Furious Designs Sales Terms and Conditions
These terms and conditions create a contract (the "Agreement") between you (the "Retailer") and Furious Designs LLC (the "Seller"). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement please digitally sign below.
ITEMS PURCHASED. Seller agrees to offer to Retailer for sale the products outlined in the attached proposal (the "Goods") in accordance with the terms and conditions of this non-exclusive agreement.
PRICING AND ORDERS. Goods will be ordered at prices and quantities as agreed to by the parties in the proposal and subject to the terms and conditions of sale and shipment established by the Seller from time to time and in effect at the time Seller accepts the order. The Seller reserves the right to change prices upon reasonable notice to the Retailer for subsequent purchases. The Seller agrees to exercise commercially reasonable best efforts to supply Goods to the Retailer in a timely fashion.
Recommended Retail Price of the Original Handlebar Jack: $24.99 USD + tax where applicable.
Recommended Retail Price of the Handlebar Jack safety stickers: $2.99 USD + tax where applicable.
Recommended Retail Price is in United States dollars. Apply exchange rates for different currencies if applicable.
SALE OF PRODUCTS. The Seller agrees to sell Goods at the prices indicated herein in accordance with order procedures as may be reasonably communicated by the Seller from time to time. The Seller may amend prices upon notice to Retailer, provided any such amendment shall reflect similar prices applicable to the Goods and contemporaneously offered to other retailers similarly situated.
TAXES. The parties agree that payment of any taxes levied on the Goods (other than taxes based on income) shall be the Retailer's responsibility (including, without limitation, federal, state, local, import duties, use or similar taxes), and the Retailer shall report and pay such taxes to the appropriate taxing authority as required by law.
TITLE/RISK OF LOSS. All Goods shall be sent in accordance with the Sellers then current shipping policies, including, without limitation, the use of cartons bearing external art work or labels as designated by the Seller. Retailer shall pay reasonable shipping costs in accordance with its shipping instructions, but the seller shall be responsible for packaging, shipping and safe delivery and shall bear all risk of damage or loss until the goods are delivered to the retailer's address.
RETAIL STORE AND ONLINE FACILITIES. Retailer will offer Goods from its retail stores or online locations as mutually agreed by the parties in accordance with terms set forth in the Agreement. Retailer will provide the Seller with an updated list of all Facilities selling Goods.
MARKETING SCOPE OF ACTIVITIES. Seller and Retailer have agreed to execute the marketing activities identified below. Each Party shall coordinate their respective marketing activities. All such promoting and marketing costs by Retailer shall be borne solely by Retailer, unless otherwise indicated below. Activities of the Seller: Furious Designs will provide digital imagery for the expressed use of the sale and marketing of The Original Handlebar Jack. Activities of the Retailer: The Retailer will only use materials provided by Seller for the purposes of sales and marketing of the Original Handlebar Jack.
MARKETING LICENSES. Seller grants to Retailer a non-exclusive, non-transferable, royalty-free license to use the Seller’s trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. The Retailer shall not use any of Seller’s Marks for any purpose without first obtaining the prior written advance consent of the Seller. The Retailer will not alter or permit alteration of, or remove or modify or permit removal or modification of, any of Sellers's, or other identifying marks placed by the Seller or its agents on the products or associated documentation or literature, without the Sellers' prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon the Retailer any right, title or interest in any of the Marks or goodwill of Seller. The Retailer acknowledges that Seller’s Marks and any related goodwill are the sole and exclusive property of the Seller, and Retailer agrees not to (or cause a third party to) contest the rights of the Seller in Seller's or to use any confusingly similar marks, works or symbols. At no time during or after the term of this Agreement shall the Retailer challenge or assist others to challenge the Seller's Marks or the registration thereof or attempt to register any trademarks, marks or trade names that are in any way confusingly similar to Seller's Marks.
The Seller acknowledges that it retains ownership of all its Marks and other intellectual property rights that are licensed to it. The Retailer acknowledges that its utilization of the Seller's Marks will not create in it, nor will it represent it has, any right, title or interest in or to Seller's Marks other than the express and limited right to use Seller's Marks on Retailer’s Website granted under this Agreement. The goodwill from on the Retailer’s use of Sellers's Marks, if any, shall accrue solely to the benefit of Seller. The Retailer agrees that it shall cease using Seller's Marks immediately upon request, and in no event shall this license survive the term of this Agreement.
PAYMENT. Payment shall be made to Furious Designs LLC 531 Main Street, suite 529, El Segundo, California 90245, in the amount specified in the proposal upon executing this Agreement. Unless otherwise specified and agreed upon in writing by Retailer and the Seller.
In addition to any other right or remedy provided by law, if the Retailer fails to pay for the Goods when due, Furious Designs LLC has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.
DELIVERY. Time is of the essence in the performance of this Agreement. Seller will arrange for delivery by carrier chosen by Seller. Delivery shall be completed by the date indicated on the proposal.
WARRANTIES. The Retailer shall be entitled to any manufacturer warranties generally offered in connection with the products, subject to their terms and enforceability. Furious Designs LLC warrants that the Goods shall be free of substantive defects in material and workmanship. FURIOUS DESIGNS LLC SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF FURIOUS DESIGNS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Furious Designs LLC's liability, if any, for defective Goods, is limited to replacement, repair or refund of the defective Goods, at Furious Designs LLC's option. Furious Designs LLC agrees to indemnify, hold harmless, and protect the Retailer, its affiliates, successors, assignees, customers, and users from any and all claims, demands, suits at law or equity, and all expenses including attorneys' fees, involving infringement or alleged infringement of any patent, trademark, or copyright resulting from the purchase, use, or sale of the Goods.
INSPECTION. The Retailer, upon receiving possession of the Goods, shall have a reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. If the Retailer, in good faith, determines that all or a portion of the Goods are non-conforming, the Retailer may return the Goods to the Seller at the Seller's expense. The Retailer must provide written notice to the Seller of the reason for rejecting the Goods. The Seller will have 30 days from the return of the Goods to remedy such defects under the terms of this Agreement. Goods that conform to the requirements of Agreement are not eligible for return.
INTELLECTUAL PROPERTY. Retailer shall obtain no right, title or interest in or to any of the proprietary rights of the Seller, Goods manufacturers or their licensors, including without limitation, rights in or to the trademarks, trade names, slogans, logos, copyrights and patents owned, registered, pending registration or used by any of them. Any such use of such intellectual property shall be by prior written consent and according to policies and guidelines communicated by the Seller.
TERMINATION. This Agreement is perpetual but may be terminated as to any party, for or without cause, upon 15 days written notice to the other.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Goods in the time and manner provided for in this Agreement.
REMEDIES ON DEFAULT. In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within 30 days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.
FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
CONFIDENTIALITY. Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
DUTY TO COOPERATE. The Retailer will cooperate with any requests from the Seller regarding governmental inquiries or investigation requests. NOTICES. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.