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Terms & Conditions
AUTHORIZED WHOLESALER AGREEMENT
The distributor Agreement (the “Agreement”) is made effective as of the date of signature, between SUPPLIER and RESELLER are each individually referred to herein as “Party” and collectively as “Parties”.
1. As SUPPLIER and RESELLER would like to agree to the sale and distribution of certain products (the “Products”), the Parties agree as follows:
Purchase. RESELLER agrees to purchase the Products only from SUPPLIER.
2. Authorized Channels. SUPPLIER authorizes RESELLER to sell the Products at the physical street address registered under RESELLER business documentation. RESELLER is not authorized to sell the Products through Amazon.com or any other platform without the expressed permission of SUPPLIER.
3. MAP Policy. SUPPLIER does currently have a MAP policy. RESELLER agrees to follow the MAP pricing guidelines provided by SUPPLIER.
4. Use of Intellectual Property. SUPPLIER agrees that RESELLER is permitted to use its intellectual property (“IP”), including its trademarks and copyrighted materials, to promote and sell the Products through the Authorized Channels. RESELLER understands and agrees that all rights to the IP remain with SUPPLIER, and this agreement conveys no ownership rights over the IP.
5. Termination. Either Party may terminate this Agreement. With or without cause, effective thirty (30) days after receipt of notice. Upon completion, RESELLER shall cease use of all SUPPLIER IP, except as necessary to sell RESELLER’s then-current inventory of the Products.
6. Representation of Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that that execution and delivery of the Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable by its terms.
7. Severability. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
8. Entire Agreement; Modification, Waiver, Successors, and Assigns. This Agreement constitutes the complete agreement and sets forth the full understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes all prior discussions and opinions in respect to the subject of this Agreement, whether written or oral. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the Party against whom the same is sought to be enforced. The waiver by a Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other or subsequent violation by the Party in breach. Either Party may not assign this Agreement without the prior written consent of the other Party.
9. No Conflict. The Parties warrant that they have not previously assumed any obligations inconsistent with those undertaken under this Agreement.
WHEREFORE, the Parties acknowledge that they have read and understood this Agreement and voluntarily accept the duties and obligations set forth herein.