Reseller desires to enter into this agreement, subject to the terms and conditions set forth below, to purchase the Products from CliC Goggles, Inc. (hereinafter “CliC”) for its marketing, distribution, and sale. For purposes of this Agreement, the term “products” shall mean any eyewear provided to Reseller from CliC including Slastik Eyewear (hereinafter “Slastik”).
CliC Goggles, Inc. owns the exclusive rights of both the CliC and Slastik tradenames and all CliC and Slastik patents, trademarks, designs, and logos (the “Licensed IP”) in North America. CliC has granted you a non-exclusive, non-assignable, right to use the Licensed IP in the ordinary course of your business, excluding the use in any URL. CliC reserves the sole right to utilize CliC and Slastik in their URL. (“License”).
The use of the Licensed IP is restricted to you, for and in your business of selling CliC and/or Slastik eyewear. This License shall remain in place for as long as you are an authorized Reseller for CliC. If that relationship terminates, for whatever reason, or no reason at all, this License will immediately end and all rights to the Licensed IP, including the use of the CliC and/or Slastik name, shall immediately cease. At the time of such termination, you agree to stop all use of the CliC and/or Slastik names and its Licensed IP. Notwithstanding anything contained in this Agreement, CliC shall have the sole and exclusive right to terminate this Agreement, with or without cause, by providing Reseller thirty (30) days’ notice of said termination. In the event that CliC elects to terminate the Agreement, CliC will either (1) authorize you to sell through your current inventory or (2) buy back any outstanding inventory, at cost.
CliC “products” are to be sold in retail stores and authorized proprietary websites only and must follow CliC brand guidelines. CliC “products” that are purchased for resale in the USA can only be sold and/or shipped in the USA. Selling or shipping to any other countries is prohibited and any Resellers found doing so will lose their Reseller status.
CliC “products” are not to be sold on any online marketplace (Amazon, Ebay, Walmart.com, Kohls.com, Target.com, Macys.com, Best Buy.com, Bonanza.com etc.) without separate approval and written agreement. CliC has discretion to seek penalties and may immediately terminate any oral and/or written agreements if violated. The wholesale cost for Resellers offering products through online marketplaces may be higher than the standard wholesale pricing.
Reseller must adhere to the published minimum advertised pricing (MAP), published specifications, and published warranties at all times. Reseller must receive written authorization before offering any discounted pricing that is below MAP. Reseller may be subject to penalties if prior authorization is not received.
For any purchases, the agreement of the Parties with respect to any individual transaction shall be set forth in a Purchase Order issued and accepted in accordance with this Agreement. It is the intent of both Parties that, unless otherwise specified, the terms and conditions set forth in this Agreement apply to all Purchase Orders.
Reseller has the right to carry other merchandise; however, they are NOT allowed to carry any other eyewear that has a front magnetic closure, with the exception of CliC and Slastik “products”. By doing so, Reseller will be held liable for any financial damages incurred by CliC.
Supplier shall provide a warranty period of six (6) months for manufacturer’s defects from the date of sale.
Reseller acknowledges that these terms are material and a condition precedent to this Agreement and any failure by Reseller to adhere to these terms or any breach of these terms by Reseller will be grounds for immediate termination by Supplier of this Agreement in addition to all other legal remedies Supplier may have against Reseller.
CliC reserves the right to unilaterally modify the terms of this Agreement at any time. Furthermore, Reseller agrees to be subject to the jurisdiction of state or federal court in Wisconsin.