This Sales Agreement ("Agreement") is made and entered into on this day, Day, Month, of Year, by and between PEAG LLC DBA JLab Audio., ("JLab") and Reseller Business Name ("Reseller"), operating from or having its principal place of business at Reseller Main Business Address.
1. Definitions
"Reseller", for purposes of this Agreement, shall be defined as an individual, corporation, partnership, or other entity, or any subsidiary or branch office, which desires to purchase from JLab certain electronic audio or other products ("JLab Products").
2. Acknowledgement
Reseller agrees to follow the "Rules for Reselling" below at all times while this agreement is in effect. Reseller agrees that failure to comply with the "Rules for Reselling" will result in the termination of Reseller's right to purchase and resell JLab Products.
3. Rules for Reselling
The following rules shall apply to Reseller for the duration of the term of this agreement. Reseller agrees to have read, understood, acknowledged, and accepted all of the following rules:
A) Intellectual Property - All Product names, trademarks, patents, technology, images and other intellectual property belonging to JLab. JLab will provide relief to reseller to use the marks upon approval.
B) Marketing Material - For the purpose of marketing and selling JLab Products, Reseller will only use product images, product specifications and features, and intended product uses provided by JLab or in product updates supplied directly by JLab.
C) Right to Audit - WEB: Reseller agrees that JLab has the right to audit any of Reseller's marketing materials, web sites, web pages, web store listings, and product announcements regarding JLab Products at any time, and Reseller further agrees to accept and institute any changes, revisions, and / or modifications made by JLab either verbally or in writing within 48 business hours from the time that JLab notifies the Reseller of the changes to be made. JLab will make an effort to accommodate reasonable delays by Reseller in making changes if the changes are insignificant and so long as the material to be changed is not injurious to JLab or JLab's business. PRINT: Reseller agrees that JLab has the right to audit any of Reseller's marketing materials, catalogs, mailers, etc. regarding JLab Products at any time. Reseller further agrees to accept and institute any changes, revisions, and / or modifications made by JLab either verbally or in writing in the next printing of said materials.
D) Payment Terms – All invoices are to be paid in full prior to shipment of goods via the online portal and paid via Credit Card.
E) Termination - Reseller agrees that JLab retains the right to terminate this agreement at any time and for any reason within 30 days’ notice. Reseller further agrees that if either party terminates this agreement for any reason, this agreement shall remain in effect as it applies to the Reseller until the Reseller has sold all of their remaining JLab Products.
F) Single Item Sales - Reseller may only market and price JLab Products as single units, with 1 (one) price for 1 (one) product. For instance, Reseller may not offer a special price for 2 (two) or more of any JLab Products or combination of JLab Products, unless prior written approval is given by JLab.
G) Retail Only - Reseller may neither wholesale nor distribute any JLab Product to any other reseller. Reseller may only sell JLab Products through retail to the end customer in a physical brick and mortar location.
H) Reseller Marketplace - Reseller MAY NOT, under any circumstance or at any time, under the business name stated on this agreement or under or through any other business, sell any JLab Product on any online Reseller Marketplace, including but not exclusive to eBay, Amazon and Walmart. If Reseller violates this rule, JLab will notify Reseller and Reseller agrees to immediately pay a penalty in the amount of US$10,000 to JLab Audio per violation listing of each item for sale.
I) Other Online Auction Sites - Reseller may only list, market, auction, or sell JLab Products on online auction or marketplace sites with prior written permission from JLab and at a starting price that is no less than the "Minimum Retail Price" as stated in the "Minimum Retail Pricing Structure" specified by JLab in this agreement.
J) Pricing - Reseller agrees to strictly adhere at all times to the retail pricing structure for all JLab Products as set forth by JLab. In no case may the Reseller sell JLab Products for less than the "Minimum Advertised Price" as stated in the "Confidential Wholesale Pricing" specified by JLab or specified in writing by JLab. Changes or differences to the minimum prices set forth below that occur on www.jlabaudio.com, in any JLab marketing, or by other resellers do not constitute changes to the "Minimum Advertised Pricing" as set forth in the "Confidential Wholesale Pricing".
K) "Minimum Advertised Pricing" - as set forth by JLab for all business engaged in by the Reseller is outlined in our confidential price sheet and must be adhered to at all times.
L) Confidential Information - Any information shared with Reseller by JLab, including this agreement, prices, pricelists, future product notices, and other information stated as confidential by JLab shall not be disclosed by Reseller to any party outside of Reseller’s company.
M) Returns - The return policy for all orders placed by Reseller shall be 30 days from the order date. Acceptable reasons for return shall be limited to defective products or incorrectly fulfilled orders. If items are returned in unopened original condition without packaging damage, Reseller’s purchase price will be refunded minus all shipping, processing, and fulfillment fees.
N) Shipping - Unless a courier account (i.e. FedEx or UPS) is provided by the Reseller, shipping costs will be calculated by JLab Audio and added to all orders. These costs will be clearly stated on all Invoices. If for any reason a courier account number specified by the Reseller is inaccurate or does not cover the shipment, any and all courier chargeback fees will be the responsibility of Reseller. If items ship separately due to inventory back order, all shipping costs will be billed to customer. Reseller holds JLab Audio exempt from any liability for delays in order fulfillment.
O) Prices Subject to Change – Discount pricing given based on quantity will apply to orders of the same or greater quantity only. All prices quoted are subject to change at any time upon written notification to the Reseller. Price changes will be in effect for all orders placed after notification, including any orders that have not yet been invoiced.
4. Web Site Policies
All other terms of business between JLab and Reseller not detailed in this agreement shall be defined at www.JLabAudio.com. JLab retains the right to modify these terms at any time by posting new terms online.
5. Term
The initial term of this Agreement shall commence on the date specified on this agreement and shall remain valid and in effect until terminated by either Party, except as stated above in Article 3E.
6. Assignment
This Agreement cannot be assigned in whole or in part by Reseller without written permission from JLab. Any attempt to assign it without permission from JLab shall be deemed a breach of this Agreement by Reseller and JLab shall have the right to immediately terminate this agreement. JLab may, however, assign all of its rights, duties, and obligations hereunder at any time, for example in the case of corporate restructuring.
7. Governing Law
This Agreement is subject to applicable Federal laws, Federal or State tariffs, if any, and the laws of the State ofCalifornia. Any lawsuit against JLab must be brought in San Diego County, CA.
8. Acceptance:
I acknowledge that I have authority to enter into this Agreement on behalf of Reseller Business Name ("Reseller") and have reviewed and understand it and agree to abide by its terms and conditions.