Updated and Effective as of August 23, 2023 (the “Effective Date”)
1. Appointment and Acceptance. Goodr appoints Wholesaler as its nonexclusive wholesaler to sell the Products (as defined in Section 2) and Wholesaler accepts the appointment and agrees to sell the Products on the terms and conditions set forth in this Agreement.
2. Products and Pricing. The “Products” and pricing included within the scope of this Agreement, as updated from time to time in Goodr’s sole discretion and communicated to you.
3. Purchase Orders. All orders for Products shall be placed through the Wholesale Site or evidenced in writing by purchase orders delivered to Goodr by Wholesaler and shall be subject to all of the provisions set forth in this Agreement. Purchase orders shall not be deemed accepted by Goodr until a confirmation email or invoice has been sent to You, confirming the number and pricing of the Products. Goodr shall have no obligation to accept any orders from Wholesaler and may accept or reject any order in its sole discretion. The terms and conditions of sale set forth herein reflect Goodr’s standard terms and conditions of sale as of the date hereof, and such standard terms and conditions of sale may be modified by Goodr at any time
4. Account. In order to use the Wholesale site, You must apply to register for an account (“Account”) and provide certain information about Your company as prompted by the Retailer Application form. You represent and warrant that: (a) all required registration information You submit is truthful and accurate; and (b) You will maintain the accuracy of such information and will update it accordingly as needed. We may, in our sole discretion, deny Your application or revoke Your Account if we determine that any of the information provided in Your application or Account is untruthful or inaccurate.
5. Independent Contractor Status. Wholesaler agrees and understands that it shall be an independent contractor with the sole right to supervise, manage, operate, control, and direct the performance of the details incident to Wholesaler’s duties under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of an employer-employee or principal-agent, or to otherwise create any liability for or obligation of Goodr whatsoever with respect to the indebtedness, liabilities, and obligations of Wholesaler or any other party. Wholesaler specifically understands and agrees that this Agreement shall not be deemed to grant or imply that Wholesaler is authorized to sign, contract, deal, or otherwise act in the name of or on behalf of Goodr, except as is expressly authorized in writing by Goodr. Wholesaler shall be solely responsible for (and Goodr shall have no obligations with respect to) payment of all sales taxes for the sale of the Products, and any and all other taxes owed, or claimed to be owed, by Wholesaler by reason of or arising out of Wholesaler’s relationship with Goodr pursuant to this Agreement.
6. Purchase Price. Wholesaler shall purchase the Products at the Wholesale Prices set forth in Section 2 of this Agreement. Goodr may amend the Wholesale Prices in its sole discretion at any time, without notice to Wholesaler. Unless otherwise agreed to by Goodr, Wholesaler shall make payment to Goodr at the time the order of the Products is placed at the Wholesale Site. Wholesale Prices are exclusive of shipping charges, which may be charged by Goodr in its sole discretion at the time an order is placed.
7. MSRP. Products shall only be sold at the MSRP set forth in this Agreement. In the event that Wholesaler chooses to place the Products for sale at a discount, the Wholesaler shall not discount the Products more than thirty percent (30%) below MSRP, without the express, written consent of Goodr.
8. Web Commerce. No Products shall be resold online by or through any website owned, operated or leased by Wholesaler or through any third-party on-line auction or online store (such as Ebay, Amazon.com, Wal-Mart or other related or similar sites) without the express, written authority of Goodr.
9. Product Warranty; No Modification. All sales to Wholesaler shall be subject to Goodr’s standard warranty as posted at goodr.ca at the time of the sale (the “Warranty”). Such policy may be amended by Goodr from time to time without notice. Wholesaler shall not, in any way, alter the Products without the prior written authorization of Goodr, nor extend any warranty nor make any representations regarding the Products other than those contained in Goodr’s then current Warranty.
10. Disclaimer of Warranty; Limitation of Liability. THE FOREGOING WARRANTIES CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND OR WARRANTIES REGARDING MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN OR REQUIRED BY LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE SUBJECT TO ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR CONTINGENT DAMAGES WHATSOEVER, WITH RESPECT TO CLAIMS MADE HEREUNDER OR BY ANY CUSTOMER OR USER OF THE PRODUCTS, OR OTHERWISE. IN NO EVENT WILL GOODR’S AGGREGATE LIABILITY TO WHOLESALER,FOR ANY DAMAGES ARISING FROM AND ALL CLAIMS RELATED TO THIS AGREEMENT OR THE PRODUCTS, REGARDLESS OF THE FORM OF ACTION, EXCEED THE TOTAL PRICE PAID BY WHOLESALER FOR THE PRODUCTS GIVING RISE TO THE ACTION.
11. Indemnification. Wholesaler shall indemnify and hold harmless and agrees to defend Goodr, and its members, managers, officers, directors, employees, agents, successors and assigns from and against all actual claims, losses, damages, demands, liabilities, obligations, penalties, actions or rights of action, judgments, suits, costs (including court costs and attorneys’ fees), expenses or disbursements of any kind or nature, resulting from any third-party claims asserted against Goodr related to or arising from Wholesaler’s actual or alleged breach of this Agreement.
12. Representations and Warranties. Each party represents and warrants: (i) that it has the full power and authority to execute and deliver this Agreement; (ii) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms; (iii) no consent, approval or authorization of any governmental authority or any third party is required to be obtained by such party in connection with such party’s performance of its obligations set forth in this Agreement including carrying out the transactions required or contemplated by this Agreement, or, if required, such consent, approval, order or authorization has been obtained by such party prior to the Effective Date.
13. Trademarks and Trade Names. “Trademarks” shall mean the marks, names, logos, and symbols (whether registered or unregistered) used by Goodr in connection with its advertising of the Products. Goodr hereby grants to Wholesaler a limited, non-exclusive, revocable, royalty-free license, coterminous with the term of this Agreement, to use the Trademarks in accordance with, and only for the purposes of fulfilling the purposes of this Agreement. Wholesaler acknowledges that it has no ownership interest or other right in the Trademarks except as expressly provided hereunder and that any use by Wholesaler of the Trademarks will inure solely to Goodr’s benefit. Upon the termination hereof, Wholesaler shall cease and desist from the use of the Trademarks and any and all names, marks, logos, or symbols similar. All Products sold by Wholesaler shall bear Goodr’s Trademarks. Such trademarks shall be affixed to the Products by Goodr and Wholesaler shall not remove or efface such trademarks by placing its own or other marks on the Products. If Wholesaler intends to place its own mark or trademark of another party on the Products for the purpose of corporate gifting it shall first obtain written permission from Goodr and shall provide Goodr with photo and samples, and in no case shall Wholesaler place marks near or close to Goodr’s Trademark or risk creating unity of marks. Further, the parties agree and understand that Wholesaler shall not use any of Goodr’s intellectual property including, but not limited to, its brand, product names, products, logo, photos, designs, and or drawings, in any way whatsoever.
14. Confidentiality. Goodr and Wholesaler recognize that the terms of this Agreement, and any confidential or proprietary information provided to the other party pursuant to this Agreement, are confidential and proprietary and neither party shall disclose such information to any third party. The parties further agree that each shall take all necessary precautions to prevent any such disclosure by its employees, officers, directors, representatives, agents or affiliates.
15. Use of POP Displays. The parties agree and understand that Wholesaler may not any use any Point of Purchase (“POP”) displays that have not been approved or consented to, in writing, by Goodr.
16. Use of Goodr.ca. If You are a Wholesaler and You either intentionally or unintentionally place an order through goodr.ca, please be advised that we reserve the right to fulfill the order without any further authorization from You. Moreover, in any such instance, please be advised that we will NOT apply the Wholesale Price to any of Products ordered.
17. No Returns or Exchanges. The Wholesaler agrees and understands that Goodr does not and will not accept the return of any of the Products purchased from Goodr for refund, credit exchange or for any other purpose.
18. No Consignment. The Wholesaler agrees and understands that none of the Products purchased from Goodr are, or will ever be, under consignment to any party without the express written consent of Goodr. The parties understand the none of the terms contained herein in this Agreement shall be construed as creating any sort of consignment relationship between the parties.
19. Term; Termination; Survival. Unless terminated as provided herein or by mutual written consent, this Agreement shall continue in full force and effect until terminated in accordance with its terms. This Agreement may be terminated as follows: (i) immediately, by either party, in the event the other party should materially fail to perform any of its obligations hereunder; and (ii) by either party, without cause, with ten (10) days prior written notice to the other party. Any and all provisions contained in this Agreement which by their nature or effect are required or intended to be observed, kept, or performed after termination of this Agreement will survive termination of this Agreement and will remain binding upon and for the benefit of the parties, including, but not limited to, those provisions and obligations in Sections 1 through 18.
20. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the State of California, without regard to its choice of law provisions. The parties agree that the state or federal courts located in Los Angeles County, California shall have sole and exclusive jurisdiction and venue over any action relating to this Agreement and the parties hereby consent to the jurisdiction of such courts.
21. Force Majeure. Neither party shall be considered to be in default as a result of its delay or failure to perform its obligations herein (except for payment obligations) when such delay or failure arises out of causes beyond the control of such party. Such causes include, but are not restricted to, acts of God, acts of war, fires, floods, epidemics, strikes, and unusually severe weather; but, in every case, delay or failure to perform must be beyond the control of and without the fault or negligence of such party.