Preamble
THIS RESELLER AGREEMENT (the "Agreement") is made and entered into as of the date of electronic acceptance below, by and between United Production Services, Inc. DBA Bold Distribution, Inc. ("BOLD, Inc." or "BOLD") and the Reseller identified in the Reseller Information section below.
1. Appointment of Reseller
(a) BOLD, Inc. authorizes and appoints the Reseller identified in this Agreement as a non-exclusive reseller to market, sell, or incorporate for resale the Products provided by this Agreement.
(b) BOLD may revise the list of Products at any time without written notice.
2. Orders
(a) All orders must be submitted either in writing (as a Purchase Order) to Bold Distribution or through the provided online portal, and shall include Product item number, description, quantity, unit price, and delivery location.
(b) Reseller shall be notified of any expected delays in shipment or back-ordered items.
(c) All sales are final. There shall be no refunds, returns, or cancellations of items.
(d) If an item is defective, a replacement item or applicable credit memo shall be issued to the reseller after the item has been returned to Bold, Inc. and deemed defective by our engineers or by the product manufacturer. Any other end-user or reseller issue regarding the product, performance of a product or expectation of a product will need to be addressed directly to the product manufacturer.
3. Drop Shipments
(a) In accordance with Tennessee state law, drop shipments from an out-of-state reseller to customers in Tennessee will be subject to Tennessee sales tax. To avoid the sales tax, an out-of-state reseller must either (1) provide a resale certificate with a Tennessee registration number, (2) provide an exemption certificate evidencing that the sale of goods is not subject to Tennessee sales tax, or (3) obtain a Tennessee resale certificate from the customer receiving the shipment.
(b) International drop shipments are not permitted.
4. Delivery of Products — FOB DESTINATION
Bold, Inc. will remain liable for any damages, losses, or defects to the Products until the Products are delivered to the reseller, after which the reseller will be solely liable.
5. Price
(a) Reseller shall pay Bold, Inc.’s reseller price for each Product, as listed in the most recently updated price sheets, less any discounts that may apply.
(b) Reseller Discount — Reseller discounts are offered at tiered levels based on yearly sales volume and will be communicated to resellers as they apply. Resellers that reach a certain tier in a calendar year will have 3 months in the following calendar year to maintain their tier status. During those 3 months, the previous year’s tier status will remain.
(c) Resale Prices — Reseller may determine its own retail prices, which shall not be lower than the Minimum Advertised Pricing ("MAP") provided to each reseller for each item. Violation of MAP price standards shall result in price difference fees and/or termination of this Agreement, based on the sole discretion of Bold, Inc., in addition to consequences set forth by the product manufacturer.
(d) Price Changes — Updated price lists shall be provided each month, or as they become available. Prices shall be based on current price offered when Purchase Order is submitted.
(e) "B-Stock" Items are sold "As-Is" at an already discounted price and are not subject to tiered reseller discounts.
6. Payments
(a) All payments shall be due upon order unless otherwise negotiated based on a submitted credit application and well-established account history.
(b) Any applicable taxes shall be applied to the reseller’s invoice and paid by the reseller.
(c) An additional 3% convenience fee will be applied to all credit card orders.
7. Term
(a) Initial Term. The initial term of this Agreement will begin upon the date stated below and continue yearly unless terminated in writing by either party.
(b) Bold, Inc. reserves the right to terminate this Agreement at any time with or without cause.
8. Limited Warranties
(a) Any available product warranties offered by the manufacturer shall be communicated by Bold, Inc. to the reseller.
(b) "B-Stock" items are sold "As-Is" and are not subject to product warranties, unless otherwise stated.
9. Reseller Responsibilities
(a) Marketing. Reseller shall use reasonable efforts to market, advertise, and otherwise promote and sell the Products in the Territory.
(b) Maintain Records and Reports. For three years after the expiration or termination of this Agreement, Reseller shall maintain records of its marketing, sales, and support and maintenance services under this Agreement.
(c) Reports to Bold, Inc. On Bold, Inc.’s reasonable request, reseller shall provide Bold, Inc. with reports describing its sales, including the quantity of each item sold, the dates and serial numbers of the product sold, and remaining inventory on hand.
10. Markings and Notices
Reseller will not remove or alter any trademarks, Product identification, notices of any proprietary or copyright restrictions, or other markings or notices that appear on the Products or their packaging.
11. No Reverse Engineering
Reseller will not create or attempt to, or aid or permit others to, create by reverse engineering, disassembly, decompilation, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organization of any Product, unless expressly permitted by Law.
12. Confidentiality Obligations
The parties shall continue to be bound by the terms of the Non-Disclosure Agreement between the parties, a copy of which is attached to or referenced by this Agreement.
13. Governing Law
This Agreement will be governed by the internal laws (and not the conflicts of law provisions) of the State of Tennessee, United States of America. Each of the parties agrees that any litigation based hereon, or arising out of, under, or in connection with this Agreement, will be brought and maintained exclusively in the courts of the State of Tennessee located in Sumner County, Tennessee, or in the United States District Court for the Middle District of Tennessee.
14. Binding Effect
This Agreement will benefit and bind the parties and their respective heirs, successors, and permitted assigns.
15. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall be deemed to be one and the same document. Electronic acceptance via BOLD’s online dealer application shall constitute a binding counterpart under the U.S. ESIGN Act and the Tennessee Uniform Electronic Transactions Act.
Acknowledgment
The parties, being in agreement with the foregoing, acknowledge their agreement by electronically signing below. By submitting this application, the Reseller expressly acknowledges that they have had an adequate opportunity to review all of the Agreement’s terms, including with an attorney of their choice if so desired, that they agree to each of the terms contained herein, and that they understand that this Agreement will become a binding agreement between Bold, Inc. and the Reseller upon acceptance.