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Distribution Agreement

                                                                        TERMS & CONDITIONS

A. SUPPLIER is the producer of certain products from the state of New York as more particularly identified on the price list attached hereto, and made a part hereof, as schedule A (hereinafter referred to as the “Products”).

B. DISTRIBUTOR desires to secure from SUPPLIER, and SUPPLIER is willing to grant to DISTRIBUTOR, the right to sell and distribute SUPPLIER’s Products in the United States of America within DISTRIBUTOR’s direct retail store location with the exception of any online retail sales or sales exported out of the country from SUPPLIER. (hereinafter referred to as the “Territory”).

NOW THEREFORE, it is mutually agreed as follows:



SUPPLIER hereby appoints DISTRIBUTOR the rights to sell SUPPLIER’s products for the term of this Agreement for the sale and distribution of the Products in and throughout the Territory. DISTRIBUTOR will maintain, or cause to be maintained, a sales staff for the distribution of products handled by DISTRIBUTOR, including the Products, and DISTRIBUTOR shall use its best efforts to promote the sale and distribution of SUPPLIER’s Products.

DISTRIBUTOR hereby agrees to sell SUPPLIER’s product within its retail location only. Any other retail locations are allowed but must seek approval from SUPPLIER in advance. DISTRIBUTOR is prohibited to sell on any online websites of SUPPLIER’s products. DISTRIBUTOR may use the name, trademark, trade names, and logos of SUPPLIER in connection with the operation of the distributorship granted in this Agreement, but in no other connection. DISTRIBUTOR may indicate, in signs, advertising, publicity, or other sales or marketing media or materials, that it is an authorized dealer or distributor of SUPPLIER’s Products. DISTRIBUTOR shall not use SUPPLIER name in either its own corporate name or any fictitious business name.

DISTRIBUTOR can place a purchase order (refers as PO) on SUPPLIER’s website on the member’s page. PO will be packed and shipped within 2 business days of order date; unless service disruptions such as weather, natural disasters or other uncontrollable events. If interruptions occurs DISTRIBUTOR will be notified from SUPPLIER.


Product prices provided from SUPPLIER is subject to change and updated on the member’s page. SUPPLIER reserves the right to change pricing on products if there’s an increase in cost of material and shipment charges. DISTRIBUTOR is allowed to sell the products at their own retail price but not allowed to sell below the minimum price (subject to change) if set by SUPPLIER.


SUPPLIER agrees to pack and inspect products prior to each shipment. Each product will be packed in clear plastic bag ready for retail display. SUPPLIER will provide standard free shipping on each PO placed. If express shipping is needed, DISTRIBUTOR will be responsible for the cost. Package(s) will be shipped standard via UPS/Fedex and tracking number will be emailed to DISTRIBUTOR.

DISTRIBUTOR is responsible of inspecting products upon delivery of shipments and must notify SUPPLIER within 24 hours if there are any issues. Each product is covered under limited warranties under defects such as zipper not working properly; loose knitting; and manufacturer sewing. SUPPLIER will accept any defects within 30 days of delivery. Products are NONREFUNDABLE for returns/exchanges due to overstock, wrong order and unsold, unless for product defects.

In the event of a breach of any of the terms and provisions of this Agreement, SUPPLIER may terminate this Agreement by giving the other party 30 days written notice provided said notice shall set forth the breach being claimed as the basis for termination. If the offending party cures the breach being claimed within said 30-day period, the notice of termination shall be void and this Agreement shall continue in full and force and effect. This Agreement cannot be modified or changed except by written instrument signed by both of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as the day and year first above written.

By placing an order you have read and agreed to the Terms & Conditions listed above. 

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