This Sales Agreement (“Agreement”) is made between you (the “Seller”) and Wholesale2B (the “Buyer”), collectively referred to as “the Parties.”
The Seller is the Seller/Manufacturer/Distributor of the products(s) and The Buyer intends to purchase the product(s).
In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:
Sale of Goods. The Seller agrees to make available, sell, transfer, and deliver to the Buyer the agreed upon Goods (the “Goods) on an on-demand basis.
Purchase Price and Payment. Seller hereby agrees to sell the defined Goods to the Buyer for their wholesale prices. (the “Purchase Price”).
The Seller shall provide an invoice to the Buyer upon delivery of the Goods.
The Seller holds a security interest in the Goods until paid in full.
Delivery. The Seller will deliver the above-referenced Goods to the buyer at the specified address provide on per-order basis.
The Goods are to be deemed delivered when the Buyer’s customer(s) has accepted the delivery at the above location as agreed to by the Parties. The method of shipping will be determined by the Seller, and the Buyer will only be responsible for the shipping costs provided by the Seller.
Risk of Loss. The Risk of Loss will be on the Seller until the time for which the Buyer’s customer(s) accepts the delivery. The Seller agrees to keep any and all necessary insurance to insure the Goods against the loss at the Seller’s expense.
Failure to Perform or Excuse for Delay. The Seller shall not be liable to the Buyer for any non-delivery, delay, or default of this Sales Agreement due to transportation shortage of materials, delays, or labor disputes to product the Goods, accidents, fires, Acts of God, or any other outside causes of the same outside of the Seller’s control.
Termination. Either Party may terminate this Sales Agreement at any time upon written notice to the other Party.
Disclaimer of Warranties. THE GOODS SUBJECT TO THIS AGREEMENT ARE SOLD ‘AS IS.’ THE SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED OR EXPRESSED, INCLUDING, BUT NOT LIMITED TO ANY SUCH IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY OR ANY DAMAGES AS A RESULT OF ANY PART OF THIS SALES AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOST BUSINESS, LOSS OF ANTICIPATED PROFIT, FAILURE OF DELIVERY, OR COST OF DELAY WHICH ARE NOT RELATED TO OR AS A DIRECT AND PROXIMATE RESULT OF A PARTY’S BREACH OR NEGLIGENCE.
Delivery of Goods to the Buyer’s customer(s) whose data comes from Amazon.com and Amazon.ca. The Seller must agree to the Data Protection Policy of Amazon in regards Amazon’s PII (Personally Identifiable Information). The policy states: “Personally Identifiable Information” (“PII”) means information that can be used on its own or with other information to identify, contact, or locate an individual (e.g., Customer or Seller), or to identify an individual in context. This includes, but is not limited to, a Customer or Seller's name, address, e-mail address, phone number, gift message content, survey responses, payment details, purchases, cookies, digital fingerprint (e.g., browser, user device), IP Address, geo-location, or Internet-connected device product identifier.
The Seller will retain Amazon-related PII only for the purpose of, and as long as is necessary to fulfill orders (no longer than 30 days after order shipment), or to calculate/remit taxes. If the Seller is required by law to retain archival copies of PII for tax or similar regulatory purposes, this archived Amazon Information must be stored as a “cold” or offline (e.g., not available for immediate or interactive use) backup stored in a physically secure facility, and all archived data on backup media must be encrypted. In the event that PII is lost, you must be able to recover all PII lost (i.e., the data is erased or unavailable for processing due to system crash or ransomware).
The Buyer agrees to expressly state the inclusion the PII provided by Amazon.com and Amazon.ca in the orders made with the Seller, to further aid the classification of the customer’s(s’) data by the Seller.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing approved by each Party hereto.
