Wholesale Contract

 

WHOLESALE CONTRACT

TERMS & CONDITIONS:

    1.     ITEMS PURCHASED: Seller agrees to sell, and Buyer agrees to buy, the cellhelmet product (the “Goods”) in accordance with the terms and conditions of this Contract.

    2.     PURCHASE PRICE:

1. Pricing:

            a.         Total Quantity Purchased: ________units (A)

            b.         Single Unit Purchase Price: $__________(B)

            c.         Total Purchase Price:___________(C) [A x B = C]

    3.     PAYMENT OF TAXES: Buyer agrees to pay all taxes of every description, federal, state and municipal, which arise as a result of this sale. A reseller certificate/sales tax exemption certificate must provided to the Seller prior to shipment of Goods.  

    4.     PAYMENT: All Payments will be due before shipment, if no credit is issued. Payment terms may be issued, upon completion of a credit application. Payments shall be made to Kane and McHenry Enterprises, LLC.

    5.     DELIVERY: Kane and McHenry Enterprises, LLC will arrange payment for shipping with the carrier, but such costs are the responsibility of the Buyer. All deliveries will be track-able and insured for the full value of the Goods. Delivery times are estimates only and Kane and McHenry Enterprises, LLC shall not be held liable for delays. Kane and McHenry Enterprises, LLC shall not be responsible for damages or delays resulting from Acts of God and from other actions, both governmental and otherwise, including but not limited to war, riot, seizure and embargo.

    6.     WARRANTIES: Seller warrants that the Goods shall be free of substantive defects in material and workmanship.

    7.     LIMITATIONS OF LIABILITY: In all circumstances Kane and McHenry Enterprises, LLC’s maximum liability is limited to the purchase price of the Goods sold.

    8.     15% RESTOCKING FEE:  There will be a 15% restocking fee on all returns within 30 days of original invoice. To return Goods, you must contact Kane and McHenry Enterprises, LLC for an RMA number.

                a.      Buyer is solely responsible for all shipping costs associated with the returned Goods to Kane and McHenry Enterprises, LLC.

                b.     Buyer agrees to use only reputable carriers capable of providing proof of delivery and insurance for the entire value of the shipment. Buyer agrees to bear all shipping charges and all risk of loss for the returned Goods during shipment.

                c.      Buyer agrees that all returned Goods will be 100% complete and unopened, in re-saleable condition, including all original packaging materials.

    9.     CUSTOMER RETURNS:

            cellhelmet Cases and Screen Protectors: Customer returns may be accepted by the Buyer, but will not be accepted by Kane and McHenry Enterprises, LLC if the “registration code” has been revealed, inside of the packaging (under scratch off zone - on registration card that is included inside of the cellhelmet packaging). This term is also clearly stated inside of packaging and next to the registration code on the registration card. Product terms and conditions can be found at www.cellhelmet.com

            cellhelmet Repair In-A-Box: No restrictions apply to customer returns of cellhelmet Repair In-A-Box.

10.       MINIMUM ADVERTISED PRICE (“MAP”):

            cellhelmet Cases and Screen Protectors: The minimum advertised price of all cellhelmet cases for iPhone (Goods) shall never be lower than $39.99 at anytime. The minimum advertised price of all cellhelmet cases for iPod Touch (Goods) shall never be lower than $29.99 at anytime.  This applies to all advertisements in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media including websites, email newsletters, email solicitations, television, radio and public signage.  The MAP applies only to advertised pricing and does not apply to the price at which the Goods are actually sold or offered for sale to an individual customer.

            cellhelmet Repair In-A-Box:  N/A

    11.   PRODUCT DISPLAY/REPRESENTATION: cellhelmet cases must be sold as protective cases, which include accidental damage coverage.  They must not be sold as “insurance.” cellhelmet cases must also not be sold as a method to repair/upgrade an already damaged device.

    12.   CONFIDENTIALITY: Both parties acknowledge that during the course of this Contract, each may obtain confidential information regarding the other party’s business. Both parties agree to treat all such information and the terms of this Contract as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Contract. Upton request by an owner, all documents relating to the confidential information will be returned to such owner.

    13.   ASSIGNMENT: Neither party may assign or transfer this Contract without prior written consent of the other party, which consent shall not be unreasonably withheld.

    14.   AMENDMENT: This Contract may be modified or amended at any point in time by Kane and McHenry Enterprises, LLC/cellhelmet without prior warning.

    15.   APPLICABLE LAW: This Contract shall be governed by the laws of the State of Pennsylvania in the United States.