Version Date: 06/20/2022
This Wholesale Agreement (hereinafter, the “Agreement”), is made and entered into by and between Chilled Tech, LLC (hereinafter “Wholesaler”), and “Retailer” (hereinafter, “Retailer”). Retailer wishes to sell and promote the products offered by the Wholesaler in their physical and/or online store.
Wholesaler and Retailer Responsibilities: Retailer must maintain a current business license certificate (or state equivalent) on file and provide a copy along with Tax ID, to Wholesaler. Retailer must have either a functioning e-commerce website that is owned by the entity applying for the wholesale account and/or a brick & mortar store proof (e.g., a picture and physical address). Wholesaler will deliver inventory to the Retailer, as agreed. Wholesaler is not involved in the actual transaction between the Retailer and the end customer. Retailer will be responsible for providing exemplary customer service to all actual and potential customers, including taking reasonable measures to respond to all customer inquiries. Wholesaler is not the agent of either the Retailer or the end customer.
Representation of Product: Wholesaler retains all rights to all images of products provided and retains the right to prohibit the use of any and all images provided. Retailer may not use any of the images contained within the provided photos for any other purpose other than to gain sales. Retailer may not use any images provided in any other medium than in or on the specified website, advertising materials or store without prior written consent of Wholesaler. Retailer may not alter (e.g., crop, change background colors, add text) provided photos other than to size appropriately for website and marketing materials. Retailer must describe the product in the appropriate category and may not represent the product in other categories or for other uses, without prior authorization from Wholesaler.
Product Modifications: Products may be combined with and into any package, assembly or derivative product at the discretion of the Retailer. This includes bundling products with other third-party products.
Excluded Products: Wholesaler reserves the right to exclude any products, either from its catalog of products or third-party products being resold by the Wholesaler, at its sole discretion. Excluded products will be exempt from Retailer rate pricing, but may still be purchased at the listed retail price.
Storage of Product: Retailer agrees to store unopened products in a clean, dry, smoke‐free location.
Minimum Order Requirements: There is no minimum order requirements for most products. Some products do have a minimum quantity to order. Retailer is responsible for all shipping fees. Wholesaler offers free shipping on orders of $300 or more in the lower 48 states.
Web Commerce: Wholesaler strictly prohibits re-selling of all products on 3rd party sites (e.g. Amazon.com, Ebay.com, Walmart.com etc.). No products purchased from Wholesaler shall be resold by Retailer through any location other than Retailer owned URL or brick and mortar store unless prior written consent has been obtained from Wholesaler. If Retailer resells via prohibited 3rd party, wholesaler and Retailer relationship will be terminated.
Billing: At this time, the Wholesaler is not extending credit terms. All orders must be accompanied by payment in full. You may order inventory from Wholesaler using ACH or Wire Transfer, Check & Money Order, Credit Card or PayPal payment. Due to the discounted nature of wholesale pricing, Credit Card and Paypal payments will include a 3.5% surcharge to cover the transaction fees.
Sales and Tax: Retailer agrees that it is the sole responsibility of Retailer to collect, report and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Wholesaler’s products. Retailer further agrees that Wholesaler is not obligated to determine whether a sales tax applies and is not responsible to collect, report or remit any tax information arising from any wholesale transaction.
MAP – Minimum Advertised Price: MAP pricing is established by Wholesaler and may be adjusted by Wholesaler at its sole discretion. The Manufacturer’s Suggested Retail Price (“MSRP”) and Minimum Advertised Price (“MAP”) for Wholesaler’s products are as set forth in each product’s current Wholesale Price List. This MAP policy applies to all advertisements of Wholesaler’s products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, internet or similar electronic media, internet auction sites, television, radio, public signage and in-store advertising.
Discounts: The maximum allowable discount that can be applied to MAP via coupon code or any other method is 5% off current MAP published on our website.
Retailer is required to advertise Wholesaler’s products at full retail price as to not compete with Wholesaler’s online, wholesale and distributor pricing. (See your wholesale account store for retail pricing). Retailer can, at any time, advertise promotional discounts with Wholesaler’s products. A promotional discount is described as a temporary percentage or amount subtracted from the full retail price, not to exceed the minimum advertised price (MAP), should be advertised as such and cannot exceed a promotional period of greater than 30 days. Any Retailer that does not display promotional discounts as described above or if Wholesaler determines that the Retailer is competing in a manner that creates a conflict for any reason, Wholesaler can terminate this Wholesale Agreement immediately.
Shipping: Demand for ChilLED Tech products is very high. We strive to have all orders for instock items shipped within 5 business days but this could vary depending on quantity ordered and your place in our order queue.
Notice of Defects: Retailer is responsible for inspecting the merchandise upon receipt. Any merchandise with visible damage must be noted to the delivery service upon receipt in the Retailer’s warehouse. Retailer shall notify Wholesaler in writing within 5 days of Retailer’s receipt of the merchandise of any claims for damages resulting from any defect in the merchandise discovered by Retailer, including, without limitation, claims related to shortages, quality, or specification. Wholesaler shall not be responsible for shortages when shipments are directed or drop shipped to a third party other than the Retailer.
Returns: Wholesale sales are considered final. We will accept returns on undamaged products with a Return Merchandise Authorization (RMA). Returns up to 60 days from invoice will be charged a 20% restocking fee. We will not accept returns without a RMA, or after 60 days from invoice date. This policy includes order delivery refusals. Please contact Customer Service for more information or to obtain a RMA. We strive to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects during the first 30 days after sale, we will work with you to find a resolution.
Changes to Pricing & Products: Prices are subject to change without notice. All merchandise will be shipped at the prices in effect at the time of shipping. The Wholesaler reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability.
Confidentiality: Wholesale prices and price lists of the Wholesaler’s products are confidential, and for the use of the Retailer only. Publishing or revealing the wholesale pricing of the Wholesaler’s product line outside of the business of the Retailer is strictly forbidden without prior written consent from the Wholesaler. Failure to preserve the Wholesaler’s confidentiality in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Retailer. The Wholesaler reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.
Disclaimer of Warranties: Wholesaler cannot guarantee variances in color or shade of product or packaging. Wholesaler hereby disclaims all express and implied warranties, including, without limitation, implies warranties of merchantability and fitness for particular purpose. All such warranties are hereby disclaimed and excluded from any and all transactions between Retailer and Wholesaler and shall not apply to products sold by Retailer.
Limitation of Liability: Retailer acknowledges that the Wholesaler shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if Wholesaler has been advised of the possibility of such damages), or personal injuries or death resulting from use or sale of the Wholesaler merchandise.
Responsibility: Wholesaler is in no way responsible or liable for the success of the Retailer’s website or store, the accuracy, or legality of its content and operation. Further, the Retailer has independently evaluated the desirability of participating in the Wholesaler’s Wholesale Program and is not relying on any representation, guarantee or statement other than set forth in this agreement.
Right to Modify: Wholesaler retains the right to modify this agreement at any time.
Termination for Inactivity: In the event Retailer has no transactions for a period of one hundred and eighty (180) consecutive days the Wholesaler may immediately terminate this Agreement by written notice to Retailer.
Force Majeure: Neither Retailer nor Wholesaler shall be liable to the other for delays in performance of its obligation hereunder caused by acts of God, war (declared or undeclared), government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party’s control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under this Wholesale Agreement, in whole or in part.
Use of Materials: All materials published on the Wholesaler’s website, packaging and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by Wholesaler or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under the United States copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. No material from this website or any website owned, operated, licensed, or controlled by Wholesaler, product packaging, or other promotional documentation may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You acknowledge that you do not acquire any ownership rights by downloading, printing or reproducing any copyrighted material. The use of any such material on any other website or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary to Wholesaler or the other designated owner of a posted mark.
Non-disparagement: Retailer agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of ChilLED Tech, its employees, directors, and officers. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients.
Miscellaneous: These terms and conditions of Wholesale Agreement constitute the entire agreement between Wholesaler and Retailer, superseding any prior agreements between Wholesaler and Retailer. The failure of Wholesaler to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.
Jurisdiction: Any transactions between the Wholesaler and the Retailer are governed by the laws of Washington State. To the extent that any court proceedings are commenced, the Retailer and any Guarantor hereby consent to the jurisdiction of the courts of Snohomish County, for any claims or controversies arising in the sale of products by the Wholesaler to the Retailer. The Wholesaler also reserves the right to sue the Retailer or its Guarantor in the province or state of its domicile. However, the foregoing shall not in any way diminish or limit the arbitration provisions set forth below.
Agreement to Binding Arbitration: Wholesaler and Retailer agree that upon the demand of either party, any claim or dispute between Wholesaler and Retailer and/or any of either parties’ parent corporation’s, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives (“Agents”), shall be determined by binding arbitration as set forth in this Agreement. Wholesaler and Retailer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.
Knowing and Voluntary Consent to Binding Arbitration and Waiver of Rights to Jury Trial: Wholesaler and Retailer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. Wholesaler and Retailer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.
Costs of Arbitration: The Parties shall each bear their own costs and attorney’s’ fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorney’s’ fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.
Amendments: These terms and conditions may be amended or replaced from time to time by Wholesaler. Any order placed by Retailer after such amendment is made will represent an agreement by Retailer to be bound by the amended terms and conditions.
Agreement and Acknowledgement: Retailer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.
19224 62nd Ave NE
Arlington, WA 98223