Wholesale Terms of Service

This reseller agreement (the “Agreement”) is made between you or your business entity ("you") and Riff Enterprises, Inc, doing business as “Nuzest USA” (“We,” “Us,” “Our”). Both parties agree to the following terms:

1. Appointment as Authorized Reseller. We appoint You as a nonexclusive authorized reseller of Our goods. Both parties agree that You are an independent contractor; You are not, and agree not to market Your company as, Our agent, partner, franchisee, joint venturer, or employee.
   
   
2. No Online Sales; No Sales Outside U.S. and Canada. You are not authorized to sell Our goods online without Our express written consent. Further, you agree not to sell any of Our goods to customers that are outside of the U.S. or Canada.
   
   
3. Reseller Price List; Minimum Advertised Price Policy
   
   
1. Reseller Price List. We will also provide You with a reseller price list, which will outline the price of the goods We sell to You. We reserve the right to adjust prices in the reseller price list from time to time, except that We agree to maintain prices for a minimum period of three months from date we provide such list to you.
   
   
2. Minimum Advertised Price (MAP) Policy. We have established a MAP policy in order to preserve our strong reputation for providing customers with high value products and valued after sales support. Unless otherwise agreed to by Us in writing, all of Our online resellers agree to not advertise any of Our goods at a price that is lower than the price on Our MAP retail price list. This MAP policy applies to all advertising in any and all media, including (among others) flyers, posters, coupons, mailers, inserts, newspapers, magazines, internet or similar electronic media, television, radio, or other public signage. It will not be a violation of this policy to generally advertise “the lowest prices,” “call for price,” “email for price,” or similar language, so long as no price is listed. This MAP policy applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer within Your retail location or over the telephone. We recognize that any authorized reseller of Our goods can make its own decision to advertise and sell Our goods at any price it chooses without consulting or advising Us. We similarly have the right to make Our own independent decision regarding who We authorize to resell Our goods. We will not do business with any reseller who violates any obligation under this MAP policy.
   
   
4. Reseller Marketing Responsibilities. You agree to market Our goods vigorously; to provide a competent, adequate, aggressive sales organization; and to actively and professionally promote the goods to the best of Your ability. You will not expand or alter any warranties or representations We make to end users, or assume or create any other obligations on Our behalf.
   
   
5. Reseller’s End-User Customers. You represent, and We are relying on Your representation, that You will obtain goods only for Your own accounts, and offer for sale and deliver Products only to end users. You have no right to, and agree not to, create any additional or indirect locations, dealers, distributors, or to transfer the goods to any third party for remarketing and sales.
   
   
6. Payment; Shipping; Late Payment Fees. Unless otherwise agreed in writing, You must pay in full before We are obligated to ship any goods. You agree to reimburse Us for any costs incurred as a result of dishonoured checks or credit card transactions. We will make reasonable efforts to supply You with Our goods as expeditiously as possible, but we have no obligation and We do not accept responsibility for damages resulting from any failure to deliver Our goods within defined timeframes requested by You.
   
   
7. Acceptance of Goods. You are responsible to check the contents of all deliveries to verify that the contents are in satisfactory condition. Unless notified within 24 hours of deliver, We accept no responsibility for any goods that may be damaged or otherwise unfit for sale. 
   
   
8. Ownership of Goods. We retain all ownership of the goods until You have paid all outstanding invoices for such goods. You agree that We have the right to retake possession of Our goods and to keep and resell such goods. You agree to reimburse Us for all costs incurred in order to retake possession of Our goods.
   
   
9. Limited License to Use Our Marketing Materials. Subject to this Agreement, We grant to You the limited, non-exclusive right to use, during the term of this Agreement and as for so long as the You sell Our goods, the trademarks, trade names, and other intellectual property associated with Our goods for the sole purpose of marketing Our goods. Except as expressly provided in this Agreement, neither party willacquire any rights or interest in the other party’s trademarks, trade names, trade dress or other intellectual property. We reserve the right to approve the substance and form of any and all uses of Our trademarks, trade names, and other intellectual property.
   
   
10. Indemnification. You will indemnify, defend and hold Us, Our officers, affiliates, subsidiaries, agents and employees harmless from and against any third-party claims, actions, liabilities, losses and expenses (including reasonable attorney fees) arising out of, or related to, Your negligence or willful misconduct.
    
    
11. Choice of Law and Venue. The laws of the state of Washington will govern any dispute arising under or relating to this Agreement. The parties submit to the jurisdiction of the state of Washington and federal courts for or in Seattle, King County, Washington, and agree that any legal action or proceeding relating to this Agreement may be brought in those courts.
    
    
12. Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) the provision will be interpreted, construed, or reformed to the extent reasonably required to render the provision valid, enforceable, and consistent with the original intent underlying the provision; (b) the provision will remain in effect to the extent that it is not invalid or unenforceable; and (c) the invalidity or unenforceability of the provision will not affect any other portion of this Agreement.
    
    
13. Binding Agreement. This Agreement is binding on the transferees, successors, assigns, and legal representatives of both parties.
    
    
14. Counterparts. This Agreement may be executed in any number of counterparts, each of which is enforceable against the parties actually executing such parts, and all of which together constitute one instrument.