The terms below will govern the retail sales of merchandise relating to Punch Gunk,LLC (Seller) to Customer/Reseller (as agreement by recognition of these terms and conditions) for sales in connection with Punch Gunk topical pain relieving lotion and future products (Merchandise) developed by Punch Gunk, LLC.
1.Licensed Retailer. All Customers/Resellers are state licensed retailers and collect and pay required state sales taxes.
2.Prices and Payment.
2.1 Prices. Merchandise prices and minimum order quantities of Merchandise are set forth on Schedule A. Seller may change wholesale prices upon no less than Notice of price change period [five (5) days] prior notice to Customer.
2.2 Purchase Orders. Customer must submit written or digital purchase orders for the Merchandise no later than ten (10) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received fewer than ten (10) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Customer). All orders are processed subject to availability.
2.3 Payment. All online Merchandise purchases are immediate payment via credit card or online payment system. Customers with pre-approved credit will be invoiced for Merchandise orders and payment is due within Invoice Due date [thirty (30) days] of invoice date. Late payments incur a finance charge of two percent (2%) of the unpaid invoice balance per month, starting Time when finance charge/late fee kicks in [thirty (30) days] after the due date. Seller may withhold fulfillment of Customer’s additional purchase orders until past due payments, including any finance charges, are received in full.
2.4 Refund or Buy-back. Within Refund Time Limit of the conclusion of the Term, Credit Customers may return any unsold Merchandise item(s) in original condition to Seller for a full refund of the invoice price of such Merchandise item(s) (or for credit to any outstanding invoice). Customer shall bear the cost of shipping, handling and insurance for returned Merchandise.
3. Shipping. Customer will be responsible for all Merchandise shipping and handling expenses, including (where applicable), customs clearance, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Customer must notify Seller of any claimed shipping error or damage within Time limit to notify of error or damage [five (5) days]of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer’s claim for incorrect or damaged shipments.
4. Returns. Within 10 days of Customer’s receipt of Merchandise, Customer may return (i) Merchandise that does not conform to Seller’s product specifications or (ii), Merchandise damaged or shipped incorrectly if notice of condition is given within Time limit to notify of error or damage [five (5) days] of receiving the merchandise. Returns will be credited to Customer’s account or replaced.
5. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF CUSTOMER.
6.Minimum Advertised Pricing (MAP).
6.1 Pricing. In recognition of the investment in time and resources required for our high-quality products and to provide the level of customer service and product knowledge expected from our customers, Punch Gunk, LLC is committed to enforcing policies which allow our resellers to maintain high profit margins through the sale of our products. Punch Gunk, LLC has an established Minimum Advertised Price (MAP) Policy that an Authorized Reseller must follow for the advertising and marketing of Punch Gunk, LLC products. All Authorized Resellers must agree to the terms and conditions of the following MAP Policy.Customers agree to Minimum Advertised Pricing as set forth by Seller.
All advertised prices must be at or above MAP for all Punch Gunk, LLC products.Resellers are not required to list prices in advertising. If a price is listed in an advertisement, it must be at or above MAP. Other statements such as “call for price” or “call for quote” are acceptable and permitted. Resellers are also responsible for ensuring their Mount pricing is at or above MAP on internet search engines. Resellers are free to set the actual resale price of any product as long as it is at or above MAP price given the most recent publication of the price list. Punch Gunk, LLC’s MAP policy for all Punch Gunk products apply to advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons.
From time to time, Punch Gunk, LLC may permit resellers to advertise MAP Products at prices lower than the MAP price. In such events, Punch Gunk, LLC reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.
6.2 Online Sales. Resellers are welcome to sell Punch Gunk, LLC products via online retail outlets, either through their own online retail identity or third part sellers (i.e. EBay, Amazon) Resellers who provide product and sell via third party online identities are responsible for enforcing the MAP pricing policy as detailed in section 6.1.
7. Export & International Sales. Under FDA, FDCA & CFR regulations resellers located in the United Sates are not authorized to resell FDA OTC Monograph drugs to individual persons overseas (not located in the continental United States including Hawaii and Alaska), to foreign distributors, importers or business entities.
Retail sales of Punch Gunk, LLC products are limited to the continental United States including Hawaii and Alaska.
Resellers who are found to have sold Punch Gunk, LLC products to to individual persons overseas (not located in the continental United States including Hawaii and Alaska), to foreign distributors, importers or business entities are subject to Federal Investigation.
8. Buyer-Seller Relationship. The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
8.1. Governing Law; Dispute Resolution. This agreement shall be governed by Governing Law of the State of California. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in City where you would want to arbitrate [New York, New York] in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in Los Angeles, California, USA.
I have read this agreement and authorized my understanding.
Schedule A
Price List
Wholesale Price 10 units $72.50
MAP per unit $14.50
