VENDOR AGREEMENT
This Vendor Agreement (this “Agreement”) is entered between Almond Clear LLC, (“Almond Clear,” “we,” “us,” “our”), and the undersigned business (the “Company,” “you,” “your”) (for purposes of this Agreement, Almond Clear and the Company may be referred to each as a “Party” and together as the “Parties”).
IN GENERAL
We will provide you with a line of Almond Clear products (as you ordered under this Agreement) for sale through your wholesale distribution network. This Agreement includes terms that govern our relationship with you and the Almond Clear products you order from us, such as product pricing, packaging, and merchandising (in some cases).
TERM AND CANCELLATION
The initial term of this Agreement will begin on the Effective Date and continue indefinitely or until the contact is canceled by either party.
You or we may terminate this Agreement for convenience, at any time and for any reason, by giving the other Party at least sixty (15) days advance written notice of termination. Further, if either you or we breach a material term of this Agreement and fail to cure that breach within thirty (5) days after receiving written notice of such breach from the other Party, such other Party may immediately terminate this Agreement.
ORDERING INFORMATION
You agree to place your orders for Almond Clear products under this Agreement via email to: hello@almondclear.com.
WHOLESALE SALES POLICIES
You agree to comply at all times with the Almond Clear Wholesale Sales Policies. in effect from time to time, the current version of which will be posted and available on our website at https://almondclear.com/pages/wholesale-sales-policy (our “Wholesale Sales Policy”). For your convenience, a current version of our Sales Policies is also attached to this Agreement. We may update our Sales Policies from time to time, and you will be responsible for complying with any updates to our Sales Policies when they are posted to our website (or otherwise provided to you).
SOCIAL MEDIA
Connect with Almond Clear on Instagram at @almondclearskin. Almond Clear frequently shares posts that we are tagged in, so if you post about Almond Clear (in accordance with our Sales Policies), please tag us. Please direct all social media inquiries to hello@almondclear.com.
SHIPPING
You acknowledge that many of our products are sensitive to extreme temperatures. You will be responsible for all shipping costs associated with your order(s), including any costs relating to temperature control during summer months. We will use reasonable efforts to ship your products with the most efficient and affordable method possible (typically through USPS). Please ensure that you are available during weekdays to receive shipments and avoid any unnecessary exposure to the elements.
Shipping insurance can be added upon the request of The Company. Unless The Company requestes that insurance is added, all shipments will be sent without shipping insurance.
PAYMENT
Invoices are due immediately upon receipt unless we have made other arrangements with you in writing (which we may determine on a case–by–case basis). Under certain circumstances, we will allow for net 30 payment terms, as long as we have agreed to those terms in writing. To pay with a credit card, you will be billed via PayPal. A 2.5% processing fee will be included for paying with credit card. You can also remit payment via wire transfer. There are no added fees when paying via wire transfer.
In the event we do not receive your payment within [10] days of the due date, we may apply a 5% late fee to the total amount of your unpaid invoice and/or put a hold on your order(s). You understand and agree that, in addition to the termination rights described above, if you fail to pay your invoice(s) when due, we may terminate this Agreement, in which case all outstanding amounts you owe us will be immediately due. We may also pursue other legal remedies to recover such amounts.
PRODUCT LINES
We are extending access to a specific “wholesale” line of Almond Clear products to you under this Agreement. However, you understand and agree that we may add, discontinue, or stop fulfilling orders for certain products at any time in our sole discretion. You acknowledge and agree that your orders under this Agreement may involve products in our most recent catalog or new Almond Clear products currently in production or in the future. If at any time we discontinue any particular product(s), you may continue to market and sell such discontinued product(s) that are in your possession for a sell-off period not to exceed [90] days, after which you agree to cease any further marketing or sales related to such discontinued product(s) (and you agree to properly dispose of any remaining discontinued product(s)). In addition, if at any time we recall any particular product(s), you agree to immediately cease any further marketing or sales of any such recalled product(s) and to fully cooperate with us in connection with any such recall (e.g., returns, disposals, etc.).
MAP PRICING
This policy protects the Almond Clear product line and our network of retailers and wholesalers. The Almond Clear MAP applies to, but is not limited to, digital advertising, print advertising, direct mail, websites, social networks, and peer sales. Our current MAP policy can be found at https://almondclear.com/pages/map-policy.
Your minimum advertised price (MAP) must be equal to or greater than Almond Clear’s Manufacturer Suggested Retail Price (MSRP) on every product. Any discounting that results in a net advertised price on any Almond Clear item through rebates, coupons, percentage discounts, or any other manner will be considered noncompliant to MAP policy.
In the event that Almond Clear receives information that a party is advertising an Almond Clear prodigy below MAP, Almond Clear will contact the party in non-compliance. Once Almond Clear has contacted the party, the pricing must be corrected within three business days. If the advertised pricing has not been corrected in three days, Almond Clear will cease to supply the party and/or distributor.
Almond Clear reserves the right to modify, adjust, or suspend this MAP policy at any time. Such changes will apply equally to all resellers.
PACKAGING
Almond Clear products will be bottled, labeled, and packaged for immediate delivery to your customers and clients.
PRICING
Our pricing on all Almond Clear products is based on our retail/wholesale pricing model. In certain cases, you may have access to new product releases and/or roll–out pricing. All pricing is based on the U.S. Dollar. Wholesale pricing can be found at https://almondclear.com/pages/wholesale-pricing.
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other that: (1) such Party has the capacity and authority to enter into this Agreement; (2) the person signing on behalf of such Party has been duly authorized to do so; (3) this Agreement is binding upon such Party and will not violate the terms of any other agreement, judgment, or court order by which it is bound; (4) to such Party’s knowledge, there is no proceeding or pending or threatened lawsuit that may have a material adverse impact on this Agreement or its ability to perform under this Agreement; and (5) such Party has not withheld any information that is required for the effective performance of this Agreement, and all information it has provided to the other Party is complete and accurate to the best of its knowledge.
CONFIDENTIAL INFORMATION
You understand that, in connection with this Agreement, you might come into possession or learn of certain information that is proprietary or confidential to Almond Clear, regardless of whether it is marked or otherwise identified as confidential (our “Confidential Information”). If this occurs, you agree to hold our Confidential Information in strict confidence at all times and not to disclose such Confidential Information to third parties or to use such Confidential Information for any purposes whatsoever, except to the minimum extent necessary under this Agreement. To the extent your employees or agents come into possession or learn of our Confidential Information, you agree to cause such employees or agents to treat our Confidential Information in accordance with the foregoing, and you will remain responsible for any breach of this Agreement by any of them.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Almond Clear and our directors, officers, employees, and agents from and against any and all liabilities, losses, damages, and costs (including reasonable attorneys’ fees) (“Losses”) suffered or incurred by any of them as a result of any claim, demand, action, suit, or judgment resulting from or arising out of: (1) a breach of this Agreement by you; (B) your negligence, recklessness, or willful misconduct; (C) the personal injury and/or death of any individual in connection with any Almond Clear products that you alter, modify, or improperly handle; and/or (D) the infringement or misappropriation of any intellectual property rights relating to your marketing and/or promotion of Almond Clear products; provided, however, this indemnification obligation will not apply to Losses to the extent resulting from: (Y) a breach of this Agreement by us; or (Z) our negligence, recklessness, or willful misconduct.
INTELLECTUAL PROPERTY
You understand and agree that you will not, by this Agreement, obtain any right, title, or interest in our trademarks or other proprietary and that, except as specifically authorized under this Agreement, you have no right to use, refer to, or incorporate in marketing or other materials our name, logos, trademarks, designs, identifications, copyrights, or other proprietary property, all of which will remain our intellectual property.
LIABILITY
YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL OUR LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT YOU HAVE PAID US UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; PROVIDED, HOWEVER, THIS LIMIT WILL NOT APPLY TO THE EXTENT SUCH LIABILITY IS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
COMPLIANCE
The Company is responsible for ensuring compliance with all laws, rules, and regulations in the authorization location(s) and for obtaining any necessary licenses.
GOVERNING LAW AND ARBITRATION
This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of law principles. You and we agree that any dispute, controversy, or claim arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The number of arbitrators will be one that is agreed to by both Parties. Arbitration will be in Portland, Oregon. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The Parties agree that arbitration by the AAA will be the final and binding resolution.
ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding between the Parties. It supersedes any prior or contemporaneous written or oral agreements, representations, or warranties between the Parties respecting its subject matter.
AMENDMENTS
Unless otherwise indicated, this Agreement may be amended only in writing, signed by both you and us.
SEVERABILITY
If any term or provision of this Agreement is held invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.
HEADINGS
The headings of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against either Party.
RIGHTS CUMULATIVE
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either Party shall not preclude or waive its right to exercise any or all other rights and remedies.
WAIVERS
No failure of either Party to exercise any right, power, or privilege under this Agreement shall constitute a waiver of any other right, power, or privilege. All waivers by either Party must be contained in a writing and signed by such Party.
NOTICES
All formal notices relating to this Agreement from a Party must be in writing and delivered personally, by overnight delivery service, or by first-class prepaid mail with return receipt requested to the other Party’s address set forth below such Party’s signature block. Either Party may change its address for notice upon written notice to the other Party. Any notice will be effective upon receipt by the Party to which such notice is addressed.