Wholesale Agreement
Supplier and buyer each referred to herein as a “Party” and, collectively, as the “parties”.
Now, therefore, for and in consideration of the mutual promises and agreements contained herein, The Buyer hires the Supplier to work under the terms and conditions hereby agreed upon by the parties:
PURPOSE
The purpose of this Agreement is to set forth the terms and conditions under which the Supplier shall sell, and the Buyer shall purchase certain products (hereinafter referred to as the “products” for resale. This agreement aims to establish a mutually beneficial and long-term business relationship between the parties, promote collaboration and communication, and facilitate the smooth operation of the parties’ respective businesses.
TERMS
____Month to Month
Buyer wishes to purchase on a month-to-month basis. Buyer agrees to a minimum purchase of 20 units per order but no more than 50 units per order.
____6 Months
Buyer agrees to order a minimum of 20 units per month for six months. Buyer may order up to 100 units per order.
____12 Months
Buyer agrees to order a minimum of 50 units per month for 12 months. No maximum order.
***prices subject to change***
PRODUCTS
The products covered by this Agreement shall be described in the Supplier's product catalog or as agreed upon between the parties as follows:
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The supplier shall provide the buyer with detailed specifications and relevant information, including but not limited to, the product's design, materials, dimensions, colors, and packaging. The supplier shall notify the buyer of any changes to the products specifications, availability, or discontinuation at least_____ 30_____ days in advance.
PRICING
The prices for the products shall be set forth in the Suppliers Wholesale Price List, or as agreed upon between the parties in writing. The prices shall be quoted in USD and shall be exclusive of any applicable taxes, duties, or other charges, which shall be the responsibility of the Buyer. The Supplier reserves the right to modify the prices at any time upon providing the Buyer with _____ 30_____ days written notice. Any modifications. The prices shall not apply to the purchase orders placed before the effective date of such modifications.
ORDERS
The buyer shall submit purchase orders for the products in writing, which shall specify the quantity, type, quantity and any other relevant information, such as desired delivery date and shipping instructions. The supplier shall confirm receipt of the purchase order in writing within 5-7 days, providing the expected delivery date and any other pertinent details. The Supplier shall not unreasonably refuse any Purchase Order or shall make every reasonable effort to fulfill the Order as agreed upon between the parties. The Buyer must request changes to the Purchase Order within two days after submission, subject to the suppliers written consent.
PAYMENT TERMS
Buyer shall make payment for the products upon delivery. Payment shall be made by Visa slash MasterCard, discover, cash app, or cash. The Buyer shall be responsible for any transaction fees associated with the chosen payment method.
In the event of a dispute concerning an invoice, the buyer shall notify the supplier in writing within 1 day from the date of the invoice, specifying the nature of the dispute. The party shall work in good faith to resolve any such disputes promptly.
DELIVERY AND SHIPPING
Supplier shall deliver the products to the Buyers designated location in accordance with the agreed upon delivery date, as specified in the Purchase Order confirmation. Shipping costs shall be borne by the Buyer, unless otherwise agreed upon in writing. The Supplier shall use reputable carriers to ensure timely and secure delivery and shall provide the Buyer with tracking information upon dispatch. The Supplier shall not be liable for any delays in delivery due to circumstances beyond its control, such as natural disasters, strikes, or transportation disruptions. In such cases, the supplier shall notify the buyer as soon as possible and shall use reasonable efforts to minimize the impact of such delays.
RETURNS AND REFUNDS
In the event that the buyer returns any non-conforming or damaged products, the supplier shall, at its discretion, either replace the products or issue a refund or credit to the buyer's account. The buyer shall return the non-conforming or damaged products to the Supplier within 5 days after receiving the supplier’s written authorization for the return. Returns for any other reason, such as overstock or buyer's remorse, shall be subject to the suppliers return policy, as amended from time to time, and may require the Buyer to pay a restocking fee or bear the cost of return shipping.
WARRANTY
The Supplier warrants that the Products shall be free from defects in materials and workmanship for a period of 6 months from the date of delivery. This warranty shall not apply to any damage or defects caused by misuse, abuse, or failure to follow the Suppliers care and handling instructions. The Buyer shall notify the Supplier in writing of any warranty claim, providing a detailed description of the alleged defect and, if possible, Photographic evidence. The supplier shall, at its discretion, repair or replace the defective product or issue a refund or credit to the Buyers account. The Supplier shall bear the cost of shipping and the repaired or replaced products to the Buyer.
INTELLECTUAL PROPERTY
The Buyer acknowledges that the Supplier owns all rights, title, and interest end and to the Products, including any intellectual property rights associated therewith, such as patents, trademarks, copyrights, and trade secrets. The Buyer shall not reproduce, copy, or otherwise use the Products or any associated intellectual property in any manner not expressly permitted by this Agreement, including, but not limited to, reverse engineering, creating derivative works, or representing itself as the creator or owner of the Products. The Buyer shall not alter or change the Product Labeling. The Buyer shall promptly notify the Supplier of any actual or suspected infringement of the Suppliers intellectual property rights by third parties and shall cooperate with the Supplier in any enforcement actions taken by the Supplier to protect its rights.
CONFIDENTIALITY
Both parties agree to keep confidential and not disclose to any third party any proprietary or confidential information related to the Products, pricing, or other terms of this Agreement, except as required by law or with the prior written consent of the disclosing party. Confidential information includes, but is not limited to, trade secrets, business strategies, customer lists, marketing plans, and any other non-public information that has commercial value or would be harmful to the disclosing party if disclosed. The parties shall take responsible precautions to protect the confidentiality of such information, including by ensuring that only authorized personnel have access to it and by requiring any subcontractors or agents to be bound by similar confidentiality obligations.
TERMINIATION
Either party may terminate this agreement upon 30 days written notice to the other party if the other party breaches any material term of this agreement and fails to cure such breach within the notice period. Additionally, either party may terminate this agreement for convenience upon 90 days written notice to the other party. Upon termination, the termination of Partnership, The Buyer shall promptly pay any outstanding balances for delivered products, and the Supplier shall promptly fulfill any unfulfilled but accepted Purchase Orders, unless the parties agree otherwise in writing. Any provisions of this agreement that, by their nature, should survive termination, shall survive, including but not limited to, confidentiality, intellectual property, warranty, and governing law provisions.
LIMITATION OF LIABILITY
Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this Contract such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a party's negligence or breach.
INDEMNITY
The parties each agree to indemnify and hold harmless the other party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, Expenses, reasonable legal fees and cost of any kind or amount whatsoever, which result from the negligence of or breach of this Contract by the indemnifying party, its respective successors and assigns that occurs in connection with this Contract. This section remains in full force and effect even after termination of the Contract by its natural termination or the early by either party.
BREACH
In the event of a breach of this Agreement, the defaulted party shall reimburse the non-defaulting Party or parties for all costs and expenses reasonably incurred by the non-Defaulting party or parties in connection with the Default, including, without limitation, attorney’s fees.
Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including, without limitation, reasonable attorney’s fees at the trial level and on appeal.
VARIATION
This contract cannot be varied, added to or cancelled by agreement otherwise than by means of a further written agreement between the parties.
GOVERNING LAW
Unless otherwise specified, any dispute shall be governed by and constructed in accordance with the laws of the State of Indiana, without reference to conflict of laws principles. Disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, Tribunals, fora, and applicable authorities in the state of Indiana.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties to its subject matter and supersedes all prior contemporaneous Agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties.
IN THE WITNESS WHEREOF, Both the parties mentioned above have signed this agreement on this day, date, month, and year as above mentioned in the presence of the following witnesses.
SUPPLIER:
NAME:___________________________________________________________
SIGNATURE:______________________________________________________
DATE:____________________________________________________________
BUYER:
NAME:_____________________________________________Ph#_____________________________
SIGNATURE:________________________________________ Date____________________________
E-mail______________________________________________________________________________