Wholesale Ordering Agreement
The terms below will govern the sale of merchandise relating to Ninja Goat Nutritionals fatCoffee and other products. (“Merchandise”) by Ninja Goat Nutritionals LLC (“Seller”) toName of Customer(“Customer”), for sales in connection with Customer’s customary sales activities, expected to commence on or about start date and conclude on or about end date (such period, the “Term”)].
Acceptable Wholesale Practices
Limitations on Resale Venues
Without exception, Seller may only use products purchased at wholesale prices for the following purposes:
- For retail, point-of-sale and automated retail (i.e. vending machines) placed at physical retail locations, in such a manner as is permitted by local law. Retail sale of wholesale products is only permitted in physical, face-to-face transactions, WITH ONE EXCEPTION:
- If you are selling multi-product gift boxes or subscription boxes, wholesale products may be included in those boxes provided there are AT LEAST FIVE (5) other products supplied by companies OTHER than Ninja Goat Nutritionals, LLC.
- Under no circumstances are you permitted to resell wholesale products online, individually or repackaged in any configuration, as a separate product.
Ninja Goat Nutritionals products have suggested retail pricing included on each product detail page. You are permitted to sell our products (subject to the above restrictions) at any price you choose, however.
Wholesale Prices and Payment
Merchandise prices and minimum order quantities of Merchandise are set forth on Schedule A. Seller may change wholesale prices upon no less than Notice of price change period of five (5) days prior notice to Customer.
Customer must submit digital purchase orders for the Merchandise no later than twenty (20) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received fewer than twenty (20) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Customer). All orders are processed subject to availability.
All Wholesale orders are to be placed through Seller’s online wholesale ordering portal, with payment due at the time the order is placed. If Customer qualifies for term billing, customer will be invoiced for Merchandise orders and payment is due within thirty (30) days of invoice date. Late payments incur a finance charge of two percent (2%) of the unpaid invoice balance per month, starting thirty (30) days after the due date. Seller may withhold fulfillment of Customer’s additional purchase orders until past due payments, including any finance charges, are received in full.
Refund or Buy-back
All sales are final. Wholesale orders may not be returned, except within limited circumstances. Within 48 hours of receipt of merchandise, Customer may contact Seller with evidence of damaged or defective product. Once a return is approved, Customer shall bear the cost of shipping, handling and insurance for returned Merchandise.
Customer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), customs clearance, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Customer must notify Seller of any claimed shipping error or damage within two (2) days of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer’s claim for incorrect or damaged shipments.
Within 10 days of Customer’s receipt of Merchandise, Customer may return (i) Merchandise that does not conform to Seller’s product specifications or (ii), Merchandise damaged or shipped incorrectly if notice of condition is given within two (2) days of receiving the merchandise. Returns will be replaced with the corrected product as ordered, and shipped at no additional cost to Seller..
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF CUSTOMER.
The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
Governing Law; Dispute Resolution
This agreement shall be governed by Pennsylvania law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in Philadelphia, PA, in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in Philadelphia, PA.
Acknowledged and agreed by:
[NAME OF CUSTOMER COMPANY]
[CUSTOMER COMPANY ADDRESS]
[ELECTRONICALLY SIGNED], May 1st, 2015
Ninja Goat Nutritionals
22 N 3rd St.
Philadelphia, PA 19106
[See https://www.ninjagoatnutrition.com/my-account/ for wholesale pricing.]