This sales agreement (the “Agreement”), is made and entered into by and between you, (the “Buyer”), and Finesse Lighting, LLC DBA Finesse Decor, a Florida limited liability company, (the “Seller”). This agreement will be effective on the date the Buyer has been accepted into the Finesse Decor Trade Program. You can download a copy of this agreement for your records.


WHEREAS, Seller is in the business of selling wholesale lighting and home decor products;

WHEREAS, Buyer wishes to resell the “products” defined as lighting and home decor products;

WHEREAS, Seller and Buyer wish to set forth the terms of their agreement by which the Seller will provide products, and Buyer will purchase products for resale in its retail establishment. Online listing and advertising is allowed on the Buyer’s own website under strict guidance of the Seller’s IMAP (Internet Minimum Advertised Price) policy. If the buyer wishes to list the “product” in a non-proprietary or third-party website or any other website which is not named exactly like its retail parent company, it must get prior approval in writing by Finesse Décor. The listing of Finesse Decor products on third party marketplaces is prohibited.

NOW, THEREFORE, in consideration of the foregoing recitals and the following mutual, covenants, representations, warranties and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Section 1. Recitals

The Parties agree that the recitals set forth above are incorporated herein by reference and are made a part of this Agreement.

Section 2. Ordering

All Buyer orders should be completed online or sent to and should include a formal purchase order. Upon receipt of the purchase order, Seller will confirm the order with an invoice. In the event of failure to send a formal PO to official order information can be found in the seller’s ERP system and customer hereby agrees to the validity and trustworthiness of the system including shipping dates, payment terms, product delivered, etc.

Section 3. Promotional Emails

Each week Seller customarily sends to its customers by email (promotional). All discounts or promotions are available only online, and for a limited time as set forth in the email. These discounts are not stackable with any other pre-negotiated discount.

Section 4. Internet Minimum Advertised Price (“IMAP”)

Seller will support Buyer in enforcing IMAPS through retail channels and independent ecommerce sites. IMAP equals to two times Seller’s Current Standard Wholesale Pricing. Seller offers Internet Price Match Profit Guarantee as outlined below:

  • Match the price for the customer;
  • Send/email Seller a screen picture/snapshot of the checkout page, including shipping charges, along with the URL, including the item description and price advertised along with Buyer’s purchase order. Indicate on the purchase order “Matching Internet Price Guarantee.”
  • Seller will provide the item at 50% off (including any handling/freight charges associated with the item.
  • Price Match does not include pricing offered at in store locations/distributors/eBay or unauthorized resellers. All private sales are priced according to distributor’s markup policy.

Section 5. Delivery

Merchandise can be picked up at Seller’s warehouse at no cost. Otherwise, Seller will ship via UPS, FedEx, or local carrier. Buyer is responsible to pay 100% of any shipping costs on purchases in adherence with our shipping programs.

Section 6. Payment

Buyer shall make payment on each invoice within the payment term. Any invoice not paid within this time Buyer will lose any applicable discount. Any invoices past 90 days will incur Seller’s current lender’s rate of interest per month (currently 7%). Seller has sole discretion to put any or all of Buyer’s stores on credit hold as a result of overdue invoices.

Section 7. Limited Warranty

Seller will deliver product in new condition and in its original package. All product is warranted against defects in material and workmanship for a period of 1 year from the original date of purchase. LED Components are warranted for 5 years. Seller will provide parts at no cost to Buyer or its customers. Once product is proven to be defective upon inspection, Seller will replace with same fixture. If the same fixture is no longer available, Buyer can select a similar fixture at a value not to exceed original invoice, or receive a credit. This limited warranty covers all defects encountered in normal and recommended use of the product and installed by a licensed electrician when required by law. This warranty does not apply when loss or damage to the product is due to abuse, mishandling, alteration, accident, electrical current fluctuation, failure to follow operating, maintenance or environmental instructions prescribed by Seller. Warranty is void if product is not used for the intention which product was manufactured.

Section 8. Buyer's Remorse

Seller will honor any returns due to Buyer’s customer’s remorse within 14 calendar days from delivery to Buyer’s customer. All returns will be inspected. All buyer’s remorse items are required to be in original packaging, not have been installed and in resalable new condition. Any returns after 14 days are subject to the standard restocking of 25% and will be done at the Seller’s discretion.

Section 9. Termination

This Agreement may only be terminated with 30 days written notice. If for any reason Seller or Buyer decide to terminate this Agreement, Seller will have the right to collect all free display fixtures or generate an invoice for 50% of their original wholesale cost. Also, all outstanding invoices remain due under the terms of this Agreement.

Section 10. Notice

All notices and other communications under this Agreement shall be in writing and sent by: (a) certified mail, return receipt requested, postage-prepaid; (b) a reputable commercial overnight delivery service; or (c) email, addressed to the party to which such notice is directed at the following address:

Finesse Lighting, LLC
9741 West 76th Street
Hialeah, FL 33016

Seller may change the address to which notices shall be directed by giving written notice of such change to the other party.

Section 11. Miscellaneous

  • Entire Agreement. This Agreement contains the entire understanding and agreement among the Parties concerning the subject matter hereto and shall not be modified or superseded except upon express written consent of all of the Parties to this Agreement. Any and all prior negotiations that are not contained in this Agreement are superseded and of no force or effect. Each Party represents and warrants that no promise or inducement to enter into this Agreement had been made to it or him/her that is not set forth in this Agreement.
  • Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Florida. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be construed and enforced so as to best effectuate the intention of the Parties at the time this Agreement was entered into.
  • Attorneys’ Fees. If any legal action is commenced to interpret, enforce or recover damages for the breach of any term of this Agreement, the prevailing Party shall be entitled to recover the reasonable attorneys’ fees and costs incurred in connection with that action.
  • Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies of this Agreement may be used in lieu of the original for all purposes.
  • Investigation. Each Party hereto represents that it has carefully read and understands this Agreement, and fully understands the final and binding effect of this Agreement. Each Party acknowledges that it has had the opportunity to consult independent counsel prior to execution of this Agreement and freely and voluntarily executes this Agreement.

[210] 017455-15001