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.