Terms and Conditions
THIS SUPPLY AND DISTRIBUTION AGREEMENT (the "Agreement")by and between Safe Reflections, Inc., a Minnesota Corporation, with its principal place of business at 3220 Granada Ave. N., St. Paul, MN 55128, USA, (hereinafter "Supplier")
Users purchasing product online via the retail website retail.brilliantreflective.com (hereinafter referred to as "Company").
WHEREAS, Supplier designs, develops, manufactures, assembles and/or distributes certain commercial/industrial and related reflective products (referred to herein as "Products");
WHEREAS, Supplier wishes to sell to Company, and Company wishes to purchase from Supplier, such Products for resale to certain customers of Company ("Customers"); and
WHEREAS, in connection with the purchase of the Products, the parties desire to memorialize the rights, duties and obligations of each in connection with the purchase and sale of Products as set forth herein.
NOW, THEREFORE, for and in consideration of these premises, and other good and valuable consideration, the parties hereby agree as follows:
1. TERM AND TERMINATION
(a) The parties agree that the initial term of this Agreement shall commence on the date of this agreement (“Effective Date”) and continue for one (1) year ("the Term"), unless terminated earlier in accordance with the terms of this Agreement. At the end of the initial Term, the parties agree that the Term of this Agreement will automatically renew for successive one (1) year periods thereafter (the initial Term and any subsequent renewal Term(s) shall be collectively referred to herein as the "Term"), unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then applicable Term.
2. SCOPE OF PRODUCTS
Supplier hereby grants to Company the non-exclusive right to purchase, inventory, promote and resell to Customers the Products. Pricing, payment terms and Supplier’s return policies are outlined in Exhibit B. All payments from Company to Supplier shall be made in US dollars.
Supplier also grants to Company a non-exclusive license for the term of US patent No. 9,248,470 B2 to use and/or resell Products purchased from Supplier. This non-exclusive license is transferable to you and your customers (the retailers that might resell your products). This license does not apply to any product or other material other than the product or material purchased directly by you or others working on your behalf from Supplier.
3. TERMS AND CONDITIONS/COMPLIANCE WITH LAWS
- The Products shall be bought at the prices and in accordance with the financial terms and conditions agreed to in writing from time to time by the parties; provided, however, that Supplier and Company each expressly acknowledge and agree that the terms and conditions contained in this Agreement shall at all times control the arrangement contemplated herein, regardless of any additional or conflicting terms and/or conditions set forth on any website, invoice, sales receipt, correspondence, or similar document. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflicts of laws principles. The parties hereby disclaim the U.N. Convention on Contracts for the International Sale of Goods.
- Each party agrees to comply with all applicable anti-bribery or anti-corruption laws or regulations, including, without limitation, the S. Foreign Corrupt Practices Act (“FCPA”) and with all other applicable laws, regulations and ordinances, in addition to any ethical business policies put in place by Company from time to time and at the request of the other party, each party agrees to certify its compliance, on a periodic basis, with such laws. Failure to comply with this Section will allow the complying party to terminate this Agreement immediately.
(a) Supplier represents, warrants, and covenants that: (i) it has good title to the Products and the right to transfer title to the Products free and clear of any and all liens, encumbrances, or other claims of any kind; (ii) the Products will conform to all specifications and standards provided by Company and the Products shall be new and free from defects in design, materials and workmanship; and (iii) the Products and their use, sale, lease, and distribution shall not infringe, misappropriate, or violate the trademarks, service marks, copyrights, patents, patent rights, trade secrets and/or other intellectual property rights of a third party. The warranties provided above shall be valid for a period of twelve (12) months from the date of delivery or for such other period of time as is offered by Supplier in its then standard commercial warranty, whichever is longer.
(b) The warranties provided above in Section 4(a) and remedies provided in Section 4(c) below shall be assignable by Company to its Customers in connection with Company's sale of Products to such Customers and shall not be construed to negate, abridge, or otherwise reduce any other right or obligation that would otherwise exist as to any party or person described in this Section.
(c) If Supplier is in breach of any of the warranties set forth above in Section 4(a), Supplier shall, at the election of Company: (i) either repair or replace the Product(s) to Company's satisfaction and at Supplier's sole cost and expense (including any transport costs); or (ii) reimburse to Company the purchase price of the Product(s) at issue that was paid to Supplier. In the event of the repair or replacement of a Product under this Section 4(c), the contractual warranties contained herein shall be renewed under the same conditions as of the date the Product(s) is repaired or replaced.
(d) NEITHER PARTY WILL , UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS) IN ANY WAY RELATED TO THE PRODUCTS, PRODUCT SERVICES, THIS AGREEMENT OR ITS TERMINATION, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE DAMAGES ARE SOUGHT.
Unless otherwise agreed to in writing, the Supplier shall at all times maintain and demonstrate proof of the types and amounts of insurance required under Exhibit A, which is attached hereto and incorporated herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date above.
6. MAP Pricing
Company shall maintain a minimum online price of $9.99 USD.
Without limiting Supplier’s obligations or liabilities hereunder, Supplier shall, during the Term of this Agreement, and for a period of three (3) years following termination or expiration of this Agreement, at its sole expense, purchase and maintain the following insurance coverage with carriers that have A.M. Best Ratings of not less than A- and with a minimum Financial Rating of Class VII:
(a) Commercial General/Excess Umbrella Liability Insurance: Insurance shall cover all liabilities for bodily injury (including death) and property damages arising from the Products and/or the performance of this Agreement, with limits of liability of at least Four Million and No/100 Dollars ($4,000,000) for each occurrence and in the aggregate. Coverage must include Products/Completed Operations, Personal and Advertising Injury and Blanket Contractual Liability (CG 20 10 or its equivalent must be provided);
(b) Workers’ Compensation and Employer’s Liability Insurance: Workers Compensation shall be statutory by state law and Employer's Liability with a minimum limit of not less than One Million and No/100 Dollars ($1,000,000).
All insurance coverage required herein for Supplier shall extend to and protect Company, its parent company and affiliates to the full amount of such coverage, and all deductibles and/or self-insured retentions (if any), including those related to defense cost, are the sole responsibility of Supplier.
All policies, except the Workers' Compensation insurance, shall be endorsed to name Company, its parent and affiliated entities and their directors, officers, employees, representatives, and agents, as an additional insured and such policies shall be endorsed to waive all express or implied rights of subrogation against Company, its parent and affiliated entities and its/their respective insurers. The insurance coverage set forth above shall be primary to any liability insurance or other insurance carried by Company and Company's liability or other insurance shall be excess and non-contributory for claims and losses arising out of the performance of this Agreement. Supplier shall provide a coverage endorsement for each category of insurance required above, except for Workers' Compensation, which includes a cross liability clause, stating that Supplier and Company shall be considered as a separate entity.
The policies shall not be canceled, terminated or materially reduced without thirty (30) days' advance written notice sent via certified mail to Company at the address set forth in Section 7 above. If Supplier is not able to meet any of the insurance requirements set forth above in this Exhibit A, Supplier shall immediately notify Company in writing via certified mail at the address set forth in Section 7 above.
Supplier shall provide Company with a Certificate of Insurance evidencing the above-required types and amounts of insurance coverage and other requirements prior to selling Products and providing services to Company upon request. Failure of Supplier to provide Company the Certificate of Insurance or failure of Company to specifically request such certificate, shall in no way limit or release Supplier of its obligations or liabilities under this Exhibit A.
Our policy lasts 30 days. If 30 days have gone by since your purchase, unfortunately we can’t offer you a refund or exchange.
To be eligible for a return, your item must be unused and in the same condition that you received it. It must also be in the original packaging.
Several types of goods are exempt from being returned. Perishable goods such as food, flowers, newspapers or magazines cannot be returned. We also do not accept products that are intimate or sanitary goods, hazardous materials, or flammable liquids or gases.