A1 Packaging, Inc. DBA Lit Vapes

RETAILER AGREEMENT | WHOLESALE TERMS & CONDITIONS

 

  1. Orders. Retailer shall have the right to purchase products from Wholesaler. Wholesaler agrees to use reasonable efforts to provide such products but has absolute discretion to refuse to fill any order at any time for any reasonable commercial reason.

 

  1. Inventory. Prior to accepting payment from Retailer, Wholesaler will notify Retailer of product inventory stock in accordance with Wholesaler’s order form.

 

  1. Shipping. Retailer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), and insurance at the discretion of Wholesaler. Retailer must notify Wholesaler of any claimed shipping error or damage within five (5) days of receipt of Product. Retailer’s failure to give such notice within that five-day period shall be deemed a waiver of Retailer’s claim for incorrect or damaged shipments. Wholesaler’s responsibility is limited to proof of delivery to carrier, at which time goods are the property of Retailer unless superseded by an alternate agreement. Proof of Delivery must be requested within 30 days of the invoice date.

 

  1. Payment Terms. Payment terms will be established on an order-by-order basis in a written invoice between Wholesaler and Retailer. Amounts past due are subject to a late payment fee of up to 1.5% percent per month.

 

  1. Claims. Claims can be addressed to thelitbrands@gmail.com and must be made within five (5) days of Retailer’s receipt of goods. Wholesaler will issue credit only when discrepancies are supported by documentation (including photographs) that verifies such claims.

 

  1. Returns. Returns will not be accepted without Wholesaler’s written consent; a Return Authorization (RA) number must be given by a Wholesale Representative. Supporting documentation must accompany claims for style/color/size substitutions, overages, etc. Returned merchandise received without an RA number will be refused and returned to Retailer at Retailer’s expense. Merchandise may not be returned more than two months from delivery.

 

  1. Intellectual Property. Retailer shall be authorized to display and sell Wholesaler’s products and related marketing materials provided by Wholesaler throughout the term of this agreement. Retailer may also use marketing materials featuring Wholesaler’s trademarks, designs, and/or logos created by Retailer provided that any such marketing materials are approved by Wholesaler in writing prior to use. Any materials bearing Wholesaler’s trademarks, designs, logos, or copyrights shall be the sole and exclusive property of Wholesaler. Retailer hereby acknowledges that the Intellectual Property is the sole and exclusive property of Wholesaler, and/or its licensors, and that Wholesaler and Wholesaler’s licensors have the exclusive right to the use thereof on and in connection with the Products. (For purposes of this agreement, the term “Intellectual Property” shall mean and refer to any and all trademarks, copyrights, trade secrets, confidential information, signs, and/or packaging associated with or relating to the Products.) Retailer agrees that Retailer will not use the Intellectual Property for any reason except as allowed under this agreement. Such use shall not create any interest in the Intellectual Property by Retailer and said Intellectual Property shall remain the sole and exclusive property of Wholesaler and/or Wholesaler’s licensors at all times.

 

  1. Term. This agreement shall begin on the date executed by Retailer and continue on an order by order basis unless otherwise agreed upon between both parties in writing.

 

  1. Quality & Resale. Retailer agrees to maintain the quality of the Wholesaler’s brand through providing the highest quality customer service, ensuring that the display of Wholesaler’s products is maintained at the highest level, and complying with all applicable laws and regulations. If Wholesaler determines that any Products sold to Retailer at any time have been resold or otherwise transferred by Retailer to any other dealer, Wholesaler, intermediary, or agent of any other person or entity, foreign or domestic, without Wholesaler’s written consent, it may unilaterally terminate its relationship with Retailer. For the same reason, sales or advertising of the Wholesaler’s Products online, including a Retailer who fails to comply, Wholesaler will have the right to terminate this contract immediately.

 

  1. Seller’s Permit. Retailer warrants that Retailer has a current and valid seller’s permit in accordance with California state law.

 

  1. Possession. Any Product ordered by Retailer shall be deemed in the possession of Retailer, and Retailer shall be responsible for any loss thereof, as soon as said product is placed in transport from Wholesaler’s loading dock unless superseded by an alternate agreement.

 

  1. Liability. Except as stated in paragraphs 13 and 14, neither party shall be liable for any consequential, indirect, or punitive damages pursuant to this agreement, including but not limited to lost profits, business good will, or other monetary losses. Under no circumstances shall Wholesaler be liable for any damages arising out of Wholesaler’s failure to fill any order in whole or in part.

 

  1. Indemnification. Retailer agrees to defend and indemnify Wholesaler, Wholesaler’s licensors, manufacturers, partners, officers, employees, and affiliates in the event of any claim, suit, demand, liability, loss, or other expense arising out of Retailer’s performance of this contract, any actual or alleged act or omission by Retailer, or any material breach of the terms of this agreement by Retailer.

 

  1. Relationship. Nothing in this Agreement is intended to create a partnership, joint venture, employment relationship, agency, or any other relationship between the Parties; nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible for its own actions. Neither Party assumes the ultimate obligation with respect to excise or other taxes which may be imposed upon the other in connection with the transactions covered by this Agreement.

 

  1. Scope of Retail. No account is permitted to sell Wholesaler’s products via online marketplaces, such as Amazon, eBay, Newegg, Jet.com, Walmart Marketplace, etc. without expressed written consent from Wholesaler. Any Retailer who utilizes online marketplaces must disclose the channel and their storefront names to Wholesaler. Retailers agree, represent, and warrant that they shall comply with the policies and procedures of such marketplace accounts and further agree to indemnify Wholesaler for any and all violations of the same. In addition, Wholesaler may from time to time provide Standard Retail Price and/or Minimum Advertised Pricing for products, or updates to the same. Wholesaler reserves the right, in its sole discretion and without liability, to suspend and/or discontinue any retailer account not in conformity with such pricing or selling on said marketplaces without expressed written consent. Retailers selling via online marketplaces may purchase and promote Wholesaler merchandise using its own retailer space, physical storefront, or online store.

 

  1. Assignment. This agreement cannot be assigned by Retailer for any reason. This agreement shall be binding on any successor to Retailer to the extent any authorized transfer does take place.

 

  1. Governing Law. This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California. The Parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of court of subject matter jurisdiction located in Los Angeles County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party’s reasonable attorney fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.  In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable

 

  1. Miscellaneous. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.