WHOLESALE TERMS
The following terms and conditions apply to all Distributor/Dealer orders placed with CleanCo Brands:
1. Appointment. Subject to the terms and conditions of this Distributor Agreement, CLEANCO BRANDS hereby appoints and grants the DISTRIBUTOR the right to sell, distribute, and support the Products we sell in Canada to customers as a distributor for CLEANCO BRANDS as set forth herein.
2. Communications. All communications will be via email for the wholesale program, the contact email is support@cleancobrands.com. This will allow us the most efficient way to process requests in the order they arrive, and have documentation of all order related communications. All emails will be returned within 1 business day. There will be no phone support, any calls to the retail stores will be directed back to the email.
3. Relationship of Parties. The DISTRIBUTOR is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture, or partner of CLEANCO BRANDS for any purpose.
4. Orders. Orders shall be made to CLEANCO BRANDS via the Ordering Site meeting all requirements of the site and minimum orders. There is no guarantee on the time to process any orders. Orders in the spring and summer will take longer to process. Orders also may ship from any of our 3 warehouses or a combination of: Vancouver, Toronto, Denver. Once a received order is ready for shipment the DISTRIBUTOR will be liable for full payment of the products ordered and any related shipping and import charges as outlined prior to the shipment of the products.
5. Terms & Payment. Upon CLEANCO BRANDS acceptance of any order and the order being ready for shipment, the DISTRIBUTOR will receive an invoice for the total order costs. Invoices are DUE UPON RECEIPT. Orders will not be shipped until full payment is received. If orders remain unpaid for more than 7 days, the stock on hold will be released for other customers. Orders can be paid via E-Transfer, Credit Card (3% fee), EFT, or Wire Payment.
6. Prices. CLEANCO BRANDS agrees to sell, and the DISTRIBUTOR agrees to purchase, the Products in accordance with the List Prices and Dealer Discount Percentages as communicated based on Distributor Tier and outlined on each invoice. The Distributor Tier is based on your annual purchase volumes and performance as a Distribution Partner and will be communicated to you. For the most up to date List Prices visit the Distributor Ordering Site. List Prices and Tier Discounts are subject to change without notice at CLEANCO BRANDS’ discretion.
7. Shipping. All shipments of Products for the DISTRIBUTOR must be shipped to a Distributor's warehouse and are FOB shipping point, and any freight and shipping costs related thereto will be at the DISTRIBUTOR’s responsibility and cost. The DISTRIBUTOR will inspect the Products upon receipt to determine whether any Products included in the shipment are in short supply or damaged and will note such observations on the carrier shipment records at time of receiving. Any discrepancies must be immediately identified to CLEANCO BRANDS.
8. Drop Shipments. If drop shipment orders are permitted, CLEANCO BRANDS is performing the shipment on behalf of the DISTRIBUTOR and all product liability is the DISTRIBUTOR’s at time of shipment. If the DISTRIBUTOR would like to insure the shipment or require signature confirmation of delivery, they must request that in writing on the order. CLEANCO BRANDS will not be liability in any way for lost or stolen drop shipped orders. The Drop Shipping program may not be offered to all Distributors and can be cancelled or removed without notice at the CLEANCO BRANDS' discretion.
9. Resale of the Products & Minimum Advertised Prices. The DISTRIBUTOR shall be free to resell the Products for such prices and upon such terms and conditions as the DISTRIBUTOR may see fit. The DISTRIBUTOR is however required to follow the Minimum Advertised Price (MAP) standards of not advertising individual products for less than 10% below the List Price (MSRP). Any Special Sales or Exception Requests to MAP pricing will need to be approved in writing from CLEANCO BRANDS. Failure to comply with MAP pricing is grounds for termination of this Agreement.
10. Customer Support: DISTRIBUTORS are required to be knowledgeable on the Products they sell and support their customers during the sales process and with any post sales support or warranty needs. CLEANCO BRANDS will support the DISTRIBUTOR through the process with all required guidance and direction as per the Manufacturer’s standards.
11. Duration & Termination. This Agreement shall become effective on the date first written above and shall continue in effect at the discretion of either CLEANCO BRANDS or the DISTRIBUTOR. Either Party may terminate this Agreement at their discretion with thirty (30) days notice. Such notice must be communicated in writing. Any violations of the terms of this agreement are grounds for immediate termination of the Agreement.
12. Indemnification. Each Party (“Indemnifying Party”) shall indemnify, hold harmless and defend the other Party (“Indemnified Party”) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement.
13. Limitation of Liability. In no event shall either party be liable to the other for any special, indirect, exemplary, or consequential damages arising out of this agreement of purchase of use of the products.
14. Governing Law. This Agreement is a contract under the laws of the Province of British Columbia, Canada.