JINX Authorized Wholesaler Agreement
JINX, Inc. (JINX) and Retailer hereby agree to the following terms,
pursuant to which Retailer will purchase and sell products from JINX.
Retailer shall have the right to purchase products from JINX.
JINX agrees to use reasonable efforts to provide such products, but
has absolute discretion to refuse to fill any order at any time for any
reasonable commercial reason.
The minimum order quantity per SKU is 6 units. The minimum order amount for any one
shipment shall be $200 after any applicable discounts. Additional finishing beyond standard shelf product will incur additional costs. The costs can be determined with a wholesale operations representative during account creation. In addition, a restocking fee of up to 15% may be applied for all cancelled orders or returned shipments.
JINX reserves the right to back order/split ship a purchase order
if necessary. The JINX team strives to ship out orders within 2-3
business days but requests a 21 day ship window to fulfill all JINX
JINX’s responsibility is limited to proof of delivery to carrier, at which
time goods are the property of Retailer unless superseded by an
alternate agreement. Proof of Delivery must be requested within 30
days of the invoice date.
Payment terms will be established upon new account application
approval. Amounts past due are subject to a late payment of up to
1.5% percent per month.
Claims can be addressed to wholesale@JINX.com, and must be
made within 10 days of Retailer’s receipt of goods. JINX will issue
credit only when discrepancies are supported by documentation
(including photographs) that verifies such claims.
- Returns will not be accepted without JINX’s written consent; a
Return Authorization (RA) number must be given by a JINX customer
service representative. Supporting documentation must accompany
claims for style/color/size substitutions, overages, etc. Returned
merchandise received without an RA number will be refused and
returned to Retailer at Retailer’s expense. Merchandise may not be
made more than two months from delivery.
- Retailer shall be authorized to display and sell JINX products and
related marketing materials provided by JINX throughout the term of
this agreement. Retailer may also use marketing materials featuring
JINX trademarks, designs, and/or logos created by Retailer provided
that any such marketing materials are pre-approved by JINX in writing
prior to use, and any materials bearing JINX’s trademarks, designs,
logos, or copyrights shall be the sole and exclusive property of JINX.
This agreement shall begin on the date executed by Retailer, and
terminate upon 15 days written notice by either party, or automatically
upon the bankruptcy or insolvency of Retailer.
Retailer agrees to maintain the quality of the JINX brand through
providing the highest quality customer service, ensuring that the
display of JINX products is maintained at the highest level, and
complying with all applicable laws and regulations. If JINX determines
that any JINX Products sold to Retailer at any time have been resold
or otherwise transferred by Retailer to any other dealer, wholesaler,
intermediary, or agent of any other person or entity, foreign or
domestic, without JINX’s written consent, it may unilaterally terminate
its relationship with Retailer. For the same reason, sales or advertising
of the JINX Products online, including a Retailer fails to comply, JINX
has the right to terminate this contract immediately.
Any JINX product ordered by Retailer shall be deemed in the
possession of Retailer, and Retailer shall be responsible for any loss
thereof, as soon as said product is placed in transport from JINX’s
loading dock unless superseded by an alternate agreement.
Except as stated in paragraphs 13 and 14, neither party shall be
liable for any consequential, indirect, or punitive damages pursuant to
this agreement, including but not limited to lost profits, business good
will, or other monetary losses. Under no circumstances shall JINX be
liable for any damages arising out of JINX’s failure to fill any order in
whole or in part.
Retailer agrees to defend and indemnify JINX, JINX’s licensors, manufacturers, partners, officers, employees, and affiliates in the event of any claim, suit, demand, liability, loss, or other expense arising out of Retailer’s performance of this contract, any actual or alleged act or omission by Retailer, or any material breach of the terms of this agreement by Retailer.
JINX agrees to defend and indemnify Retailer against any claim,
suit, demand, liability, loss or other expense arising out of an actual
or alleged product defect, or any material breach of this agreement by
- Nothing in this Agreement is intended to create a partnership, joint
venture, employment relationship, agency, or any other relationship
between the Parties; nor shall either Party have any authority to bind
the other in any respect, it being intended that each shall remain
an independent contractor responsible for its own actions. Neither
Party assumes the ultimate obligation with respect to excise or other
taxes which may be imposed upon the other in connection with the
transactions covered by this Agreement.
Any Retailer who utilizes marketplace accounts as a selling space, such as Amazon, eBay,
Newegg, etc., must disclose the channel and their storefront names to JINX. Retailers agree,
represent, and warrant that they shall comply with the policies and procedures of such
marketplace accounts and further agree to indemnify JINX for any and all violations of the
same. In addition, JINX may from time to time provide Standard Retail Price and/or Minimum
Advertised Pricing for products, or updates to the same. JINX reserves the right, in its sole
discretion and without liability, to suspend and/or discontinue any retailer account not in
conformity with such pricing.
Retailer hereby acknowledges that the Intellectual Property is
the sole and exclusive property of JINX, Inc. and/or its licensors, and
that JINX and JINX’s licensors have the exclusive right to the use
thereof on and in connection with the Products. (For purposes of this
agreement, the term “Intellectual Property” shall mean and refer to any
and all trademarks, copyrights, trade secrets, confidential information,
signs, and/or packaging associated with or relating to the Products.)
Retailer agrees that Retailer will not use the Intellectual Property for
any reason except as allowed under this agreement. Such use shall
not create any interest in the Intellectual Property by retailer, and said
Intellectual Property shall remain the sole and exclusive property of
JINX and/or JINX’s licensors at all times.
This agreement cannot be assigned by Retailer for any reason.
This agreement shall be binding on any successor to Retailer to the
extent any authorized transfer does take place.
- All disputes arising out of this agreement or the parties’ relationship
shall be filed in the County of San Diego, State of California, United
States of America. Both Parties consent to venue in said court.
Retailer hereby consents to said court exercising personal jurisdiction
over it for the purposes of such litigation.
- This law governing this Agreement shall be the laws of the State of
California and of the United States of America.
If any provision of this Agreement is held to be invalid by a
court of competent jurisdiction, then the remaining provisions shall
nevertheless remain in full force and effect.