ITEMS PURCHASED. Seller agrees to offer to Retailer for sale lash supplies in accordance with the terms and conditions of this non-exclusive Agreement:
PRICING AND ORDERS. Goods will be ordered at 20%, 30% or 35% off regular pricing depending on the level of agreement mutally agreed and signed upon. The discount cannot be combined with any other sales, or discounts. The discount is contingent on the Purchaser meeting a minimum purchase amount per month of $200-$250, $500-$550, or $1000-$1050 depending on the level of agreement mutally agreed and signed upon before discount is applied.
SALE OF PRODUCTS. The Seller agrees to sell Goods at the prices indicated herein in accordance with order procedures as may be reasonably communicated by the Seller from time to time. The Seller may amend prices upon notice to Retailer, provided any such amendment shall reflect similar prices applicable to the Goods and contemporaneously offered to other retailers similarly situated.
TAXES. The parties agree that payment of any taxes levied on the Goods will be made at the time of purchase as appropriate and without limitation federal, state, local, use or similar taxes.
PAYMENT. Goods shall be selected and payment shall be made through the AW Lashes website www.awlashes.com due upon time of order.
DELIVERY. Seller will arrange for delivery, based on the delivery method chosen by the Purchaser.
WARRANTIES. Purchasers shall be entitled to any manufacturer warranties generally offered in connection with the products, subject to their terms and enforceability. AW Lashes warrants that the Goods shall be free of substantive defects in material and workmanship.
AW LASHES SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF AW LASHES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INSPECTION. The Purchaser, upon receiving possession of the Goods, shall have a reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. If the Purchaser, in good faith, determines that all or a portion of the Goods are non-conforming, the Purchaser may return the Goods to the Seller at the Seller's expense. The Retailer must provide written notice, and photographic proof of the defects to the Seller within 7 days from delivery of goods.
INTELLECTUAL PROPERTY. The Purchaser shall obtain no right, title or interest in or to any of the proprietary rights of the Seller, Goods manufacturers or their licensors, including without limitation, rights in or to the trademarks, trade names, slogans, logos, copyrights and patents owned, registered, pending registration or used by any of them. Any such use of such intellectual property shall be by prior written consent and according to policies and guidelines communicated by the Seller.
TERMINATION. This Agreement is perpetual but may be terminated as to any party, for or without cause, upon 30 days written notice to the other.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
The failure to purchase the minimum amount in any given 30-day time period.
Discount is not transferable to another purchaser outside of this agreement. Any violation of this contract is grounds for termination of discount.
The failure to make available or deliver the Goods in the time and manner provided for in this Agreement
REMEDIES ON DEFAULT. In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within 30 days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.
FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or supplier failures.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
CONFIDENTIALITY. Both parties agree to treat all information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of The United States of America.