H+P NATURAL WELLNESS | HAND AND PAW LLC
WHOLESALE TERMS AND CONDITIONS OF SALE
This document contains very important information regarding the rights and obligations of an H+P Natural Wellness & Hand and Paw LLC (“Hand and Paw | H+P Natural Wellness”) distributor (“Distributor”), as well as conditions, limitations, and exclusions that apply to a Distributor of Hand and Paw | H+P Natural Wellness branded CBD products (“Products”). Please read it carefully.
1.APPOINTMENT AS DISTRIBUTOR: Distributor is appointed to make only in-person retail sales of Products, excluding sales in gas stations, convenience stores, and/or discount stores and is prohibited from making internet retail sales via any website whether the website is maintained by Distributor or another party. Distributor may only sell the Products to buyers within the United States and US Territories and Possessions (the “Territory”), and may not export the Products. Distributor will use its best efforts to actively promote and expand the market for the Products within the Territory. Distributor’s appointment is not exclusive within the Territory, and Hand and Paw | H+P Natural Wellness reserves the right to appoint other distributors and resellers within the Territory that may compete with Distributor. The continuation of Distributor’s appointment and status as a distributor of the Products is expressly conditioned upon Distributor’s strict compliance with these Terms and Conditions of Sale and compliance with any (i) Minimum Purchase Requirements; and (ii) any Advertising Policies and Procedures communicated to Distributor by Hand and Paw | H+P Natural Wellness from time to time, which will be effective upon transmittal to Distributor and incorporated herein by reference. Distributor will not appoint any sub-distributors, representatives, or agents to promote or conduct sales of Products without the prior written consent of Hand and Paw | H+P Natural Wellness. Distributor expressly agrees it will not resell Products via any website, including all online marketplaces, including but not limited to Amazon.com, eBay.com, Etsy.com, Rakuten.com or any similar internet sites. Distributor will not use or reproduce any information, graphics, or copy (“Marketing Material”) from Hand and Paw | H+P Natural Wellness’s website. Distributor is responsible for creating its own original Marketing Material.
2. SALE OF PRODUCTS: Hand and Paw | H+P Natural Wellness agrees to sell, and Distributor agrees to buy, solely for resale at retail, Products as offered from time to time subject to these Terms and Conditions of Sale. Distributor may return Products to Hand and Paw | H+P Natural Wellness within 60 days of shipment. Returned Products are subject to a twenty percent restocking charge and Distributor is responsible for all return shipping. Hand and Paw | H+P Natural Wellness will not accept returned Products more than 60 days after shipment.
3. PRODUCT PRICING: Prices for the sale of Products to Distributor will be as communicated by Hand and Paw | H+P Natural Wellness from time to time. Sale prices of Products to Distributor are subject to change at any time upon notice from Hand and Paw | H+P Natural Wellness. Product prices are quoted in United States Dollars, and do not include any national, state, or local sales, use, value added, or other taxes, customs duties, or similar tariffs and fees. Distributor is and will be solely responsible for payment of all such taxes to the proper taxing authority. Distributor will establish pricing of Products for resale to its end user customers. Such prices will be set solely by Distributor in its own discretion and Hand and Paw | H+P Natural Wellness will not advise or inform Distributor regarding pricing.
4. TRANSFER OF TITLE AND RISK OF LOSS: All orders must be paid in full prior to shipment. Products are sold to Distributor and delivery made at Hand and Paw | H+P Natural Wellness’ designated warehouse facility. Ownership of the Products and risk of loss will pass to Distributor at time of shipment.
5. PRODUCT WARRANTIES: Hand and Paw | H+P Natural Wellness makes warranties to end-user consumers as stated on its website. Hand and Paw | H+P Natural Wellness further warrants that all of its phytocannabinoid-rich hemp is grown under strict guidelines in U.S. soil. Hand and Paw | H+P Natural Wellness will pass through to Distributor any product warranties as received from its ingredient or component suppliers to the extent possible. Distributor hereby acknowledges and agrees that Hand and Paw | H+P Natural Wellness makes no additional product warranties to it of any kind and all other warranties are excluded and disclaimed, including the implied warranties of merchantability and fitness for a particular purpose. Distributor acknowledges and agrees that the Products contain CBD. Distributor acknowledges and agrees that it is its sole responsibility to determine the legality of purchasing, shipping, possessing and re-selling the Products and its products under any applicable law, whether federal, state, or local.
6. REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR: By their entry into these Terms and Conditions of Sale, each party hereby represents and warrants to the other: (a) it is a business entity duly organized and in good standing under the laws of the jurisdiction(s) where it was formed and operates; (b) its execution, delivery and performance of these Terms and Conditions of Sale has been duly authorized by all necessary action on the part of its managers and members; and (c) these Terms and Conditions of Sale are a valid and binding obligation and are enforceable against it in accordance with its terms. Distributor covenants that it will conduct its business with the high standards of integrity and honesty. Distributor will not make any medical claims, market or classify any Product as a drug/medicine, nor use any medical term when referring to Products or their usage. Distributor will maintain general liability and such other insurance as may be required or advisable under applicable law and agrees to provide Hand and Paw | H+P Natural Wellness upon request with Certificates of Insurance evidencing such coverage.
7. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION: Hand and Paw | H+P Natural Wellness retains all rights to all trademarks, trade dress, indicia of ownership, copyright in any images and all other intellectual property (the “Intellectual Property”) associated with Hand and Paw | H+P Natural Wellness and the Products. Hand and Paw | H+P Natural Wellness retains the right to prohibit Distributor’s use of any and all Intellectual Property owned by or licensed to Hand and Paw | H+P Natural Wellness. Hand and Paw | H+P Natural Wellness hereby grants to Distributor a limited term, non-exclusive, royalty-free and terminable license to use the Intellectual Property for the strict purposes of performing Distributor’s obligations and exercising its rights under these Terms and Conditions of Sale. Distributor may not use any Intellectual Property in any medium or for any other purpose without Notice to and the prior written consent of Hand and Paw | H+P Natural Wellness. Distributor agrees to use its best efforts to cooperate with and to assist Hand and Paw | H+P Natural Wellness in any action to protect or assert its ownership or proprietary rights in the Intellectual Property. Each party acknowledges and agrees that it will receive confidential and proprietary business information that belongs to the other party, including but not limited to information regarding the disclosing party’s technology, business, organization, products, strategies, customers and suppliers (the “Confidential information”). Each party agrees and acknowledges that the Confidential Information it receives is (i) the valuable, confidential, and proprietary information or trade secrets of the other party, whether owned by the other party or obtained from a third (3rd) party; (ii) that the Confidential Information is subject to a valuable proprietary interest of the disclosing party; and (iii) that each party is subject to an obligation to maintain the secrecy of the other party’s Confidential Information. At all times each party will (a) safeguard the Confidential Information of the other party in its possession with not less than a reasonable standard of care; (b) maintain the confidentiality of any materials that would directly or indirectly disclose the other party’s Confidential Information; (c) not use the other party’s Confidential Information except as permitted under these Terms and Conditions of Sale; (d) disclose, sell or disseminate any of the other party’s Confidential Information; (e) use any of the other party’s Confidential Information for its own benefit or commercial purposes; or (f) make any of the other party’s Confidential Information available to any third (3rd) party without the express prior written consent of the disclosing party. Distributor agrees to maintain and promote the goodwill associated with Hand and Paw | H+P Natural Wellness and the Products. The parties agree that any breach of this Section will cause immediate and irreparable harm to the other party, and that the non-breaching party is entitled to seek injunctive relief in addition to any other remedies that it may have.
8. INDEMNIFICATION, LIMITATION OF LIABILITY AND DAMAGES: Distributor agrees to indemnify and hold Hand and Paw | H+P Natural Wellness harmless from and against any “Losses” arising from or related to Distributor’s performance under these Terms and Conditions of Sale. Hand and Paw | H+P Natural Wellness agrees to indemnify and hold Distributor harmless from and against any “Losses” arising from or related to Hand and Paw | H+P Natural Wellness’s performance under these Terms and Conditions of Sale. For purposes of this indemnity, “Losses” means and includes any liability, obligation, legal action, claims, causes of action, damage, deficiency, fine, penalty, judgment, or award asserted by or awarded to any third (3rd) party, plus costs and expenses (including attorneys’ fees) incurred by either party in defense of such award or assertion. Distributor further agrees to indemnify and hold Hand and Paw | H+P Natural Wellness harmless from and against any and all liabilities, losses and expenses (including attorneys’ fees) arising from or related to (i) Distributor’s unauthorized possession, use or distribution of the Products; (ii) Distributor’s failure to comply with applicable laws or to maintain all required licenses or governmental authorizations; and (iii) any breach of Distributor’s representations and warranties under these Terms and Conditions of Sale. In no event will Hand and Paw | H+P Natural Wellness’ liability to Distributor for damages under these Terms and Conditions of Sale exceed the amount actually paid by Distributor to Hand and Paw | H+P Natural Wellness under these Terms and Conditions of Sale. In no event will either party be liable to the other for any indirect, incidental, special, punitive or consequential damages, including without limitation damages for loss of profits, business interruption, loss of information or other pecuniary loss, even the other party has been advised of the possibility of such damages.
9. GOVERNING LAW, DISPUTE RESOLUTION AND NOTICE: These Terms and Conditions of Sale will be governed by the laws of the State of New Jersey, regardless of the choice of law provisions of New Jersey law. The United Nations Convention on Contracts for the Sale of International Goods is hereby excluded from application to these Terms and Conditions of Sale. The parties agree that any dispute or claim between them arising out of or relating to these Terms and Conditions of Sale will be settled by arbitration before a single arbitrator in Mercer County, New Jersey, in accordance with the American Arbitration Association (“AAA”) Commercial Rules. Each party will bear their own expenses and fees for such arbitration, and each will be responsible for a proportionate share of the fees and expenses of the AAA and the arbitrator. Notice under these Terms and Conditions of Sale will be properly given when in writing and transmitted to the addresses for the parties set forth above by hand delivery, electronic mail, telecopy, U.S. Mail, or by a nationally recognized delivery service. Notice will be deemed effective upon receipt.
10. FORCE MAJEURE: Neither party will be liable for any delay or failure to perform its obligations under these Terms and Conditions of Sale (other than the obligation to pay money) if such delay or failure is due to any condition reasonably beyond that party’s control, including but not limited to acts of God, war, government intervention, riot, embargoes, acts of civil or military authorities, earthquake, fire, flood, accident, strikes, inability to secure transportation, facilities, fuel, energy, labor materials.
11. MERGER, MODIFICATION, WAIVER AND SURVIVAL: These Terms and Conditions of Sale constitute the entire agreement of the parties and there are no written or oral terms or representations made by either party other than those contained in these Terms and Conditions of Sale. These Terms and Conditions of Sale may only be amended by a writing signed by both parties. If any provision of these Terms and Conditions of Sale, or any application thereof, should be construed or held to be void, invalid or unenforceable by order, decree or judgment of a court of competent jurisdiction, then the remaining provisions of these Terms and Conditions of Sale will not be affected thereby but will remain in full force and effect. Any waiver of any right, duty or obligation under these Terms and Conditions of Sale will require the written statement of waiver by the waiving party. Either party’s failure to require strict compliance with any provision of these Terms and Conditions of Sale will not constitute a waiver nor will such failure estop the other party from later demand of strict compliance with that or any other provision(s) of these Terms and Conditions of Sale. The provisions of these Terms and Conditions of Sale will be binding upon Distributor and Hand and Paw | H+P Natural Wellness, their owners, shareholders, employees, and agents and their heirs, executors, successors and assigns.
12. RELATIONSHIP OF THE PARTIES The parties to these Terms and Conditions of Sale are engaged exclusively in a supplier and distributor relationship. No employer-employee, principal and agent, partnership, franchise, agency, joint venture or other legal relationship is intended or created by these Terms and Conditions of Sale. Neither party will have the authority to obligate or to enter into any contracts on behalf of the other party.
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- Hand and Paw | H+P Natural Wellness cannot be sold online. Doing so would directly violate these terms and conditions.
- Hand and Paw | H+P Natural Wellness will also not be sold in gas stations, discount stores, or major retailers.