Last updated September 20, 2019
Comfort Lab, LP (“the Vendor”) And [RETAILER NAME] (“the Purchaser”)
1) GENERAL TERMS
1.1 Business Days and Business Hours
Business Days are defined as Monday to Friday, excluding Federal Holidays observed in the USA.
Standard Business Hours are defined as 9:00am to 5:00pm Eastern Standard Time on Business Days.
1.2 Restrictions on the Sale of the Vendor’s Products
To qualify as a wholesale purchaser, the Purchaser must engage in sales to consumers (“Retail” sales). By placing an order, the Purchaser certifies that it operates a Retail business that makes Retail sales and agrees to sell the Vendor’s products through the Retail channels that the Vendor agrees to in writing.
Sale of the Vendor’s product(s) through secondary stores, as well as website and online sales, must receive prior written approval from the Vendor. Selling the Vendor’s product(s) to other wholesale, retail and / or online sellers, and selling to or through Amazon, is strictly prohibited.
At this time the Vendor’s products may only be sold within the USA. International sales are not permitted.
2) ORDERS
2.1 Minimum and Maximum Order Quantity
Orders must be placed by the case. Each order is subject to a minimum order quantity (“MOQ”) of 1 case. Each order is limited to a maximum of 3 cases per order to respect production and shipping deadlines.
2.2 Placing an Order
To request a quote or place an order, send an email to info@ComfortLabLP.com.
To place a wholesale order, please submit a Purchase Order and be sure to indicate the following information: (i) Customer Number; (ii) product(s) being ordered; (iii) order quantity; (iv) any change in contact, billing or shipping information since the last order; and (v) any other information pertinent to that specific order.
The Customer Number will be associated with the company name, contact information and shipping and billing information provided to the Vendor when creating an account, therefore please ensure any change to that information is specified in the Purchase Order.
Once all the information required to process and fulfill the order is provided to the Vendor, the order will be considered as “Placed” and the Vendor will undertake to fulfill the order. The Vendor will notify the Purchaser and issue an invoice once the order is shipped.
Orders received after 5:00pm Eastern Standard Time will be considered as Placed the following Business Day.
2.3 Order Fulfillment and Delivery
Shipping and handling costs will be at the expense of the Vendor. The Vendor will insure the product until Receipt of the Product by the Purchaser. Receipt of the Product by the Purchaser is defined as the package being accepted and / or signed for by a person located at the shipping address specified in the Purchase Order and listed on the invoice, unless other arrangements are made by the Purchaser and agreed to by the Vendor in writing.
Delivery of the product to the Purchaser typically occurs within 10 Business Days of the order being Placed. At the request of the Vendor, a deposit may be required prior to shipping the order.
If due to unforeseen circumstances, the delivery will take longer than 10 Business Days, the Vendor will notify the Purchaser and provide the new estimated delivery date. The Purchaser then has 3 Business Days from receiving notice to provide the Vendor with written instructions to cancel the order and receive a full refund without penalty, failing which the order will remain valid and payment by the Purchaser will be due as per the prevailing payment terms defined herein.
2.4 Returns
The Vendor accepts authorized returns due to manufacturing defects or damage during shipping to the Purchaser. Any problems identified with the product(s) must be reported to the Vendor in writing within 5 Business Days of Receipt of the Product by Purchaser.
The Purchaser cannot return the product(s) until written authorization from the Vendor is received. Products sent back without authorization from the Vendor will not result in a Purchaser’s account being credited or in a refund.
Any products that are returned under false premise will not be refunded or credited to the account, and the Purchaser will incur a re-stocking charge of 15% of the order price, plus any shipping fees incurred by the Vendor.
3) PRICING POLICY
The retail price of each Product must not be less than the minimum retail price listed in the table below.
| Product | Minimum Order Quantity | Minimum Retail Price/Unit |
| Carpal Comfort Roll-On, 3oz | 1 case (49 Units)* | $19.99 |
* Must be ordered by the case.
The Purchaser agrees to market and sell the Product(s) to consumers only, and to maintain an advertised price and Retail selling Price that does not fall below the Minimum Retail price for each specific product.
The Purchaser must obtain written consent from the Vendor prior to advertising and / or selling the Product at a price point that is that is below the Minimum Retail price for that product. The Purchaser is not permitted to sell the product(s) Wholesale and / or sell at the Wholesale price.
4) PAYMENT TERMS
Upon request by the Vendor, a deposit may be required prior to shipping the order.
Orders must be paid in full within 5 Business Days of Receipt of the Product by the Purchaser. Failure to respect this deadline will incur an additional cost of 5.00% of the total order for each Business Day payment is overdue.
Payment may be made by Electronic Funds Transfer or cheque. For payment inquiries please contact info@ComfortLabLP.com.
The Vendor reserves the right to alter prices at any time unless invoiced prior.
5) MARKETING POLICY
The Vendor will provide the Purchaser with marketing material that, with the Vendor’s prior written consent, the Purchaser may use to market and advertise the Product(s) in its Retail location, printed materials / catalogues and / or on its website.
The Purchaser is not permitted to reproduce, distribute, replicate or post any materials, content or information related to the Product(s) and / or the Vendor without the Vendor’s prior written consent.
The Purchaser is prohibited from displaying statements and / or claims about the product other than those contained within the specific marketing materials provided to the Purchaser by the Vendor.
6) COPYRIGHT & INTELLECTUAL PROPERTY
All of the designs, products, and content within and any materials made available on the website are the sole property of the Vendor and / or its affiliates and /or subsidiaries. The content and materials including, but not limited to, the website, logos, designs, products, images and content are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of the Vendor. The Purchaser hereby agrees not to reprint, post, or copy (including electronic or digital scans) any and all content, photography, logo, sales materials, product designs, etc., without the advance, express written consent of the Vendor.
7) PRIVACY POLICY
Any personal information provided to the Vendor will be treated confidentially and will not be released, sold or rented to any entities or individuals outside of the Vendor’s organization.
8) PURCHASER INFORMATION
8.1 Purchaser Tax ID
The Purchaser covenants to provide the Vendor with a valid US Tax Identification Number (“TIN”). The Purchaser agrees to provide the Vendor with written notice within 5 Business Days of becoming aware of any change to its TIN. If the TIN provided becomes invalid, the Purchaser undertakes to obtain a valid TIN immediately and to provide the Vendor with the updated TIN.
8.2 Customer Number
The Purchaser will be assigned a Customer Number, which will be associated with the company and contact information, as well as the Shipping and Billing addresses provided to the Vendor and should be quoted with every order. It is the Purchaser’s responsibility to update the Vendor of any change in information prior to placing future orders.
9) MISCELLANEOUS
9.1 Governing Law
The Terms of Sale shall be governed by and construed in accordance with the internal laws of the State of Florida, USA., without reference to any conflicts of law provisions.
9.2 Compliance with Laws
The Purchaser shall comply in all respects with all applicable legal requirements and shall not take any action in violation of any applicable legal requirement that could result in liability being imposed on the Vendor.
9.3 Severability
If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect.
10) DISCLAIMER
The Vendor’s liability and responsibility for any defective Product(s) are limited solely to the cost of such goods and any such claims must be filed within 5 Business Days of Receipt of the Product by the Purchaser.
In no event shall the Vendor be liable for any consequential, incidental, special or indirect damages or losses arising out of the purchaser and / or mis-use of the Product(s).
If the Vendor is made a defendant in any proceeding, action or arbitration by the Purchaser or any third party affiliated with the Purchaser, and if no award or judgment is made or rendered against the Vendor, the Purchaser hereby indemnifies and holds the Vendor harmless from all costs and expenses in connection with such proceedings, action or arbitration, including but not limited to attorney fees and expenses.
Errors and omissions excepted.
The Terms of Sale detailed herein takes precedence over any conflicting terms in any related document.
The Terms of Sale are subject to change.
11) ACCEPTANCE OF THE TERMS OF SALE
By placing an order with the Vendor, the Purchaser accepts the terms and conditions described herein, and acknowledges that the Terms of Sale defined herein are binding for all orders placed with the Vendor, unless otherwise agreed upon by the Purchaser and the Vendor in writing.