1. Products and Pricing:
1.1 Products: The Supplier agrees to provide the Wholesaler with the following products:
- List of Products and Product Descriptions via the website platform.
1.2 Pricing: The Wholesaler agrees to purchase products from the Supplier at the agreed-upon wholesale prices as specified in the website price list or as communicated by the Supplier. The Wholesaler acknowledges the importance of maintaining the Manufacturer's Suggested Retail Price (MSRP) for the products and agrees not to sell the products below the MSRP without prior written consent from the Supplier.
2. Exclusivity, Sales Channels, and MAP (Minimum Advertised Price):
2.1 Exclusivity: The Wholesaler acknowledges that this Agreement grants no exclusivity for any products or geographic regions, unless otherwise specified in a separate written agreement.
2.2 Restrictions on Online Sales Platforms: The Wholesaler shall not, under any circumstances, sell or list the Supplier's products on third-party online platforms such as Amazon, eBay, or any similar platforms, unless explicitly authorized in writing by the Supplier. However, the Wholesaler is allowed to sell the Supplier's products on their website, provided that they adhere to strict MSRP (Manufacturer's Suggested Retail Price) guidelines set forth by the Supplier.
2.3 Minimum Advertised Price (MAP): The Wholesaler agrees to adhere to the Supplier's Minimum Advertised Price (MAP) policy for the products listed in the attached MAP policy document or as otherwise communicated by the Supplier. The Wholesaler shall not advertise or promote the Supplier's products at prices below the established MAP.
3. Orders and Payment:
3.1 Orders: The Wholesaler shall submit orders for products via the website portal. The Supplier reserves the right to accept or reject any order, in its sole discretion.
3.2 Payment: Payment terms and conditions shall be agreed upon between the parties before any shipment is made.
4. Marketing and Branding:
4.1 Branding: The Wholesaler agrees to use the Supplier's branding and trademarks only in accordance with the Supplier's guidelines and with prior written approval.
5. Compliance and Regulations:
5.1 Regulatory Compliance: The Wholesaler shall comply with all applicable laws and regulations governing the sale and distribution of the products in their region.
6.1 Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within 15 days of receiving written notice.
6.2 Termination Without Cause: Supplier may terminate this Agreement without cause by providing 15 days' written notice.
7.1 Confidential Information: Both parties agree to keep all information provided by each other, including pricing, terms, and business strategies, confidential.
8. Governing Law:
8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Florida, Miami-Dade County, without regard to its conflicts of law principles.
9. Entire Agreement:
9.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written.
10.1 Amendments: This Agreement may be amended only in writing and signed by both parties.
11.1 Defective or Non-Conforming Products: In the event that the Wholesaler receives products that are defective or do not conform to the agreed specifications, the Wholesaler shall promptly notify the Supplier in writing within [number of days] days of receipt. The Supplier shall provide instructions for returning such products, and upon receipt and inspection, the Supplier will either replace the defective products or issue a credit to the Wholesaler, at the Supplier's discretion.
11.2 Restocking Fee: Returns for reasons other than defects or non-conformance may be subject to a restocking fee as determined by the Supplier, which shall be deducted from any credit issued to the Wholesaler.
11.3 Shipping Costs: The Wholesaler shall be responsible for all shipping costs associated with returning products to the Supplier, unless the return is due to defects or non-conformance.
11.4 Refunds and Credits: Any refunds or credits for returned products shall be processed by the Supplier within a reasonable time frame after the returned products have been received and inspected.
11.5 No Returns Without Authorization: The Wholesaler shall not return any products to the Supplier without obtaining prior written authorization from the Supplier.