The WHOLESALER is desirous of obtaining a non-exclusive licensing agreement for the retail distribution, sales, brand development and marketing rights for Swim Tether® provided by Swim Tether, LLC (the MANUFACTURER) to WHOLESALER.
- WHOLESALER shall diligently and conscientiously use its best efforts to market and sell Swim Tether®, and shall not assist any other person or organization that competes, or intends to compete with the MANUFACTURER’s products during the term of this agreement
- The term of this agreement is One (1) years with automatic annual renewals thereafter based on Wholesale Distributor commercial performance and continued conformance with the terms of this agreement. If WHOLESALER decides not to renew this agreement, WHOLESALER will notify MANUFACTURER of intent to terminate this agreement at the end of the term via registered letter at least 90 days prior to the end of the term.
- This agreement may be terminated without notice at the discretion of MANUFACTURER for violations of substantiated ethical business practices, ethical or criminal violations by employees or principals of WHOLESALER. WHOLESALER recognizes that unethical, illegal or inappropriate conduct by WHOLESALER reflects upon the MANUFACTURER, and has the potential to do irreparable harm to MANUFACTURER efforts, investments and objectives worldwide. Practices and ethical conduct includes, but is not limited to: violations of trade and export law, violation of FDA or FTC REGULATIONS, predatory pricing, immoral or aberrant personal conduct, or association with criminals.
- WHOLESALER shall be responsible for all permits, licensing, registration and marketing expenses in establishing customers and markets for MANUFACTURER's branded products. MANUFACTURER shall share all general use testing, support, and collateral materials with the WHOLESALER to promote MANUFACTURER's brand, Swim Tether®. WHOLESALER shall facilitate any Governmental approvals or requirements that are needed to allow the successful marketing of the MANUFACTURER’s branded products.
- WHOLESALER may attach the MANUFACTURER's brand name to product packaging, reports and sales collateral. WHOLESALER has no rights, title and/or interest under this AGREEMENT to any TRADEMARKS, trade names, distinctive packaging and designs of MANUFACTURER and/or any of its AFFILIATES used on or in conjunction with WHOLESALER's products.
- WHOLESALER acknowledges that all PATENTS, TRADEMARKS, and processes or documentation pertaining to MANUFACTURER and its brand Swim Tether®, and the relevant exploitation rights are the exclusive property of MANUFACTURER. WHOLESALER acknowledges that TRADEMARKS and brand names of MANUFACTURER’s products are the exclusive property of Swim Tether, LLC.
- MANUFACTURER shall supply WHOLESALER with Swim Tether® branded products in finished or bulk form for resale. MANUFACTURER represents and warrants that the PRODUCTS sold and supplied to the WHOLESALER hereunder shall be of good quality manufactured, in accordance with good manufacturing practices and fit for use pursuant to their indications and free from any defects in material and workmanship.
- MANUFACTURER’s Swim Tether® branded products are considered “fit for use” if it conforms to the general performance attributes and in the specific applications outlined on the MANUFACTURER website. At no time may WHOLESALER claim benefits not demonstrated in third party certified facilities and posted on the MANUFACTURER's company website. MANUFACTURER grants permission to duplicate anything on the MANUFACTURER's website for their promotion
of Swim Tether® branded products.
- WHOLESALER shall inspect each batch of the PRODUCT which will be considered accepted unless WHOLESALER gives written notice to MANUFACTURER within twenty five (25) consecutive days after receiving each shipment and MANUFACTURER shall promptly review any written claim of non-conformity made by WHOLESALER, received within said deadline.
- All claims made by WHOLESALER regarding quantity or specifications of the PRODUCTS shall be handled on a case by case basis during which time MANUFACTURER has the right to first inspect any quantity of the PRODUCTS involved before being required to take any action with respect thereto. If such review and testing by MANUFACTURER confirms that a claimed quantity of the PRODUCT did not as of the date of shipment meet its required specifications due to fault or negligence of Manufacturer and, therefore, is not suitable for sale, then WHOLESALER shall deliver such quantity involved as MANUFACTURER shall direct in writing and at MANUFACTURER expense, and MANUFACTURER shall, at its sole opinion, replace such quantity of PRODUCTS with conforming PRODUCTS free of charge, or grant WHOLESALER full credit for the amount involved, and this shall be MANUFACTURER's sole and exclusive remedy for such Product’s nonconformity.
- In no event shall MANUFACTURER be liable to WHOLESALER for any lost profits or any other incidental or consequential damages in connection with any such PRODUCT claims or causes of action.
- WHOLESALER shall abide by the payment and shipment terms agreed to at the time of acceptance of the order. Current terms are highlighted on MANUFACTURER’s website.
- WHOLESALER shall jointly and severally indemnify Swim Tether, LLC, its officers and unit holders against any and all liabilities accrued through the performance and/or breach of this agreement.
- For a period of One (1) year following termination or expiration of this AGREEMENT, WHOLESALER shall not distribute, directly or indirectly, products similar to the MANUFACTURER's Swim Tether® PRODUCTS.
- This AGREEMENT shall be enforced by WHOLESALER and by the MANUFACTURER. WHOLESALER and MANUFACTURER shall submit to arbitration in the event of an irreconcilable dispute prior to seeking relief in a court of law. If arbitration fails to provide an agreeable resolution to the dispute, either equitable relief or damage at law or both may be sought for breaches or threatened breaches of this agreement. The prevailing party will be entitled to recover reasonable attorney fees and all court costs, and shall be interrupted in accordance within the laws of the State of Georgia.
This Agreement constitutes the complete and unabridged agreement between WHOLESALER and MANUFACTURER and supersedes all prior agreements, written or oral between the parties