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Aarke Wholesale - Terms of Sale

AARKE INC. – TERMS AND CONDITIONS FOR SALE

 

 

  1. DEFINITIONS

 

For the purposes of the Retail Purchase Agreement the following definitions apply, together with definitions otherwise defined in the Retail Purchase Agreement, unless the context explicitly requires otherwise.

 

“Aarke” shall mean Aarke Inc, a Delaware company with address c/o Batch & Company PC, 1150 S. Cedar Crest Blvd. Suite 203, Allentown, PA 18103 

 

“Agreement” shall mean each agreement related to purchase of Products by the Retailer from Aarke, unless otherwise agreed in writing.   

 

"Defective Product" shall mean a Product that (i) fails to conform with or operate according to its specifications or (ii) fail to comply with any applicable law or regulation.

 

“Products” shall mean the products purchased by the Retailer from Aarke.

 

“Retailer” shall mean the entity that purchases Products from Aarke.

 

  1. ORDERS AND DELIVERIES

 

  • The Retail Purchase Agreement shall apply for every order for the purchase of Products from Aarke and all of Aarke’s acceptances of such orders, thus governing the relationship between the Retailer and Aarke related to each Agreement regarding purchase and sale of Products. No other terms and conditions, such as set out in purchase orders, delivery terms, etc. from the Retailer shall become applicable between the Parties unless so is explicitly agreed in writing between the Parties.

 

  • Orders shall be placed by the Retailer in accordance with Aarke’s order process, as established by Aarke from time to time. Orders placed by the Retailer for purchase of Products shall be binding between the Parties when confirmed by Aarke. The Retailer must purchase all Products under an order that have been confirmed by Aarke unless such order is terminated by Aarke. Aarke reserves the right to may reject an order and also to terminate an order without cause and liability.

 

  • Unless otherwise agreed, the delivery term for the Products is EXW (Incoterm 2020), Aarke’s warehouse. The Products shall remain the property of Aarke until the Retailer has paid for the Products.

 

  • Aarke shall use its best efforts to deliver all confirmed orders in a timely manner. Time for delivery shall however not be of essence and accordingly Aarke shall have no liability to the Retailer if there is any delay in delivery.

 

  1. PRICE AND PAYMENT TERM

 

  • The prices of the Products shall be according to Aarke’s current price list at the date of the order. Aarke may at any time change the price list with a minimum of thirty (30) days advance notice. All orders will be invoiced in the currency set forth in the Contract Details.

 

  • Unless otherwise agreed, payment shall be made by prepayment. All bank charges are to be borne by the Retailer.

 

  • In the event of any delay in payments, the Retailer shall pay overdue interest on the amount delayed. The overdue interest shall be two per cent (2%) per month. The overdue interest shall be payable for each day elapsed from the due date to the date of actual payment.

 

  1. DAMAGED OR DEFECTIVE PRODUCTS

 

  • In the event that a Product is damaged upon delivery or otherwise is a Defective Product, the Retailer shall immediately inform Aarke thereof. For a claim to be valid it shall have been evaluated and approved by Aarke. For Products subject to claims, Aarke’s only liability is that Aarke will, in Aarke’s sole discretion, either replace or credit such Products.

 

  • A Product shall not be deemed as damaged or a Defective Product if the damage or defect is i) caused by operation or use of the Product other than in accordance with applicable user guides from Aarke for the Product, including if the Product is used with other accessories than recommended by Aarke; or ii) caused by wear and tear or otherwise due to the normal aging.

 

  • The period that the Retailer can make claims on a Defective Product is limited to twenty four (24) months from the date of delivery of said Products from Aarke.

 

  1. TERMINATION OF AN AGREEMENT

 

  • Either Party may terminate the Retail Purchase Agreement or any Agreement with immediate effect, by giving written notice thereof, if the other Party i) violates any material provision of the Retail Purchase Agreement or any Agreement and fails to cure (if curable) such violation within thirty (30) days after having received written notice thereof; ii)violates any applicable laws or regulations, including anti-bribery and corruption laws and regulations; or iii) is declared bankrupt or a petition in bankruptcy is filed by or against such Party or such Party becomes involved in composition proceedings or fails to pay a non-disputable debt or for any other reason is considered insolvent.

 

  1. WARRANTY: LIMITATION OF LIABILITY

 

  • Aarke warrants that:

 

  1. it has good transferable title to the Products;
  2. the Products upon delivery will perform in conformity with specifications and documentation supplied by Aarke; and
  3. the Products complies with applicable laws and regulations in the US,

 

  • Aarke’s liability and responsibility under the Retail Purchase Agreement or any Agreement, including for breach of warranty and for any defective or non-conforming Products, and the Retailer’s sole remedy related thereto, are limited solely to replacement of Defective Products with new products, or equivalent products, or a credit for any amounts paid for the Products. ALL REMEDIES OF RETAILER ARISING OUT OF THIS RETAIL PURCHASE AGREEMENT, ANY AGREEMENT OR WITH RESPECT TO THE SALE OR USE OF THE PRODUCTS SHALL BE LIMITED EXCLUSIVELY AND IN LIEU OF ANY AND ALL OTHER REMEDIES, TO THOSE CONTAINED IN THESE TERMS AND CONDITIONS. IN NO EVENT SHALL AARKE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OR LOSSES OF RETAILER’S OR USERS’, ARISING OUT OF PURCHASES OF PRODUCTS OR THE USE OR MISUSE OF THE PRODUCTS.

 

  1. MISCELLANEOUS

 

  • The terms and conditions of the Retail Purchase Agreement constitute the entire agreement and understanding of the Parties relating to each Agreement and the purchase and sale of the Products and supersedes any previous agreement between the Parties or any terms and conditions set out in the Retailer’s order documentation etc. The terms and conditions of the Retail Purchase Agreement shall not be deemed as waived, amended, or modified by either Party, unless such a waiver, amendment or modification is in writing and signed by both Parties.

 

  • The marketing and sale of the Products, shall be in accordance with the terms and conditions of the Retail Purchase Agreement and Aarke’s reasonable instructions and policies, as provided to the Retailer from time to time, for the promotion of the value of the Products and Aarke’s Trademark.

 

  1. LAW AND DISPUTE SETTLEMENT

 

  • This Retail Purchase Agreement and each Agreement between the Parties shall be construed and enforced in accordance with the laws of the State of New York, without regard to any conflict of law provisions.

 

  • In the event of any controversy, claim, action or dispute arising out of or related to this Retail Purchase Agreement or each Agreement, or the breach, enforcement, interpretation, or validity thereof or any part thereof, the Party asserting the dispute shall first try in good faith to settle such dispute by providing written notice to the other Party describing the facts and circumstances (including any relevant documentation) of the dispute, and allowing the receiving Party to respond to the dispute.

 

  • In the event that the Parties are unable to resolve the dispute, the Parties agree that the dispute shall be settled utilizing binding arbitration, which shall be adjudicated by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for binding arbitration under its rules then in effect in New York before one arbitrator to be mutually agreed upon by both parties.

 

MSRP

Products or goods purchased from Aarke shall only be sold at the manufacturer’s suggested retail price (MSRP) and follow the brands MAP (Minimum Advertised Price) agreement. Link to MAP policy. - https://drive.google.com/file/d/1Ws9OzR2T8DqVazFGqoWxfgIENf2ErkNu/view?usp=sharing

Any authorized promotional activity will be communicated from the respective sales representative.

WEB COMMERCE

No products or goods purchased from Aarke shall be resold by or through any on-line auction or online marketplace store (such as Ebay, Amazon or other similar sites) without the express, written authority of Aarke.  If Wholesale Account is planning to sell products produced by Aarke in an online store, it must be owned by the entity applying for a Wholesale Account and listed on the Wholesale Application to be approved by Aarke.

PRODUCT IMAGES

Aarke will make available images that you might require for your print and online presence. Should you require any additional images, please contact us. Any imagery you provide yourself must be approved prior to use (please allow adequate lead-time for approval; 3 business days is recommended).

RESELLING TO WHOLESALE ACCOUNTS

Reselling to wholesale accounts is strictly prohibited. Account will be immediately terminated.
 
PAYMENT METHODS

At this time, Aarke is offering 2 types of payment method:
1 – Prepayment by Credit Card (VISA, MASTERCARD, AMERICAN EXPRESS)

2 – Prepayment via ACH, wire transfer, or Cheque.

SHIPPING/HANDLING
We use UPS OR FedEx Ground shipping, based on cost affordability, unless you specify/request a quicker mode of shipping. The cost of shipping can be communicated in advance.

SHIPPING ERRORS, RETURNS, AND WARRANTY
Order errors must be brought to Aarke Customer Service attention within 5 business days of receipt of shipment. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to printing or manufacturing defects during the first 30 days, we will work with you to find a resolution. CONTACT: support@aarke-usa.com or respective sales representative.

MERCHANTABILITY AND MISREPRESENTATIONS
Wholesale Account agrees that Aarke makes no warranty, express or implied, as to the merchantability of Aarke products. Wholesale Account also agrees that Aarke is not liable for any misuse or misrepresentations of the goods by the Wholesale Account or the final retail purchaser or consumer, and indemnifies Aarke for any legal actions that emanate from such actions.