Resellstock.com LLC, hereinafter referred to as “The Company”, is in the business of managing the sales process of manufacturers’ and other distributors’ products via its website. The Company makes no claims that it is a registered or authorized agent of any of the manufacturers listed on its website and accepts no liability regarding the quality, safety, or condition of these products.
This content, hereinafter referred to as “The Agreement”, outlines the Dealer Agreement necessary for purchase of products listed on the Company’s website.
“Secondhand”, “Secondary”, or “As-Is” defines any product in which the distributor’s factory seal has been broken. These products include, but are not limited to, display models, customer returns, or product damaged during the shipping process. For the purposes of this agreement, products such as these will be referred to as “Secondary”.
“Factory Select”, “Crazy Quilt”, or “Frankenstein”, refers to products produced by a manufacturer using end-of-run or surplus raw materials. The terms outlined in this agreement further extend to any other generally accepted names for such products. Fabrics, materials, or finishings on these products may vary. For the purposes of this agreement, products such as these shall be referred to as “Factory Sealed.”
For the purposes of this agreement, the above shall jointly be referred to as “The Products”.
“Dealer” refers to any individual or business entity which has been authorized to purchase Products listed on the Company’s websites for the purpose of reselling them.
The Company, its members, and its subsidiaries offer no warranty on any Products listed on its website.
Secondary products are sold “AS IS” meaning they are not supported by the manufacturer’s warranty.
Warranties offered for new or otherwise Factory Sealed products may vary by distributor. Any claims for these types of products should be filed directly with the manufacturer or distributor by Dealer.
Dealer is in the business of selling goods, including the above defined Products.
Dealer commits to purchase, promote, and resell Products in the United States of America to the end consumer.
The Company appoints Dealer, and Dealer accepts such appointment, as a Dealer who has the opportunity to purchase Products listed on the Company’s website, when available.
This agreement shall remain in effect for as long as Dealer maintains an account on the Company’s website OR for as long as Dealer carries Products purchased through the Company’s website with the intent of selling them.
Specifically, Dealer shall:
- NOT advertise in print or broadcast media the Secondary products as new or first line;
- NOT advertise or promote using any of the Company’s, Distributors’ or Manufacturers’ trademarks or trade names (brands and logos), and not use any of Company’s, Distributors’, or Manufacturer’ trademarks and trade names inside the location via point of sales (the only exception being the products themselves inside the location);
- Only sell to individual retail customers and will not sell to other retailers, re-sellers, wholesalers or any other non-retail customer;
- NOT use Company’s or Manufacturers’ names or trademarks to bait and switch to other products, not engage in any misleading advertising or oral statements concerning the Company, Distributor, Manufacturer, or Products, and not engage in any activities that could constitute deceptive advertising or trade practices or otherwise violate any truth-in-advertising laws;
- Comply with all applicable laws, rules, regulations and determinations of all governments and agencies, including specific state laws regarding the disinfection, tagging and sale and promotion of Products;
- To abide by other rules and procedures which may be issued by Company, Distributor, or Manufacturer from time to time.
Not following the agreement terms set out above may result in immediate termination, at Company’s sole discretion. If the Company in its sole discretion believes Dealer’s noncompliance with these terms is intentional, serious, or persistent, the Company may decide to terminate its relationship with Dealer.
TERMS AND CONDITION OF SALE
- All sales by Company to Dealer are final and will be subject to the terms outlined in this agreement. Any additional or contradictory terms in any purchase order or other communication from Dealer will have no effect.
- Unless otherwise stated by Company, Dealer will be responsible for costs associated with the shipping or pickup of Products.
- If payment is not completed at time of purchase, payment must be received within 5 business days of order.
- Barring extenuating circumstances, all Products must be picked up within 7 days of Dealer’s receipt of release clearance notification. Manufacturers will refuse shipment if Dealer’s account is not current. All orders are subject to acceptance by Company.
ENDING THIS AGREEMENT
- This Agreement may be terminated by either party effective immediately upon written notice of termination from either party to the other, if the other breaches this Agreement or fails in any way to continue operating or paying its debts.
- Company, in its own discretion, will determine whether Dealer is in compliance with this Agreement.
- This Agreement will be automatically terminated, without notice, if a receiver is applied for or appointed by either party, a bankruptcy or insolvency petition is filed by or against either party, or an assignment is made for the benefit of creditors of either party.
- When this Agreement is ended, Dealer’s debts to Company (including any loans) will become immediately due and payable.
- Company or Manufacturer may refuse shipment for any pending or future orders.
Assignment: This Agreement may not be directly or indirectly assigned or otherwise transferred by Dealer, by operation of law or otherwise, without Company’s prior written consent, which Company reserves the right to withhold.
Choice of Law: This Agreement will be governed and construed under Missouri law (without regard to conflict of laws principles).
Nature of Relationship: Each party to this Agreement will act only as an arms-length independent contractor. Nothing in this Agreement will be construed or implied to create an agency, partnership, joint venture, franchise, or employer and employee relationship between the parties. Neither party has authority to act for or on behalf of the other party or to bind the other party in any way whatsoever, and neither party will attempt to do so or so hold itself out. The Agreement does not create any fiduciary duty of any kind.
Non-Compete: Dealer shall not use information obtained through use of Company’s services to circumvent the Company in an attempt to purchase Products directly from the Manufacturer.
Indemnity: Dealer shall indemnify the Company and hold it harmless against all claims, costs and liabilities, including attorneys’ fees, in respect to any breach of this Agreement or other acts or omissions by Dealer or Dealer’s employees, agents or representatives. These indemnifications apply to acts by Manufacturers, Distributors, and other Dealers involved with the use of the Company’s services.
Integration: This Agreement cancels and supersedes all prior agreements and understandings between the parties concerning the matters covered herein. Other than the policies the Company issues from time to time, this Agreement is the entire agreement between the parties and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise, of any kind.
Modification & Waiver: This Agreement may not be changed, modified, amended, or waived in whole or in part, except by a written document specifically referring to this Agreement and signed by Dealer and by a duly authorized officer of the Company. Neither party shall be deemed to have waived any of its rights under this Agreement by failure to take any action to enforce any of its rights at any particular time.
Severability: If a court of competent jurisdiction holds any provision or clause of this Agreement invalid or unenforceable as written, such invalid provision or clause shall be deemed severed from this Agreement. The court may modify any provision which would be invalid or unenforceable as written so as to effectuate any lawful intent of the parties. The Company may immediately terminate this Agreement if any provision or clause is held invalid or unenforceable.