Terms

This wholesale Agreement (hereinafter “the Agreement”), effective as of (date), is made and entered into by and between C F Oakton Inc. (hereinafter “the Company”) and (company name) (hereinafter “Merchant”).

Merchant wishes to sell and promote the products offered by the Company at (website or street address).

1. General terms.

The Company and Merchant agree to the following:

a). Definitions: “C F Oakton, Inc. Warehouse” shall be designated as the storage of products listed at the following address: 5900 Triumph Street, Commerce, CA 90040.

b). The Company’s Role: The Company will provide product fulfillment for all sales obtained by Merchant in regards to any images supplied by the Company. The Company is not involved in the actual transaction between the Merchant and buyer. The Company is not the agent of either the Merchant or the buyer. The Company retains all rights to images provided and retains the right to prohibit the use of any and all images provided, as detailed in section 7 below covering Intellectual Property.

c). Term: Merchant and the Company agree that the term of the Agreement shall commence on its above written effective date and shall continue for a period of six (6) months, and for as long thereafter as it is mutually agreed between Merchant and the Company.

d). Cancellation: If Merchant or the Company are not satisfied with the program defined by this agreement, and the results thereof, either party may terminate this agreement by providing thirty (30) days written notice to the other aforementioned party.

e). Modifications: All orders are subject to these terms and conditions of sale (hereinafter “Terms and Conditions”) unless otherwise varied by an agreement in writing. The Company retains the right to modify this agreement at any time. Changes will not be retroactive. If any modification is unacceptable to Merchant, Merchant may terminate the Agreement. Continued participation in the Agreement following modification will constitute acceptance of the modifications.

f). Severability: If any provisions or sections of this Agreement are deemed unlawful, void, or are for any reason unenforceable, then that provision or section shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions or sections.

2. Acceptance of Orders
a. All orders are subject to our express acceptance via a confirmation of Merchant’s sales order. No order placed by Merchant shall be deemed to be accepted by the Company until the Company issues a final acceptance notification and confirmation of the order.
b. The Company reserves the right to decline orders from any Merchant, including but not limited to Merchants that promote sexually explicit behavior, display pornographic material, practice racial or gender-based discrimination, engage in and/or incite violence, or engage in any other illegal activity.
c. The Company reserves the right to restrict sales by a Merchant to a particular territory.
d. The Company reserves the right to choose those retail accounts with which to do business and the right to accept or reject any purchase order from any account at any time. Any violation of the terms of this Agreement may result in the Company’s refusal to accept any purchase order from a retail account in the future in its sole discretion, at any time.
e. No Auction Sites. Merchant may not sell any new C F Oakton merchandise on e-Bay or any other auction-style site.
f. No Trans-Shipping. Merchants may not support or supply resellers who advertise below the published Minimum Advertised Prices (hereinafter “MAPs”), and the Company may refuse to sell C F Oakton merchandise to Merchant if Merchant is in any way related to such a reseller.
3. Payment
a. Payment terms will vary depending on Merchant credit history and account standing. The Company will send Merchant an invoice following each order.
b. Past due accounts are subject to a late fee of 1.5% per month on the delinquent amount and no shipments will be made on any past due accounts. Merchant agrees to be liable for all collection costs incurred by the Company including, but not limited to, attorney and collection agency fees, and all related disbursements.
c. A $25 returned check charge will be assessed for any check returned for any reason.
d. All merchandise is sold with the intention of resale by Merchant and any applicable taxes are the responsibility of Merchant.
e. Prices and specifications are subject to change without notice.
f. A 25% restocking fee shall be assessed for any orders that are refused or canceled after they are put into production and for any merchandise returned to the Company without proper authorization.
g. Fuel surcharges are subject to changes in the market and shall be passed on to Merchant should they be levied on the Company.
4. Pricing.
a. The Company shall provide Merchant with a list of products and their Net Product Cost and/or Net Delivered Cost.
1. Net Product Cost shall mean the individual unit price per item, not including shipping or handling from C F Oakton, Inc. Warehouse.
2. Net Delivered Cost shall mean the cost which the Merhcant shall pay the Company, which includes the Net Product Cost and any shipping and handling charges related to the delivery of products from C F Oakton, Inc. Warehouse.
b. The Company may supply a suggested retail price but does not promise or suggest those prices to be the best price for Merchant.
c. Merchants who offer C F Oakton furniture for sale via the Internet agree not to advertise below the Company’s MAPs.
1. For purposes of this policy, “advertised price” shall mean the Merchant’s total Internet selling price, reduced by the wholesale invoiced value of any associate premium, rebate, discount, gift, and/or promotional item given away with the sale of the products. The total advertised price, minus the wholesale invoiced value of any associated gift, etc., may not be less than the total of the state MAPs.
2. MAPs are published by the Company for C F Oakton furniture and are updated periodically. Merchant is required to update their advertised prices accordingly and promptly within a commercially reasonable period of time.
3. The MAPs policy covers advertising and related materials that are provided by the Merchant or are posted anywhere on an Internet website, including but not limited to order entry/purchase order form, direct e-mail advertising and advertising and related materials that are accessible through the website by means of a hyperlink.
4. The Company reserves the right to monitor posted prices, including but not limited to prices posted on Merchant’s website.
5. Violation of the MAPs policy will result in one (1) month suspension of orders and shipments of the Company’s products for the first offense; a three (3) month suspension of orders and shipments for the second offense; and a termination of orders and shipments of the Company’s products after a third violation.
6. The Company is NOT dictating the price of the Company’s products that are Merchants quote, sell or advertise in a physical store location or in local marketing efforts. Merchants operating from a physical store location have complete freedom to set and determine the prices at which the Company’s products are sold in their stores. This policy relates SOLELY to the sale of the Company’s products through or over the Internet. See below for rules with regards to Merchants selling the Company’s products from a physical store.
d. Merchants who are approved to show prices on the Internet are required to post prices on their website. “Call for Price” posting on any website is unacceptable.
e. While merchants selling the Company’s products from a physical store remain free to set their own prices, said Merchants shall not disclose their prices via the Internet, including but not limited to advertising prices on Merchant’s website and communicating prices electronically unless specifically approved by the Company.
5. Delivery and Returns
a. All prices are FOB the Company’s warehouse unless otherwise specified. All merchandise becomes the property of Merchant upon delivery to the carrier.
b. The Company ships by common carrier and delivery dates are not guaranteed. The Company will make every effort to adhere to the delivery dates provided but assumes no liability in the event of delays.
c. Bad address. The Company will charge Merchant any and all fees associate with a bad address provided.
1. If the apartment/suite number is not included or a bad postal code is provided and re-shipping is required, there will be a re-shipping charge equal to the original shipping charged added to the Merchant credit card.
2. There will be a 15% (fifteen percent) restocking fee for all packages returned to the Company resulting from provision of a bad address.
d. Merchants who offer the Company’s products for sale via the Internet agree to ship all products on their own accounts with transportation delivery service providers.
1. Merchant agrees to use the appropriate transportation delivery carriers, including but not limited to a white glove in-home delivery service that provides receiving, deluxing, in-home set-up, box removal, etc.
2. Merchant agrees to indemnify, defend and hold harmless the Company against any and all costs, claims and expenses that may arise or derive from the delivery service.
3. Merchant must ship all items using their own accounts with the transportation delivery services such that all billing for freight is sent and charged directly to Merchant. The Company will not prepay and add freight charges to an invoice for any items sold via the Internet.
4. Carriers must pick up orders on the assigned day between 8 am and 12 pm. Any deviation from the assigned date and time must be agreed upon with the Company shipping department.
e. The Company does not ship to private residences. The Company only ships to wholesalers.
f. Merchant shall have ten (10) days from the date of delivery to inspect the merchandise and notify the Company of any damaged merchandise or incorrect orders. Claims made more than ten (10) days after delivery of merchandise will not be honored. Please see the Returns Policy located at http://www.cfofurniture.com/info/Return_Policy for specific information regarding returns and claims for damage.
g. Uniform Return Policy: The Company will provide a thirty (30) day return policy during which a buyer may return any product, undamaged and in its original packaging, at their own expense. The Company will also provide a return/refund policy for any damaged or defective product as long as any claims are placed within the agreed upon thirty (30) days of the product being received. All returns are subject to a fifteen percent (15%) restocking fee. Full details of the Return policy can be found at http://www.cfofurniture.com/info/Return_Policy.
h. Merchants who offer the Company’s products for sale via the Internet agree to a two percent (2%) discount to be applied to invoices in lieu of returning products to the Company. The Company does not accept product returns for any reason.
6. Warranties
a. All goods sold by CF Oakton are warranted free from defects in material and workmanship for a period of one (1) year from the date of delivery.
b. Additionally, the Company offers a five (5) year warranty on products sold directly to consumers. Full details of this warranty can be found at http://www.cfofurniture.com/content/Warranty.htm.
c. Notwithstanding the foregoing, there are no warranties or guarantees, express or implied, whether of fitness for a particular purpose, of merchantability, or otherwise. All warranties or guarantees that may be implied by law, custom, or usage are expressly disclaimed.
d. CF Oakton does not warrant color and grain variations in wood. Additionally, the inherent characteristics of fine woods affect how they absorb stains. As a result, CF Oakton cannot ensure the matching of related pieces or various surface stains on the same item.
e. Glass, mirrors and metal finishes may be subject to defects including but not limited to small seeds, slight areas of discoloration, and/or minor surface or subsurface scratches. Additionally, inconsistent weld points are inevitable in furniture hand crafted from metal. These characteristics are within industry standards and are acceptable and the Company makes no warranty with respect thereto.
7. Intellectual Property
a. Merchant acknowledges and agrees that the Company owns all rights in and to the copyrights, trademarks and intellectual property rights.
b. Definition. Intellectual Property means: (a) copyrights and any other rights to any form or medium of expression including but not limited to pictures, designs, logos, photographs, text and content associated with the C F Oakton website, any C F Oakton catalog, and all C F Oakton merchandise; (b) trade secrets, privacy rights, and any other protection for confidential information or ideas; (c) patents and patent applications; (d) any items, information or theories which are protectable or able to be registered under any copyright, patent, trade secret, confidentiality or other similar laws; (e) trademarks and trade names; and (f) any other similar rights or interests recognized by applicable law, associated with or of the Company’s products.
c. Merchant may use certain C F Oakton Intellectual Property in marketing collateral and on their website, as provided to Merchant and approved in advance by the company.
1. Only approved and authorized Merchants may use the Company’s Intellectual Property.
2. Approved Merchants will receive a non-exclusive license to the Intellectual Property in connection with the promotion and marketing of the Company’s products on Merchant’s website. Merchant acknowledges and agrees that the Company owns and shall retain all ownership in the Intellectual Property.
3. In seeking approval for any promotion or marketing on websites, the Intellectual Property usage must comply, at a minimum, with the Company’s guidelines regarding graphic appearance, trademark notices and with the Company’s standard marketing policies.
4. Any usage of C F Oakton Intellectual Property which disparages or injures the Company or the Company’s products in any way, in our sole discretion, will not be approved.
5. Any usage of C F Oakton Intellectual Property which promotes or markets the Company or its products in any illegal, deceptive, undesirable or improper manner will not be approved.
6. The Company reserves the right to revoke approval of usage of C F Oakton Intellectual Property at any time, for any reason or no reason, at its sole discretion. Upon notice of revocation, Merchant will immediately remove all C F Oakton Intellectual Property from its website and other marketing materials.
d. You may not alter the C F Oakton Intellectual Property in any way.
8. Miscellaneous Terms
a. The Company is in no way responsible or liable in any way for the success of Merchant’s business, including but not limited to sale of the Company’s products via the Internet or in a physical store location. Further, Merchant has independently evaluated the desirability of ordering products from the Company and are not relying on any representation, guarantee or statement other than set forth in this Agreement.
b. Merchant acknowledges and agrees that none of the terms of this Agreement are intented to be, nor should they be construed to be a franchise or business opportunity under the laws or regulations of the United States or of any state.
c. Limitation of Liability.
1. The Company shall under no circumstances whatsoever be liable for any indirect or consequential loss howsoever caused and the Company's liability with respect to breach or non-performance of any order shall be limited to the invoiced value to which the claim relates.
2. Each Merchant is responsible for and liable for any business conducted, either through their website, at a physical location, or in any other manner. Merchant shall indemnify, defend and hold the Company harmless from and against any claims (threatened or actual) arising out of any materials presented on Merchant’s website or otherwise conveyed to the public. This includes itinerant expenses, including but not limited to litigation costs and reasonable attorneys fees.
d. Force Majeure. In the event that the Company is prevented from carrying out its obligations as a result of any cause beyond its control such as but not limited to acts of god, war, strikes, lock-outs, flood and failure of third parties to deliver goods, the Company shall be relieved of its obligations and liabilities for as long as such fulfillment is prevented.
Governing Law. This Agreement is governed by the laws of California without regard to the conflict of laws provisions thereof or the Convention on the International Sale of Goods, which shall not apply. Merchant submits to the jurisdiction of the federal and state courts of the State of California and waives any objection based on venue or forum non conveniens.