Scope of Agreement
Supplier agrees to sell, and Wholesaler agrees to purchase, an initial buy-in of products valued at $1,500.00 at wholesale pricing. Following the initial purchase, Wholesaler may order in any quantity. In the event no purchases are made within a consecutive thirteen (13) month period, Wholesaler’s account shall be deemed inactive and the initial buy-in requirement shall reset.
Wholesaler shall adhere to Supplier’s Minimum Advertised Price (“MAP”) Policy for all TERRAWAGEN products. All TERRAWAGEN products are subject to a MAP that must be observed by all authorized dealers. The MAP requirement protects the value of the TERRAWAGEN brand, maintains competitive equity among dealers, and ensures sustainable profitability. Without a MAP policy, price undercutting erodes product value and diminishes viability for all resellers.
By entering into this Agreement, Wholesaler expressly acknowledges and agrees to comply with Supplier’s MAP Policy. Wholesaler is responsible for monitoring all listings on its sales platforms to confirm that advertised prices meet or exceed the published MAP.
Wholesaler shall not rebrand, alter, or resell TERRAWAGEN products under any other name, trademark, or label.
Ordering Process
Wholesaler shall place all orders for Products exclusively through Supplier’s wholesale portal located at www.terrawagen.com. Each order shall specify the product item, quantity, product code, and any other details necessary to ensure accurate processing, including applicable pricing in accordance with Supplier’s then-current wholesale price list.
Upon receipt of an order, Supplier shall review the submission, confirm acceptance in writing or electronically, and provide Wholesaler with an estimated delivery date. No order shall be deemed accepted or binding upon Supplier unless and until such confirmation has been issued.
Supplier reserves the right, in its sole discretion, to reject, cancel, or adjust any order, in whole or in part, due to clerical errors, product discontinuation, inventory limitations, or other commercially reasonable grounds. In the event of such rejection or adjustment, Supplier shall promptly notify Wholesaler and, where applicable, refund or credit any amounts previously paid for the affected Products.
Pricing & Payment
Wholesaler agrees to purchase Products at the prices set forth in Supplier’s then-current wholesale price list, or as otherwise agreed to in writing by the parties. All pricing is subject to change without prior notice, and Wholesaler shall confirm current pricing through Supplier’s wholesale portal prior to placing any order.
Payment is due according to the terms shown on each invoice. Unless otherwise agreed, payment shall be due in full at the time of purchase. Wholesaler may apply for Net 30 payment terms, which may be granted at Supplier’s sole discretion and shall require a minimum purchase of Ten Thousand Dollars ($10,000.00).
Invoices issued with Net 30 terms must be paid within thirty (30) days of the invoice date. A late fee of five percent (5%) of the unpaid balance will be applied beginning five (5) days after the due date and again at each subsequent thirty (30)-day interval until payment is received in full. For customers on immediate-due terms, a five (5)-day grace period shall apply to allow for payment processing issues before late fees are assessed.
Supplier reserves the right to withhold or suspend further shipments if any invoice remains unpaid. All prices are exclusive of applicable taxes, duties, shipping, and handling fees, which shall be the sole responsibility of Wholesaler unless otherwise expressly stated by Supplier in writing.
Delivery & Shipment
Shipping costs shall be borne by Wholesaler unless otherwise agreed in writing. Risk of loss or damage to Products shall transfer to Wholesaler upon delivery of the Products to the carrier.
For drop-ship orders, Supplier will typically ship the same business day if the order is received before 3:00 p.m. Pacific Time. Orders received after that time will generally ship the following business day. Larger or bulk orders may require additional processing time of one (1) to two (2) business days depending on the size and nature of the order. Supplier shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for delays outside its reasonable control.
Quality Control & Returns
Wholesaler shall have the right to inspect Products upon receipt. If any Products are defective or fail to conform to agreed-upon specifications, Wholesaler shall provide written notice to Supplier within five (5) business days of delivery. Failure to provide such notice within this period shall constitute acceptance of the Products as delivered.
Upon timely notification of a valid defect, Supplier shall, at its option, replace the defective Products or issue a refund or credit to Wholesaler’s account. Supplier’s liability under this section shall be limited solely to the replacement, refund, or credit of the nonconforming Products.
Wholesaler shall be responsible for managing its own customer returns. In the case of drop-ship orders, Supplier may process returns directly for a fee of not less than five dollars ($5.00) per return. Non-defective Products returned to Supplier are subject to a restocking fee equal to fifteen percent (15%) of the purchase price of the returned item.
Intellectual Property
All trademarks, trade names, logos, designs, product images, marketing materials, and other intellectual property associated with the Products shall remain the sole and exclusive property of Supplier. Nothing in this Agreement shall be construed as granting Wholesaler any right, title, or interest in or to such intellectual property, except for the limited right to resell the Products in accordance with the terms of this Agreement.
Wholesaler shall not use Supplier’s trademarks, logos, or other intellectual property in any advertising, promotional material, website, or other medium without Supplier’s prior written consent. Any approved use shall be subject to Supplier’s brand guidelines and may be revoked at any time in Supplier’s sole discretion.
“TERRAWAGEN” and “Get Your Flare On” are registered trademarks of Supplier and may not be altered, imitated, or otherwise misrepresented in any manner.
Confidentiality
Each party agrees to treat as strictly confidential and not to disclose to any third party any non-public, proprietary, or confidential information of the other party, including but not limited to pricing, product specifications, designs, marketing strategies, business practices, customer information, and financial data, whether disclosed orally, in writing, or by any other means.
The obligations of confidentiality shall not apply to information that (i) is or becomes publicly available without breach of this Agreement, (ii) is lawfully obtained by the receiving party from a third party without restriction, or (iii) is independently developed by the receiving party without reference to the other party’s confidential information.
Any unauthorized disclosure or use of confidential information shall constitute a material breach of this Agreement and may result in immediate termination of Wholesaler’s account and wholesale relationship, in addition to any other remedies available at law or in equity.
Term & Termination
This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either party upon thirty (30) days’ prior written notice.
Supplier may, in addition, terminate this Agreement immediately upon written notice if Wholesaler (i) fails to make timely payment of any amounts due hereunder, (ii) breaches any material term of this Agreement, including without limitation the MAP Policy or confidentiality obligations, or (iii) engages in conduct that, in Supplier’s reasonable judgment, damages or may damage the reputation, goodwill, or intellectual property of Supplier.
Upon termination of this Agreement, all outstanding obligations of Wholesaler shall become immediately due and payable. Wholesaler shall cease all use of Supplier’s intellectual property and shall discontinue all promotion or sale of the Products, except for the liquidation of existing inventory purchased in accordance with this Agreement.
Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, discussions, representations, or agreements, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be valid or binding unless set forth in a written instrument signed by both parties.
