Terms & Conditions
The Retailer agrees to the terms contained in this Terms and Conditions.
Terms and Conditions
Appointment of Retailer
Authorization and Appointment. If the Retailer's Wholesale Application is approved, Rocky Mountain Barber Company ("Company") authorizes and appoints the Retailer and the Retailer accepts the appointment to sell Company Products only at the bricks-and-mortar location(s) stated in the Retailer's Wholesale Application, or as otherwise agreed to in writing by Retailer and Company.
The Retailer is strictly prohibited from selling Rocky Mountain Barber Company products online. This includes Retailer's own website and any third-party online marketplace, including but not limited to those operated by Amazon Inc., eBay Inc, Wal-Mart Stores Inc., Etsy Inc. and their affiliates and/or subsidiaries. Failure to comply will result in immediate termination of Retailer's authorization to resell Company Products. All additional sales locations must be pre-approved by Company in writing.
Advertising. The Retailer is authorized to advertise that it carries Company's products. However, the Retailer is prohibited from publishing, advertising, marketing, or promoting prices for the Company's products online. This includes the publishing of pricing through any e-commerce platform such as the Retailer's website. Any purchase related to Company's product must occur at the approved bricks-and-mortar location, and not through the Retailer's website. This includes instances where the customer's order is placed online and picked up in store. The Retailer agrees that any violation of this provision may result in the immediate termination of this agreement and/or other legal remedies available to Company.
Resale Prices. The Retailer agrees not to sell any of the Company's products at a price below the Minimum Advertised Price (MAP) established by the Company, which shall be the price at which the Company is selling the product at that particular time. The Company will not be required to communicate any changes to the MAP to the Retailer, and the Retailer acknowledges that any failure to comply with the MAP policy may result in the termination of this agreement and/or other legal remedies available to the Company.
Packaging. Product shall be sold in its original packaging and shall not be repackaged or otherwise modified without Company’s permission.
Warranties. Company warrants that the Goods shall be free of substantive defects in material and workmanship.
Risk of Loss. Title, risk of loss, theft, and damage shall pass to the Retailer upon delivery of Products to the Retailer.
Support. The Retailer shall be responsible for all first level of support for the Retailer customers (e.g., initial response, problem identification and problem resolution).
Ownership of Intellectual Property
Retention of Rights. The Retailer acknowledges and agrees that Company owns and shall retain all right, title and interest in and to (a) all intellectual property rights embodied in the Products, including the manufacture and/or production of Products (and all copies and derivative works thereof, by whomever produced), and associated Product documentation; (b) all of the service marks, trademarks, trade names or any other designations, and (c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Products.
No Rights Granted. The Retailer acknowledges and agrees that this Agreement does not grant to The Retailer any intellectual property rights in the Products.
Use of Trademarks. Use of Company Trademarks, logo, and other marks ("Marks") on the Retailer’s marketing and promotional material is not permitted without the Company’s written permission.
Trademark Policies. If authorized by Company, the Retailer's use of such Marks shall be in accordance with Company' policies in effect from time to time, including, but not limited to, trademark usage and advertising policies.
No Trademark Claims. The Retailer shall have no claim or right in such Marks and Retailer shall not make any claim or contest the use of any such Mark authorized by Company. Except as expressly authorized in writing by Company, Retailer shall not file or attempt to register any Mark or any mark confusingly similar Marks.
Protection of Information. Each party shall protect the other's Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information.
Non-Disclosure and Non-Use. Neither party shall disclose to third parties the other's Confidential Information without the prior written consent of the other party. Neither party shall use the other's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement.
Notification of Employees and Agents. Each employee or agent of Retailer, performing duties hereunder, shall be made aware of this Agreement.
Definition of Confidential Information. The term "Confidential Information" includes all material, non-public, business-related information, written or oral, disclosed or made available to either party, directly or indirectly, through any means of communication or observation.
Termination. Either party may terminate this Agreement with or without cause at any time.
Effects of Termination. Upon any termination or expiration of this Agreement, Retailer shall cease to be an authorized Retailer of Product and all rights and licenses granted to Retailer hereunder shall cease. Retailer shall immediately:
·cease all use and distribution of the Product;
·discontinue any use of the Marks; and
·cease to promote, solicit or procure orders for the Product.
Continuing Obligations. The termination of this Agreement shall not release Retailer from the obligation to pay any sum that Retailer may then owe to Company, or from the obligation to perform any other duty or to discharge any other liability incurred by Retailer prior thereto.
Exceptions to Indemnity. Company shall have no obligation under this Agreement for any claim of infringement or misappropriation to the extent that it results from
· modifications to the Products made other than by Company;
· failure of Retailer to use updated or modified Products provided by Company to avoid a claim of infringement or misappropriation;
·compliance by Company with designs, plans or specifications furnished by or on behalf of Retailer; or
·any opening of or other tampering with a Product by non-Company personnel.
Assignment. The parties may not assign this agreement or any right or obligation of this agreement, by operation of law or otherwise without prior written consent of the party, which shall not be unreasonably withheld.
Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is created by this Agreement.
Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Interpretation. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.
Amendments. No change or modification of this Agreement will be valid unless it is in writing and signed by each party to this Agreement.
Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the province of Ontario without regard to its conflict of laws rules.
Jurisdiction. The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Ontario, Canada.
Compliance of Law. The parties shall comply with any and all applicable laws, rules and regulations of the governmental authorities concerned.
Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. In the event of a threatened default or default as a result of any of the above causes, the defaulting party shall exercise its best efforts to avoid and cure such default. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.
Duty to Cooperate. The Retailer will cooperate with any requests from the Seller regarding governmental inquiries or investigation requests.