SALES AGREEMENT

March 29, 2022

SALES AGREEMENT

This Agreement, entered into this XX day of XX (month), xxxx (year) by and between Tru Fizz, a corporation duly organized and existing under the laws of the United States and having its principal address of business at 259 W 4th Street, New York (hereinafter referred to as “Seller”) and Amazon, a corporation duly organized and existing under the laws of the United States and having its principal 410 Terry Ave N, Seattle, WA, 98109-5210 (hereinafter referred to as “Buyer”)

WITNESSETH THAT:

WHEREAS, Seller develops the scent, color and design of the Bath Bomb and Made Natural manufactures the Bath Bomb; 

WHEREAS, Amazon desires to buy the Bath Bomb from Tru Fizz and sell it on the Seller’s behalf on their website;

NOW, THEREFORE, it is agreed between the parties as follows: 

  • Purpose

Buyer agrees to purchase and Seller agrees to sell _______________ (enter number of bath bombs) at ________________________ (enter price per unit). The Seller shall deliver the goods to the Buyer.

  • Terms of Payment

Buyer shall pay the Contract Price to Seller in US Dollars on or before _________________ via wire transfer to the following bank account as designated by Seller. 

Bank Name:

SWIFT Code: 

Bank Account no. : 

  • Delivery

Products shall be shipped to the destination designated by Buyer (hereinafter called the “Destination”) via courier within 10 days following the date of full payment of the Contract Price.

  • Taxes

Both Parties hereto shall pay any and all taxes imposed by law.

  • Packing

Buyer shall furnish the Seller with necessary instructions for inscription of origin, packing, marking and/or other arrangements, with ample time for preparation of shipment of Products respectively, failure which, Seller’s discretion shall be allowed. 

  • Inspection of Products

Buyer shall examine the products and check whether or not there are any defects observable from their appearances (excluding those obviously not affecting the quality of Products such as damage to or deformation of the carton boxes) such as damages to the Bath Bombs within 30 days after Products arrive at the destination, and notify Seller of the result of such inspection by email or in any other written form. Buyer will then return the defective Products. In the event any Products are deemed defective, Buyer may bill Seller for the expenses arising from such return shipment. 

  • Warranties and Representations

Seller agrees to:

  1. Provide accurate information to Amazon at all times
  2. Act fairly and not attempt to send unsolicited or inappropriate communications.
  3. Not attempt to damage or abuse another Seller, their listings or ratings.
  • Non-Exclusivity 

The Seller reserves the right to distribute the products to Amazon, any other company or any other form of sale. 

  • Miscellaneous
  • Notices

All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address). 

Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.

  • Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, nor inducements not expressly set forth herein.  

  • Waiver

No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. 

  • Force Majeure

Neither Party shall be deemed in default hereunder, nor shall it hold  the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labour strike, lockout, pandemic or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.  

  • Headings 

The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect. 

  • Amendments and Severability

No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby. 

  • Independent Contractors 

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.   

  • Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of New York. 

  • Construction

In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement. 

 

IN WITNESS WHEREOF, each of the Buyer and the Seller  has caused this Agreement to be signed and delivered by its duly authorized representative.    

 

                     The Buyer                                        

Company: __________________________

 

Full name: __________________________

 

Title:  ______________________________

 

Date: ______________________________

 

Signature: __________________________                             

 

The Seller 

 

Company: __________________________

 

Full name: __________________________

 

Title:  ______________________________

 

Date: ______________________________

 

Signature: __________________________

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