COWGIRL COUTURE DEALER TERMS & CONDITIONS
Each Dealer of Cowgirl Couture products agrees to the following terms and conditions:
1. Presentation of the Brand. Cowgirl Couture products presented online or in print must show the current product images and Cowgirl Couture logo, which are available at email@example.com. Images must be clear and in-focus. All Cowgirl Couture products must be identified with the Cowgirl Couture brand name and the current product name (i.e., “Cowgirl Couture ™ Rancher’s Daughter Short Sleeve TShirt”). Cowgirl Couture introduces new products on a seasonal basis. For Cowgirl Couture Dealers that drop ship, please ensure that your website reflects the current offering of Cowgirl Couture products.
2. Third Party Reselling. Cowgirl Couture does not authorize third party reselling (the practice of an authorized Cowgirl Couture Dealer selling Cowgirl Couture products to another retailer).
Authorized Cowgirl Couture Dealers may market Cowgirl Couture products on third party websites provided the authorized Cowgirl Couture Dealer is clearly identified and fulfills the order. Those Dealers who engage in third party retailing by selling Cowgirl Couture products to other retailers will lose their Dealer status immediately and will no longer be allowed to purchase Cowgirl Couture products.
3. Orders. The minimum order amount is fifty (50) pieces and/or a minimum of 4 clothing packages. To maintain active status, Dealers must place a minimum of 4 orders per year. Orders are subject to written acceptance by an authorized Cowgirl Couture representative. Cowgirl Couture reserves the unconditional right to reject any order, in whole or in part. Orders are not binding on Cowgirl Couture until written acceptance of the order by Cowgirl Couture or shipment (but only to the portion of the order shipped). Any automatic or computer generated response to an order is not a deemed acceptance of the order.
4. Minimum Advertising Price (MAP). Cowgirl Couture expects that all Cowgirl Couture products, except as otherwise noted, will be advertised at the Manufacturer’s Suggested Retail Price (“MSRP”) every day, during non-promotional periods, as determined by Cowgirl Couture. Under the MAP program, Dealers may advertise to sell all Cowgirl Couture Products at Cowgirl Couture’s MAP Price (25%-40% off MSRP) during three promotional periods. Dealers may only advertise at the MAP Price six weeks per year, for no more than two weeks at a time, during dealers set selling periods. Dealers please provide selling dates below: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________
5. Payment Terms. Cowgirl Couture requires prepayment in full for all orders prior to shipment. All credit card payments are subject to a 3% surcharge fee. Payments via check are accepted, but are subject to a shipping hold until funds are cleared. There is a $25 fee for all returned checks.
6. Affiliate Marketing. Dealers utilizing Affiliate Marketing are responsible for ensuring all content, logos, imagery, and product information is current and all advertised prices are in compliance with Cowgirl Couture’s MAP Policy.
7. Selling Outside of the US. Dealers located in the United States may not distribute or promote Cowgirl Couture products outside of the United States and its territories. 2 _____________ Dealer Initials
8. Fees. Drop ship orders placed on website will be charged a $2.50 handling fee. Drop ship orders placed via email will be charged $5.00.
9. Pricing. All Cowgirl Couture pricing is subject to change without notice. Please contact Cowgirl Couture Dealer Service with any questions.
10. Taxes. Dealers are responsible for any national, state or local sales, use, value added or other tax, tariff, duty or assessment levied or imposed by the United States or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based on Cowgirl Couture’s income. Dealer must pay directly, or reimburse Cowgirl Couture for the amount of such sales, use, value added or other tax, tariff, duty or assessment that Cowgirl Couture is at any time obligated to pay or collect.
11. Shipping. Dealers allow 2-3 weeks for delivery of orders. Standard shipping within the contiguous United States is USPS Priority Mail. Refused shipments will incur a 15% restocking fee applied against the order total, plus shipping charges to and from the Dealer’s location. Generally, Cowgirl Couture charges the following shipping fees per order (which are subject to change at any time and without notice to the Dealer): Orders $500 and under: $15.00 Orders between $500 and $750.00: $30.00 Orders above $750.00: Free Shipping
12. Shipping Discrepancies & Shortages. Shipping discrepancies, shortages, or invoicing errors must be reported to Cowgirl Couture Dealer Service within three (3) business days of shipment receipt. Damaged items must be reported to Cowgirl Couture Dealer Service within ten (10) business days of shipment receipt.
13. Backorders. Standard shipping charges apply to backorders.
14. Cowgirl Couture Guarantee. Cowgirl Couture guarantees all of our products against defects in materials and craftsmanship. Please note this guarantee does not cover damage caused by neglect, misuse, or normal wear. Cowgirl Couture reserves the right to replace the item at our discretion. Cowgirl Couture makes no other guarantees, warranties or representations to you or any other person with respect to the products or any services provided to you. The limited guarantee referred to in this paragraph is the only warranty, express or implied, that Cowgirl Couture makes with respect to the products. COWGIRL COUTURE SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR REASON AND NON-INFRINGEMENT. If one of your customers wants to make a return due to quality, please provide them with a credit or exchange per your store’s policy. Then, complete an online Dealer Warranty Form and we will credit your account. The Dealer Warranty Form can be accessed via email at firstname.lastname@example.org.
15. Intellectual Property Rights. Subject to these terms and condition, during the term of this Dealer Agreement, Cowgirl Couture grants you a revocable non-transferable, non-exclusive, limited license to use Cowgirl Couture’s logos, trademarks, and trade names (collectively the “Cowgirl Couture Marks”), solely in connection with the marketing, advertisement and sale of the products. Such license shall immediately terminate upon the expiration or termination of this Dealer Agreement. You agree that you will strictly comply with all standards of use for the Cowgirl Couture Marks and will at all times display appropriate trademark and copyright notices as instructed by Cowgirl Couture. All media 3 _____________ Dealer Initials advertising, printed materials and electronic documents in which a Cowgirl Couture Mark is used must be submitted to Cowgirl Couture for review in advance and must not be distributed or used in any manner without the prior written approval of Cowgirl Couture. You acknowledge and agree that the Cowgirl Couture Marks and other intellectual property provided to you by Cowgirl Couture, if any, are the sole and exclusive property of Cowgirl Couture. You will not acquire any right, title or interest under this Dealer Agreement in any patent, copyright, Cowgirl Couture Mark or other intellectual property right of any kind of Cowgirl Couture. No implied license, patent, copyright or other intellectual property right of Cowgirl Couture is granted under this Dealer Agreement or otherwise. During the term of this Dealer Agreement and thereafter, you will not do anything that will in any manner infringe, impeach, dilute or lessen the value of the Cowgirl Couture’s Marks, patents, copyrights or other intellectual property of Cowgirl Couture or the goodwill associated therewith or that will tend to prejudice the reputation of the Cowgirl Couture or the sale of any Cowgirl Couture products.
16. Dealer Marks. You agree that during the term of this Dealer Agreement, you hereby grant Cowgirl Couture a non-exclusive, royalty-free license to use your logos, trademarks, and trade names (the “Dealer’s Marks”) on Cowgirl Couture’s web sites and marketing materials.
17. Confidentiality. A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products or its services which the receiving party may obtain. The receiving party shall only disclose such confidential information to its employees, agents, or subcontractors who need to know the same for the purpose of discharging the receiving party’s obligations under the Dealer Agreement, and will ensure that its employees, agents or subcontractor keep such information confidential.
18. Returns. To submit a return, you must obtain a Return Authorization Number (RA#) from the Cowgirl Couture Dealer Service Team within thirty (30) days of invoice date. To receive proper credit, this RA# must be included with your returned merchandise. Returned merchandise must be received within ninety (90) days of the issued Return Authorization. Returns will not be accepted on discontinued items. Items that are not in resalable condition (e.g., damaged packaging, non-Cowgirl Couture pricing stickers) will be assessed a 15% restocking fee.
19. Force Majeure. Cowgirl Couture will not be liable under this Dealer Agreement for any failure or delay in the performance of our obligations under this Dealer Agreement, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Cowgirl Couture will be excused from our obligations for the period of the delay and for a reasonable time thereafter.
20. Governing Law; Venue. This Agreement is governed by the laws of the State of Florida, without giving effect to the principles of conflicts of law of such state, and will be binding upon the parties to this Dealer Agreement in the United States and worldwide. Any claims or legal actions by one party against the other arising under this Agreement or concerning any rights under this Agreement will be commenced in any state or federal court located in Okeechobee County, Florida. 21. Other Terms. The terms specified herein are the only terms under which Cowgirl Couture will sell our merchandise. We do not agree to terms and conditions stipulated on a buyer’s purchase order or similar documents unless an agreement is reached in writing and signed by an authorized representative of Cowgirl Couture.