Type A Machines agrees to sell Type A Machines’ Products listed in the drop-shipping store to You for marketing and reselling domestically and in the international markets (collectively, the “Market”) on the terms and conditions set forth in this Agreement.
Your assignment to sell Type A Machines Products is non-exclusive with respect to the market. Your rights under this Agreement include the right to market and sell directly to end-users of the Products, and to market, promote, advertise, and hold product demonstrations. Your rights do not include the right to sell through affiliates and/or related entities.
You agree to provide information to Type A Machines concerning comments and complaints by actual and potential customers on Products and suggested new merchandise.
You agree to refrain from making any representation or giving any warranty or guarantee with respect to Products, other than those representations, warranties, or guarantees that Type A Machines has specifically authorized in writing to You to be given to the actual or potential customer.
You agree to provide to customers the Type A Machines Product warranties associated with products you make available for sale. Said warranties are available [here].
You agree to refrain from engaging in any illegal, false, or misleading activities with respect to Type A Machines Products.
If required by California state law, you agree to provide a current California resale certificate to Type A Machines.
Your purchase price is the price listed in Your shopping cart. It is Your obligation to confirm that the price listed in Your shopping cart accurately reflects any discounts offered to You. Confirmation of the order by Type A Machines shall be made by automatic confirmation e-mail.
Your orders are to state the following information:
Type A Machines shall use commercially reasonable efforts to ship orders within 3 business days of receipt of Your order.
Should a delivery address not be specified, your order will be shipped to your billing address. Should Products ordered exceed Type A Machines’ inventory, Type A Machines will ship available products and at Your request, either cancel and refund the cost of back-ordered products to You, or ship back-ordered products as they become available. Should attempts to contact you via your e-mail address be unsuccessful, Type A Machines will determine whether to cancel and refund or hold for back-order any unavailable products. Delivery of the Products will be made F.O.B. delivery location, with risk of loss passing to You upon Delivery to the Delivery Location of the Product shipped. You will report to Type A Machines any damaged Products within 48 hours of receipt of the product. Product returns will be made by You pursuant to Type A Machines’ standard return policies [available here].
Your purchase price for each of the Products shall be the retail price as published by Type A Machines, less applicable discounts. Type A Machines reserves the right to change the published retail price and such prices shall be effective immediately.
You are responsible for collecting or paying all duties or taxes based on Your sales of Products hereunder, excepting taxes based on Type A Machines’ income.
You are not entitled to reimbursement by Type A Machines for any expenses incurred incidental to the sale of the Products. This includes moneys lost by you due to chargebacks made by your customers on Type A Machines Products.
You and Type A Machines are independent contractors, and nothing contained in this Agreement shall be construed to constitute either Party as a partner, franchiser, or employee of the other. Neither Party in its dealings with third parties shall hold itself out as a partner, franchisee, agent or employee of the other Party. Neither Party shall have authority to make any agreements or incur any liability on behalf of the other Party, nor shall either Party be liable for any acts, omissions to act, contracts, commitments promises or representations made by the other, except as specifically authorized in this Agreement or as the Parties may otherwise agree in writing.
You acknowledge that the name “Type A Machines” is the trade name of Type A Machines, and all such trade names or trademarks now or hereafter used to identify the Products and all patents and proprietary information used in or applying to the Products, are and at all times shall remain the sole and exclusive property of Type A Machines or its licensors. You shall not have or take any individual right or interest to or in any Type A Machines patents, trademarks, or trade names, and You may use such patent information, trademarks, or trade names only in strict conformity with Type A Machines’ directions. You shall inform Type A Machines immediately of any infringement, interference, or improper action with respect to Type A Machines patents, trademarks, or trade names that come to Your attention.
Type A Machines grants You a nonexclusive nontransferable license for the term of this Agreement to use the name “Type A Machines” and any and all other trade names and trademarks (collectively, “Marks”) owned by Type A Machines in Your marketing and sales of the Products. You shall not use trade names or trademarks of Type A Machines, or any trade names or marks closely resembling them as part of Your business name or in any manner that Type A Machines may consider reasonably misleading, detrimental, or objectionable. The rights granted to You with respect to the use of the Marks will terminate upon any termination or expiration of the Agreement. Notwithstanding the foregoing, You may continue to use the Marks as provided herein until You dispose (by sale or return to Type A Machines) of Product inventory on hand at the date of termination or expiration of this Agreement.
You agree to update Product information regularly to ensure the accuracy and completeness of such materials. Product information shall be maintained and updated by Type A Machines on an individual SKU basis. Type A Machines shall also provide to You any Product information and marketing materials of manufacturers or licensors of the Products.
This Agreement may not be assigned by either Party. The failure of either Party hereto to insist upon a strict or timely performance of any of the terms and provisions herein shall not be deemed a waiver of any other rights or remedies that such Party may have or of any subsequent or default in the same or other terms or provisions herein. This Agreement, along with attachments thereto and the Recitals which are hereby incorporated into and made a part of this Agreement, represent the entire agreement between the Parties hereto and supersedes any and all prior negotiations, representations, understandings, and agreements between the parties relating to the matters referred to herein. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and shall be deemed to be fully given if personally delivered, or when sent by certified mail, facsimile with transmission slip retained, courier service, or by electronic mail, or other form of receipted delivery to the appropriate notice address in this Agreement, the date recorded as received. Either Party may give written notice, as herein provided, of a change of its notice address. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. You agree that Your address to receive notice under this agreement is your billing address as recorded on your order.
For notice to Type A Machines under this agreement, please address communications to:
Type A Machines
Attn: Legal Department
926 Howard St.
San Francisco, Ca 94103
TYPE A MACHINES’ LIABILITY TO YOU WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE PRICE FOR THE INDIVIDUAL PRODUCT WHOSE DEFECT OR DAMAGE IS THE BASIS OF THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OR PROFTTS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF THIS AGREEMENT SHALL BE COMMENCED MORE THAN TWO (2) YEARS AFTER THE ACCRUAL OF THE CAUSE OF ACTION.
Any dispute arising under or in connection with the agreement or related to any matter which is the subject of the agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts of California and shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules.