IMPORTANT – PLEASE READ THIS ENTIRE AGREEMENT. YOU ARE AGREEING TO ARBITRATE ALL CLAIMS AND NOT TO PARTICIPATE IN ANY CLASS ACTIONS. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.
- Supplier owns the formula of the Ready to Label products to be incorporated into the Customer Products. Customer is granted a fully paid up, sub-licensable, license throughout the Universe to market and sell the Ready to Label products as the Customer Products through the earlier of termination or expiration of this Agreement.
- Supplier acknowledges and agrees that Customer shall have the sole rights (including without limitation profit and ownership) to market, sell and distribute worldwide the Customer Products under Customer’s name and trademarks through all channels. Supplier agrees to provide Customer with all reasonable information requested by Customer in connection with Customer’s use, marketing, sale and distribution of the Customer Products.
- All “First Orders” for a Customer Product require up to a 6-8 week lead time for delivery. Reorders of Customer Products require up to a 4-week lead time for delivery.
- All online First Orders and Reorders are non-refundable. In Supplier’s sole discretion, credit terms may be available after good history is established.
- Customer shall be subject to minimum order requirements of 24 filled and labeled units per SKU and/or 1 Gallon for bulk product orders. Unless provided for in writing, Supplier shall not be required to maintain an inventory of any finished Customer Products.
- Supplier shall be responsible for designing and delivering all product description, suggested use, and product ingredient labeling to be affixed to the back of the Customer Product packaging (“Back Labeling”). Back Labeling cannot be modified by Customer and is not subject to Customer approval. Supplier will inform Customer of relevant design submission dates to coordinate Customer Product production and delivery time schedules with “Customer Product Label” production and packaging. Upon Customer approval, all labels for Customer Products must be printed in-house by Supplier. No third-party printed labels will be accepted by Supplier. Customer shall pay a one-time art-work fee in the sum of $150.00. Customer shall also pay a one-time label set up fee of $75 per label SKU. Label printing prices are on the Ready-to-Label Order Form.
- Customer Designed Labels. Customer may design its own Customer Product Labels. Customer must submit its label design(s) in an “ai” file format, including fonts, for approval by Supplier. Supplier will accept, reject, or modify the Customer Product Label design(s) and deliver the final design as a pdf to Customer for final approval by Customer. Upon request, Supplier will provide blank label templates for Customer use in designing its Customer Product Labels.
- Supplier Template Designs. Customer may request that Supplier design the Customer Product Label(s). Supplier will provide six pre-designed label templates for selection by Customer. Customer shall provide the product name, and logo or art. All logo or art for the pre-selected label template must be provided in high resolution to Supplier. Supplier will deliver the final Customer Product Label design(s) design as a pdf to Customer for final approval by Customer.
- Title to Customer Products will transfer to Customer upon receipt of payment of the sum identified in the Final Invoice. Risk of loss for Customer Products will transfer to Customer when Customer Products are packaged and loaded for shipment, FOB Ground, Supplier’s warehouse.
- Customer agrees to defend, indemnify, and hold harmless Supplier, its owners, employees, representatives, and affiliates for and against any claims and damage awards for an intellectual property infringement arising out ofCustomer’s use of a Customer Product name, logo, or art. Supplier and Customer shall each maintain throughout the term of this Agreement policies of insurance with minimum coverage limits of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, and shall provide Certificates of Insurance to the other party upon request.
- Supplier warrants, for the time period described below, that all Customer Products will be free from any defects in workmanship, materials or design. Supplier's product warranty stated above will be effective for two (2) years from the date Supplier delivers such Customer Products to Customer. If Customer rejects any Customer Products for failing to comply with the product warranty above, Customer will notify Supplier, and upon good faith investigation and determination by Supplier that the Customer Product is defective, Supplier will, at Supplier’s option, immediately reimburse Customer by check for the full Invoice amount of such defective product or replace at Supplier's expense the defective Customer Product with a comparable substitute product acceptable to Customer. Supplier shall not be liable for any damages suffered by Customer including general, special, and exemplary damages in any sum greater than the sum of the Order for the Product forming the basis of the claim.
- Unless sooner terminated as set forth herein, this Agreement will commence on the Effective Date set forth above and will continue for an Initial Term of 2 year(s) from the Effective Date.
- Upon expiration, this Agreement will renew automatically for successive one (1) year periods ("Successive Terms") unless one party provides the other with written notice of termination at least ninety (90) days before the end of the Initial Term or any one (1) year Successive Term.
- Supplier can terminate this Agreement without notice, effective immediately, upon the occurrence of any of the following events: (i) Customer becomes insolvent or is liquidated or dissolved or its assets are assigned; or, (ii) Customer is given three (3) or more notices of being in material violation of the same term or requirement of this Agreement within any twelve (12) month period, whether or not such defaults are timely cured after notice.
- Upon termination or expiration of this Agreement, each party will return all Confidential Information of other party and destroy all related notes, materials, etc. Supplier will discontinue use of all "Marks" or other Intellectual Property of Customer.
- This Agreement is binding on parties and their successors and assigns. California law governs this Agreement and any action arising from or related to it. Each party hereby agrees that venue for actions arising out of this Agreement, or the business relationship created hereby shall only be proper in San Diego County, Northern Division of the Superior Court. Provisions which by their nature are intended to survive termination of Agreement will survive. Supplier is an independent contractor in performing this Agreement and has no authority to make commitments for Customer. No modification or waiver of the rights and obligations contained herein, shall be effective as against the other party unless such modification or waiver is in a writing signed by the Parties. The person executing this Agreement on behalf of an entity acknowledges and affirms that they are a duly authorized signatory on behalf of said entity.
- Performance by either party is excused for up to 30 days if such party is precluded from performance by acts of God, laws, labor disputes or similar causes beyond party's reasonable control. If a force majeure event continues for 30 or more days, the party not invoking this clause may terminate this Agreement upon 30 days' written notice to the other party.