. Product Care & Display

Buyers and retail partners are responsible for handling, storing, and displaying products appropriately.

Products must be protected from excessive heat, humidity, direct sunlight, water, heavy pressure, chemical exposure, or any condition that may damage leather, textiles, hardware, embellishments, or natural materials.

The Company is not responsible for damage caused by improper handling, display, storage, or care after delivery.

23. Online Sales

Online resale of YAO Heritage products is permitted only with prior written approval.

The Company reserves the right to restrict sales on third-party marketplaces, discount platforms, unauthorized websites, or sales channels that do not align with the brand.

Approved buyers must ensure that all online listings use correct product names, images, descriptions, pricing, and brand information.

24. Discounts & Promotions

YAO Heritage products may not be discounted, marked down, or included in promotions without prior written approval, unless specific terms have been agreed in writing.

This protects the brand’s positioning, pricing consistency, and value across retail partners.

25. Brand Presentation

YAO Heritage products must be represented in a way that respects the brand’s positioning, values, pricing, and visual identity.

Buyers, boutiques, showrooms, and sales representatives may not:

alter product names;
misrepresent product materials or origin;
use unapproved imagery;
use misleading descriptions;
heavily discount products without approval;
present products in a way that damages the brand’s image.

Any use of YAO Heritage logos, images, campaign assets, product descriptions, or brand materials must be approved by the Company or used only as provided.

26. Sales Representatives

Authorized sales representatives may present the Wholesale Catalogue, Price List, linesheet, and related sales materials, and may support buyers through the wholesale order process.

However, all wholesale orders must be placed through the YAO Heritage website unless otherwise approved in writing.

Sales representatives are responsible for:

presenting the collection accurately;
sharing the correct catalogue, linesheet, price list, and ordering instructions;
directing buyers to the approved wholesale page or discount code process;
ensuring buyers understand the minimum wholesale order value;
communicating buyer questions to the Company;
supporting buyer follow-up professionally;
respecting YAO Heritage pricing and commercial terms.

Sales representatives may not approve exchanges, offer refunds, grant unauthorized discounts, promise delivery dates, approve special payment terms, offer exclusivity, approve consignment, or agree to special conditions without written approval from the Company.

27. Account Suspension

The Company reserves the right to suspend or close a wholesale account if the buyer, store, showroom, or sales representative:

fails to follow wholesale ordering procedures;
shares confidential wholesale access or discount codes;
misuses wholesale pricing for personal purchases;
submits repeated or abusive exchange requests;
fails to pay approved balances or price differences;
damages, loses, or misplaces products;
misrepresents the brand;
sells through unauthorized channels;
repeatedly fails to follow agreed procedures;
acts in a way that may harm the brand commercially or reputationally.

28. Confidentiality

Linesheets, wholesale prices, discount codes, dedicated ordering links, product information, unreleased designs, product images, commercial terms, catalogues, price lists, and internal documents are confidential.

They may not be shared with unauthorized third parties, competitors, manufacturers, agents, or external contacts without written permission from the Company.

29. Intellectual Property

All trademarks, product names, catalogue content, photography, AI renderings, artwork, designs, brand assets, product descriptions, logos, linesheets, price lists, and related materials remain the exclusive property of Domina Luxora LLC.

Nothing in these Terms grants the buyer, store, showroom, or sales representative ownership of any intellectual property.

Unauthorized copying, reproduction, imitation, distribution, or use of YAO Heritage designs, imagery, branding, catalogue content, photography, artwork, AI renderings, or materials is strictly prohibited.

30. Limitation of Liability

The Company’s liability shall not exceed the value of the applicable purchase order.

Indirect, incidental, consequential, punitive, and special damages are excluded.

31. Force Majeure

The Company is not responsible for delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to production delays, supplier issues, transport disruptions, customs delays, natural events, political events, strikes, accidents, pandemics, or other force majeure events.

32. Governing Law

These Terms are governed by the laws of the Commonwealth of Puerto Rico, United States.

33. Changes to Terms

The Company may update these Wholesale Terms & Conditions at any time.

The applicable terms are those communicated or agreed at the time of order confirmation, exchange request, wholesale order, or separately approved commercial agreement.

34. Acceptance of Terms

By placing a wholesale order through the YAO Heritage website, using a wholesale discount code, accessing a dedicated wholesale ordering page, purchasing YAO Heritage products for resale, or submitting a Wholesale Exchange Request Form, the buyer confirms acceptance of these Wholesale Terms & Conditions.