Microessence, LLC Wholesale Agreement, Terms & Contract
This Wholesale Agreement (“Agreement”) is made between you or your company as identified by your signature below (Reseller”) and Microessence, LLC (Microessence) upon execution and delivery to Microessence.
Reseller Appointment
Subject to these Reseller program terms and conditions, Microessence appoints Reseller as a non exclusive authorize reseller (“Reseller”) of Microessence products listed on the Whole Price List, which shall be provided by Microessence.
As a reseller, Reseller may purchase Microessence products pursuant to these terms and conditions for resale to customers or demonstration or evaluation purposes only. For purposes of agreement, Customer means an entity of person who purchases Microessence products from the Reseller. Without limiting the generality of the foregoing, Reseller must not use for reselling, group email address, email mailing lists or “spam” techniques to reach potential customers.
Reseller Obligations
Reseller shall use commercially reasonable efforts to market Microessence products as part of Reseller’s standard offerings.
Reseller shall not sell Microessence products below suggested MSRP (Manufacturer’s Suggested Retail Price).
Reseller shall not sell Microessence products on any internet site or online store including but not limited to any auction website (e.g., eBay or similar website) or Amazon; or the wholesaler’s private website unless express, written permission is granted by Microessence. In the event permission is granted, the wholesaler must use images and descriptions created and supplied by Microessence.
Reseller shall notify Microessence of all store locations, including internet website, where Reseller is selling Microessence products.
Reseller may use the Microessence logo on request and upon approval by Microessence, as further set forth in the intellectual property section below.
Reseller shall make no warranty or other performance guarantee applicable to Microessence Reseller shall be liable for warranties and/or guarantees made that were not authorized by Microessence.
Reseller further agrees to keep Microessence products in good condition and visable to consumers in the retail location.
Reseller shall not own rights to any online domain which includes the words “Microessence” or any domains impersonation Microessence unless express written permission is granted by Microessence.
Payments
All orders shall be paid with a credit card or other approved method of payment to Microessence. Payment is to be made after an order is received and invoice created. Accounts will be charged at the time of shipment. Delivery is typically within two (2 weeks). Orders may be cancelled within three (3) business days of the order placement.
Returns / Defects
Any claim for defective merchandise must be reported to Microessence within forty-eight (48) hours of delivery. Contact Microessence in the event you receive defective merchandise, as Microessence must approve all returns in advances. Returns will be accepted on when Microessence products are fulling intact.
Terms and Termination
These Terms and Conditions and the rights granted hereunder shall continue until terminated as set forth below.
Microessence may terminate for convenience Reseller’s participation in the Program at any time without cause upon (14) days written notice to Reseller.
Reseller may terminate for convenience Reseller’s participation in the Program at any time without cause upon (14) days written notice to Microessence
In the event Reseller is in breach or default of any of the material Terms or Conditions of this Program, and has not taken steps to cure such breach or default within ten (10) days after the receipt of written notice from Microessence, then in addition to all other rights and remedies at law, in equity or otherwise, Microessence shall have the right to terminate Reseller’s participation in the Program without further charge, obligation, or liability whatsoever. Regardless of the type of termination, Reseller will immediately return all unsold products to Microessence, at Reseller’s expense. Microessence will issue a refund to Reseller for all returned products in original packaging.
Personnel
Each party shall have responsibility for all acts and omissions of their respective personnel performing its obligation under these Terms and Conditions.
Neither party shall have any obligation for any employee-related benefits applicable to the other Party’s personnel performing services under this Program. Each part shall withhold their employees’ portion of FICA and withholding income for federal and state income tax purposes to the extent required by law.
Intellectual Property
Any and all intellectual property rights associated with Microessence products including the designs, products, images and content presented therein, and any inventive concepts, know-how, publicity right, trademarks, trade-dress, Trade Secrets, copyrights and patients (including any patent pending items) (collectively “intellectual property”) are the sole property of Microessence or third parties. Except as otherwise expressly authorized by Microessence, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the intellectual property in any way without the express written consent of Microessence or the appropriate third party.
Copyright
All of the designs, products and content within and any material made available are the sole property of Microessence. The designs, products, images and content within are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of Microessence. You hereby agree bot to reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or products designs without the advance, express written consent of Microessence.
Warranties
Each party warrants that it has full power and authority to enter into and perform under the program and that the person registering for this program has been properly authorized to do so. Each party further warrants that it will perform all activities it undertakes in this program with due care and skill.
MICROESSENCE MAKES NO WARRANTIES OF ANY KIND IN REGARDS TO ITS PRODUCTS EXCEPT THOSE FOUND IN THIS AGREEMENT.
THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
