1. Scope and Definitions

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1.1 This Wholesale Shipping, Returns, and Credit Policy (“Policy”) governs all wholesale and trade transactions conducted with the Southeastern Distribution Network (“SDN”), a distribution program operated by Huntsville Independent Press in partnership with Rocky Heights Bindery. By placing a wholesale order, the bookstore, retailer, or other trade purchaser (“Retailer”) acknowledges that this Policy establishes binding terms regulating shipping, returns, credit, and related logistics. This Policy supersedes any informal statements or marketing language and shall control in the event of any inconsistency.

 

1.2 “SDN Credit” refers exclusively to a non-cash, non-transferable credit recorded on the Retailer’s account and redeemable solely toward future eligible wholesale purchases from SDN. SDN Credit does not constitute a refund, loan, receivable, or monetary obligation payable in cash under any circumstances. SDN retains full discretion in maintaining and applying SDN Credit balances in accordance with this Policy.

 

1.3 “Initial Order” means the first shipment of a specific title supplied to a Retailer following that Retailer’s request or acceptance, regardless of quantity. “Reorder” refers to any subsequent shipment of the same title to the same Retailer after the Initial Order has been fulfilled. “Sell-Through” means that one hundred percent (100%) of units from the Initial Order have been sold or legitimately distributed to end customers.

 

1.4 “Damaged Condition” refers to defects rendering a book unfit for normal retail sale, including torn pages, bent covers, significant scuffing, water damage, or adhesive residue. Minor shelf wear or trivial imperfections do not qualify as Damaged Condition. SDN retains sole good-faith authority to determine whether a unit meets this definition.

 

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2. Shipping and Delivery

 

2.1 SDN shall arrange outbound shipments using carriers and service levels selected at its discretion, taking into account reliability and cost efficiency. Shipping timelines are estimates only and may vary based on print scheduling, carrier performance, or seasonal volume. SDN shall not be liable for delays beyond its reasonable control.

 

2.2 Shipping costs may include flat-rate charges or free shipping thresholds published by SDN and may be modified prospectively. Retailers are responsible for reviewing shipping terms before submitting orders. Submission of an order constitutes acceptance of the applicable shipping charges.

 

2.3 SDN may include customized return labels within outbound shipments solely for identification and sorting purposes. These labels are not prepaid and confer no assumption of shipping costs by SDN. Retailers remain fully responsible for all return shipping expenses.

 

2.4 Title and risk of loss transfer to the Retailer upon SDN’s delivery of goods to the carrier. Retailers must inspect shipments promptly and notify SDN of any discrepancies within seven business days. Failure to provide timely notice may limit available remedies.

 

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3. Returns and Restocking

 

3.1 SDN will accept physical returns of eligible units whether or not the return has been pre-authorized; however, all returned shipments must include the customized SDN return label displaying the Retailer’s establishment name affixed clearly to the exterior of the box. These labels enable SDN to identify and process returns efficiently and do not include prepaid postage. SDN may refuse or dispose of unlabeled or improperly labeled returns without issuing SDN Credit.

 

3.2 Returns must be shipped within ninety (90) calendar days from the original invoice date to qualify for SDN Credit. Returns shipped on or before the ninetieth day will remain eligible even if they arrive after the window, provided the Retailer can verify the shipment date. SDN may reject or process without credit any returns shipped after the ninety-day window.

 

3.3 The Retailer is solely responsible for all return shipping costs, including carrier fees, packaging, and insurance. Returns damaged due to inadequate packaging or mishandling by the Retailer or its agents may be deemed ineligible for credit. SDN shall have no obligation to replace or compensate for units damaged after leaving the Retailer’s control.

 

3.4 SDN will issue SDN Credit equal to ninety percent (90%) of the net invoice value of eligible resalable units, applying a ten percent (10%) restocking fee. This fee covers processing, handling, and reintegration of returned inventory. No cash refunds shall be issued under any circumstances.

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4. SDN Credit

 

4.1 SDN Credit applies exclusively to future wholesale purchases and cannot be redeemed for cash or transferred to third parties. SDN Credit does not accrue interest and may not be sold, assigned, or pledged. Retailers agree that SDN Credit constitutes their sole financial remedy for returns.

 

4.2 SDN will maintain internal account records of SDN Credit balances and apply such credit in a commercially reasonable manner. Retailers may request account statements, which shall be presumed accurate absent credible contrary evidence. SDN retains discretion in applying credit to subsequent invoices.

 

4.3 SDN may apply SDN Credit automatically or require Retailer instruction based on operational needs. SDN Credit does not expire under current policy but may be subject to prospective expiration rules. Any future changes will apply only to newly issued credit.

 

4.4 SDN may suspend or reverse SDN Credit issuance where fraud, misuse, or improper return behavior is suspected. SDN may also limit future return privileges for Retailers engaging in excessive or abusive return practices. Such actions shall not constitute a breach of this Policy.

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5. Sell-Through Protection

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5.1 SDN provides Sell-Through Protection allowing the Retailer to request replacement of up to two (2) units in Damaged Condition per order at no charge. This protection is intended to promote confidence when stocking new titles. It does not constitute insurance or a blanket guarantee.

 

5.2 Claims must be submitted in writing within thirty days of receipt with sufficient documentation. SDN may require photographic proof or physical return of damaged units. SDN retains discretion in determining eligibility.

 

5.3 Sell-Through Protection applies only to damage outside the Retailer’s reasonable control. Damage caused by improper storage, handling, or display does not qualify. SDN may deny replacement where cause cannot be verified.

 

5.4 The two-unit limit is strict and non-cumulative across orders. Additional units are subject to standard return policies. SDN may modify this benefit prospectively without affecting previously vested rights.

 

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6. Sell-Through Bonus Credit

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6.1 If the Retailer sells through one hundred percent (100%) of the Initial Order for a title and places a Reorder within thirty (30) days, SDN will issue bonus SDN Credit equal to five percent (5%) of the net value of that Reorder. This incentive supports proven titles and encourages continued stocking. The bonus credit is issued only after verification.

 

6.2 Sell-Through applies solely to the Initial Order and does not include combined shipments. SDN may require documentation to confirm inventory status. Failure to provide verification may result in denial of the bonus.

 

6.3 The bonus applies only to the first qualifying Reorder. Bonus credit shall be issued as SDN Credit rather than a discount. SDN retains discretion in calculating bonus eligibility.

 

6.4 SDN may deny bonus credit where ordering patterns suggest manipulation intended to trigger the bonus artificially. SDN may also adjust the program prospectively. Such denials shall not constitute a breach of this Policy.

 

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7. Inbound Damage

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7.1 If books arrive damaged due to manufacturing or shipping issues prior to delivery, SDN will replace units or issue SDN Credit upon timely notice. Retailers must provide evidence sufficient for SDN to confirm inbound damage. Failure to provide such evidence may limit available remedies.

 

7.2 Replacement units supplied due to inbound damage do not count toward the Sell-Through Protection cap. This ensures Retailers are not penalized for issues arising before receiving control of the books. SDN retains discretion in determining appropriate remedy.

 

7.3 Damage occurring after delivery is generally ineligible for replacement or credit. Such damage may only qualify under Sell-Through Protection subject to its limits. SDN’s determination regarding cause of damage shall be final.

 

7.4 Where the cause of damage is unclear, SDN may request additional documentation and may extend courtesy relief without creating precedent. Such relief is discretionary and shall not modify the terms of this Policy. Retailers acknowledge that discretionary relief does not establish ongoing rights.

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8. General Provisions

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8.1 This Policy reflects standard book trade practices and SDN’s operational model. Headings do not affect interpretation. This Policy may be updated prospectively at SDN’s discretion.

 

8.2 Nothing in this Policy creates a partnership, joint venture, or agency relationship between SDN and the Retailer. Each party remains an independent business entity. Retailers bear sole responsibility for their own operations and liabilities.

 

8.3 Supplemental written materials or communications may supplement this Policy where consistent. In the event of inconsistency, this Policy shall control. Retailers are responsible for reviewing updates.

 

8.4 By placing wholesale orders, the Retailer accepts and agrees to be bound by this Policy. Retailers agree that SDN Credit constitutes their exclusive remedy for returns. No cash refunds will be issued under any circumstances.​​

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8.5 Use of the SDN website, placement of any wholesale order, or submission of account information constitutes the Retailer’s full and voluntary acceptance of this Policy and expressly authorizes SDN to collect, store, and utilize billing and payment information for ongoing account management purposes. By engaging in any ordering activity, the Retailer grants SDN permission to initiate electronic charges not more than once per calendar month for amounts due, including but not limited to wholesale invoices, shipping charges, and authorized adjustments or credits applied to outstanding balances. The Retailer acknowledges that such authorization remains in effect until revoked in writing with reasonable advance notice and that revocation does not eliminate financial responsibility for any amounts already incurred or shipments already processed.