1. Products. Grassroots sells hats, clothing, and other merchandise (“Products”).
2. Term. This Agreement shall remain in effect until terminated by either Party as
provided in this Agreement.
3. Termination. Either Party may terminate this Agreement at any by providing
written notice to the other Party.
4. Customer Portal. Upon signing this Agreement, Merchant may be provided with
information to log into the Grassroots’ Customer Portal. In the Customer Portal,
Merchant will receive information about available Products, the Wholesale Price for the
available Products, and invoicing and payment information. Customer may also contact
Grassroots’ by phone for sales if the Customer Portal is unavailable. Merchant agrees and
acknowledges that Merchant shall use such log in information provided for Merchant’s
sole use and shall not share the account information with anyone outside of Merchant’s
company.
5. Minimum Order to Receive Wholesale Price. Merchant may only receive
Wholesale Price as listed in the Customer Portal if Merchant places an order for greater
than $750.00. Any order that is less $750.00 shall be billed at the MSRP for the Products ordered unless approved in writing by Grassroots prior to the order that such order shall be billed for less than MSRP.
6. Currency. The Parties agree and acknowledge that all amounts invoiced under
this Agreement are in United States Dollars and that all amounts will be paid in United
States Dollars.
7. Pricing. Grassroots agrees to sell Merchant Products at the Wholesale Price listed
in the Customer Portal (“Wholesale Price”) for all orders of $750.00 or more. This
Wholesale Price may vary depending on the Product and may be at or lower than the
Manufactured Suggested Retail Price (“MSRP”) of the Product. Merchant agrees and
acknowledges that some Products will not be available at the Wholesale Prices,
including, but not limited to, special editions, limited editions, commissioned products,
exclusive products, and sales products.
8. Confidentiality. Wholesale Prices of Grassroots’ Products are confidential, and
for the use of the Merchant only. Publishing or revealing the Wholesale Price of
Grassroots’ Products outside of the business of Merchant is strictly forbidden without
prior written consent from Grassroots. Failure to preserve Grassroots’ confidentiality in
its Wholesale Prices will result in the immediate and permanent termination of wholesale
status of Merchant. Grassroots reserves the right to seek compensation for any loss or
damages that would result and/or results from any breach of confidentiality.
9. Taxes. Merchant agrees and acknowledges that Grassroots is not responsible for
the collection and/or payment of any taxes owed by Merchant in regards to the sale of the
Product. Merchant will provide Grassroots with a copy of Merchant’s resale tax
certificate within three business days upon request by Grassroots.
10. MSRP. Merchant agrees and acknowledges Grassroot’s products may be
delivered to Merchant with minimum suggested retail pricing (“MSRP”) for each item. If
Merchant sells any of Grassroot’s products at below the MSRP, Grassroots reserve the
right to refuse to supply Merchant with Grassroots’ products at wholesale in the future.
11. Online Sales. Merchant agrees and acknowledges that Merchant will cease all
online sales of any Product upon notice from Grassroots.
12. Pre-Orders. Merchant agrees and acknowledges that it will not offer not accept
any pre-orders of Products unless Merchant receives written approval from Grassroots.
13. No Exclusivity of Wholesale Distribution. Merchant agrees and acknowledges
that Merchant is not entering into an exclusive agreement with Grassroots to distribute
Grassroots products and that Grassroots may have other wholesale customers, Grassroots
may sell directly to customers, and/or Grassroots may sell online to individuals or
businesses. Merchant agrees and acknowledges that unless specifically agreed to in
writing by Grassroots, all Products may be sold by Grassroots and/or other companies.
Merchant further agrees that Grassroots may sell products in Merchant’s geographical
location should Grassroots have a vendor booth at an event in Merchant’s geographical
location or should Grassroots open a retail location in Merchant’s geographical location.
14. Ownership. Merchant expressly acknowledges and agrees that any and all
intellectual property created by Grassroots under this Agreement will be owned by
Grassroots and that Grassroots shall be the true and lawful owner of all copyrights and
other proprietary rights in and to such items and shall be considered to be the sole and
exclusive author of such materials within the meaning of the United States Copyright
Act, Title 17 of the United States Code, and all derivative works created therefrom. These
items shall include, but shall not be limited to, any and all any graphic designs created by
Grassroots and improvements on Merchant’s original designs solely or in collaboration
with Merchant. Merchant will retain all rights in the original design, if submitted to
Grassroots but expressly agrees that it will not own any rights in the modified version
created by Grassroots nor any computerized templates of the design.
15. Product Ordering. Merchant agrees and acknowledges that it may not take the
Product Specifications or any designs created by Grassroots to any other company for
production of any merchandise using the designs. Merchant agrees and acknowledges
that Merchant will pay all damages, in an amount not less than $25,000.00, incurred by
Grassroots should Merchant use such designs.
16. Grassroots Products. Upon agreement of the parties, Grassroots may supply
Merchant with returnable products for special events (“Special Event Products”). If
Special Event Products are supplied, the Special Event Products will be sent to Merchant
by Grassroots with any profits from the sale of such Special Event Products being
distributed among the parties as agreed to for the specific Special Event Products.
Following the timeframe to sell the Special Event Products, Merchant may return any
unsold Special Event Products to Grassroots or may purchase the remaining Special
Events Products at the Wholesale Prices for such Special Events Products.
17. Payment. Grassroots requires payment in full for each order by an accepted credit
card, electronic fund transfer, check, or PayPal prior to shipping the order. Orders will
not be shipped until the payment method has been processed. Should Merchant pay by
check, Merchant agrees and acknowledges that Products may not be shipped until such
time that Merchant’s check clears Grassroots’ bank account. In some cases, Grassroots
may approve a shipment be made COD provided that any Products shall not be released
to Merchant unless payment is made in full upon delivery.
18. Interest. If Merchant fails to make any payment pursuant to this Agreement,
Merchant shall pay Grassroots interest at 20% per annum, or the highest allowed by law,
compounded monthly, until the outstanding balance is paid in full. Any payments will
first be applied to any outstanding interest and then, if any amounts are left over, to the
principle due. This clause shall survive termination of this Agreement.
19. Collections. If any payment obligation under this Agreement is in default,
Merchant agrees to pay all costs of collection, including reasonable attorney fees,
whether or not a lawsuit is commenced as part of the collection process. Grassroots may
exercise the option to send Merchant’s account to a third-party collection agency if
principal balance remains unpaid for more than 30 days.
20. Damaged Items. Merchant must notify Grassroots of any damaged items within
10 (ten) days of receipt of shipment or the shipment will be assumed by both Parties to be
undamaged.
21. Trademark/Copyrights. All trademarks, service marks, trade names, copyrights,
logos and trade dress, whether registered or unregistered (collectively the "Marks") that
appear on the Grassroots website or Products are proprietary to Grassroots. You may not
display or reproduce the Marks without the prior written consent of Grassroots, and you
may not remove or otherwise modify any Marks from any Grassroots Products.
22. Products Descriptions. In describing and portraying Grassroots’ Products,
Grassroots attempts to be as accurate as possible. Merchant agrees and acknowledges that
Grassroots does not warrant that the product descriptions are accurate, complete, reliable,
current, or error-free. Grassroots reserves the right to correct any typographical errors,
inaccuracies, or omissions that may relate to product descriptions, pricing, and
availability from time to time without prior notice.
23. Marketing by Grassroots. Merchant agrees and acknowledges that Merchant is
granting Grassroots the rights to use Merchant’s name, likeness, trademarks, and service
marks for marketing purposes, including, but not limited to, on Grassroots’ website,
Facebook page, and in print materials.
24. Marketing by Merchant. Grassroots agrees and acknowledges that Grassroots is
granting Merchant a limited right to use Grassroots’ name, likeness, and trademark for
marketing the sale of the Products.
25. Shipping. Merchant agrees and acknowledges that Grassroots will ship
Merchant’s order to the address designated by Merchant as long as that shipping address
can accept packages and that Grassroots may require verification of information prior to
the acceptance and/or shipment of any order. Grassroots reserves the right, without prior
notice, to limit the order quantity on any Product to Merchant. All shipping charges will
be paid by Merchant.
26. Risk of Loss. All products purchased from Grassroots are made pursuant to a
shipping contract. This means that the risk of loss for all items purchased pass to
Merchant upon delivery of the items to the carrier. Merchant agrees and acknowledges
that Merchant is responsible for filing any claims with carriers for damaged and/or lost
shipments. Grassroots recommends purchasing insurance for any products purchased
prior to shipping.
27. Restocking Fee. If Merchant fails to pay an invoice after an order is submitted or
returns any Products to Grassroots after an order is placed, even if the order has not been
received by Merchant, Grassroots reserves the right to charge a 15% restocking fee for
such returned and/or unwanted Products. Such fee shall either be deducted from any fund
to be returned to Merchant or will be required to be paid by Merchant within ten days of
invoice.
28. Returns. Should Merchant wish to return any Products, Merchant must first
notify Grassroots via email that Merchant wishes to return Products listing such Products
that Merchant wishes to return. Returns are only accepted if another order of at least
$750.00 is being placed with Grassroots and only with the approval of Grassroots.
Returned Products must be received in sellable condition before the new wholesale order
is shipped to be accepted by Grassroots. Grassroots shall credit Merchant’s account with
the current MSRP, the actual purchased price by Merchant, or wholesale price, whichever
is lower, of the Products returned as of the date of the Products are received by
Grassroots. Merchant will receive a credit for the amount of Products that are being
returned and such credit must be used for additional merchandise above the $750.00
minimum with that order. Merchant agrees and acknowledges that the return price may
be significantly lower than the price paid by Merchant for the Product.
29. Condition of Returned Products. The Products must be returned to Grassroots
undamaged and in sellable condition (for example, the Products may not have any signs
of wear and/or tear, have any noticeable odors, or have any noticeable defects).
Grassroots shall notify Merchant within 10 business days if the returned Products are
unsellable. Unsellable Products shall be returned to Seller if Seller provides the payment
for shipping or shall be considered abandoned if Seller does not provide payment for
return shipping.
30. Exclusivity. As part of the Grassroots’ culture, Grassroots does not believe in
“exclusive” contracts. Grassroots does not, except in limited circumstances, require any
Merchant to enter into an exclusivity agreement with Grassroots. Rather, Grassroots
encourages Merchants to find the best provider for any services and/or products. This
may mean that Grassroots provides hats and apparel to a Merchant, another party
provides jewelry and other accessories to Merchant, and yet another party provides paper
good such as posters to Merchant. Due to this open philosophy, Merchant agrees and
acknowledges that as Grassroots does not require an exclusivity agreement with
Merchant, Merchant shall not enter into any exclusive arrangement with providers of
products similar to Grassroots while this Agreement is in effect and for a period of two
years after the Agreement is terminated.
31. Warranties and Disclaimer. The Products are provided “As Is” with no warranty
of any kind. To the maximum extent permitted by law, Grassroots disclaims all
representations, warranties, and conditions, express or implied, with respect to the
Products, including without limitation, warranties or conditions of merchantable quality,
merchantability, durability, fitness for a particular purpose, title, non-infringement,
freedom from errors, freedom from omissions, and/or implied warranties or conditions
arising from the course of dealings.
32. Limitation of Liability. Grassroots and its parents, affiliates, subsidiaries,
officers, directors, employees, members, agents, suppliers, licensors, and third party
partners will not be liable for any indirect, special, punitive, incidental, exemplary,
multiplied and/or consequential damages, lost profits, and/or revenues or failure to realize
expected profits, or any damages whatsoever, whether or not such party has been
previously advised of the possibility of such damages, whether under contract, tort
(including negligence) or any other theory.
33. Waiver. No action taken pursuant to this Agreement, including any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the party taking
such action of compliance with any representation, warranty, covenant, or agreement
contained herein or therein and in any documents delivered in connection herewith or
therewith. The waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.
34. Severability. If any provision of this Agreement is held invalid by a court of
competent jurisdiction, such invalidity shall not affect the enforceability of any other
provisions contained in this Agreement and the remaining portions of this Agreement
shall continue in full force and effect.
35. Notice. All notices, requests, demands, and other communications which are
required or may be given under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered or mailed, first class certified mail, postage prepaid to
the addresses listed at the beginning of this Agreement or to such other address as such
party shall have specified by notice in writing to the other party unless otherwise
specified in this Agreement.
36. Governing Law. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of Colorado. The parties herein agree to submit
to the personal jurisdiction and venue of a court of competent jurisdiction located in
Denver County, State of Colorado.
37. Attorney Fees. If any party shall commence any action or proceeding against
another party in order to enforce the provisions hereof, or to recover damages as the
result of the alleged breach of any of the provisions hereof, the prevailing party therein
shall be entitled to recover all reasonable costs incurred connection therewith, including,
but not limited to, reasonable attorney fees.
38. Indemnity. Merchant agrees to indemnify and hold Grassroots, its subsidiaries
and affiliates, and each of their directors, officers, agents, contractors, partners, and
employees, harmless from and against any loss, liability, claim, demand, damages, costs,
and expenses, including reasonable attorneys fees, arising out of or in connection with
this Agreement.
39. No Assignment. No modification or amendment of this Agreement shall be valid
unless in writing.
40. Successors and Assigns. Rights and obligations created by this contract shall be
binding upon and inure to the benefit of the parties hereto, their successors and assigns.
41. Number and Gender. Whenever used, the singular number shall include the
plural, the plural the singular, and the use of any gender shall include all genders.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first written above and acknowledge reading, understanding, and accepting
the statements herein.
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