Wholesale Contract

By opening a wholesale account with Lemon Vines Corp, you are agreeing to the terms as follow;

 1. Prices and Payment.

 1.1 Prices. Merchandise prices and minimum order quantities of Merchandise are set forth on Schedule A. Seller may change wholesale prices upon no less than Notice of price change period [Thirty (30) days] prior notice to Customer.

 1.2 Purchase Orders. Customer must submit written or digital purchase orders for the Merchandise no later than ten (10) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received fewer than ten (10) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Customer). All orders are processed subject to availability.

 

1.3 Payment. Customer will be invoiced for Merchandise orders and payment is due at time of order. Orders may to set up by delivery day, but payment is due 5 days before delivery date set as such. Payment will be processed 5 days before delivery date.  Seller may withhold fulfillment of Customer’s purchase orders until balance is paid, including any finance charges, are received in full.

 1.4 Refund or Buy-back. Within 30 days of the conclusion of the Term, Customer may return any unsold Merchandise item(s) in original condition to Seller for a full refund of the invoice price of such Merchandise item(s) (or for credit to any outstanding invoice). Customer shall bear the cost of shipping, handling and insurance for returned Merchandise.

 2. Shipping. Customer will be responsible for all Merchandise shipping and handling expenses, including (if applicable), customs clearance, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Customer must notify Seller of any claimed shipping error or damage within Time limit to notify of error or damage [five (5) days]of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer's claim for incorrect or damaged shipments.

 3. Returns. Within 10 days of Customer’s receipt of Merchandise, Customer may return (i) Merchandise that does not conform to Seller’s product specifications or (ii), Merchandise damaged or shipped incorrectly if notice of condition is given within Time limit to notify of error or damage [five (5) days] of receiving the merchandise. Returns will be credited to Customer’s account or replaced.

 

4. Display. All displays bought from Lemon Vines Inc, that are exclusive to the company and product line are only to be used for Lemon Vines products. If Buyer is found to be using display to show/display products from another company other than Lemon Vines Inc, the Buyer will be charged for the full retail price of the display and the Buyers contract with Lemon Vines Inc. may be cancelled.

 

5. MAP. Minimum advertised pricing. To assure integrity of its product line, fair pricing and an orderly marketplace, Dealer agrees not to advertise any of Lemon Vines Inc. products at a price lower than Lemon Vines Inc.  minimum advertised price, hereinafter called MAP. 

MAP refers to and is applicable to all published, advertised or publicly posted prices, regardless of the manner communicated and irrespective of the format or medium of communication, whether it be by electronic mail, postcard, flyer, radio or television, billboard, magazine, trade journal, airplane banners, newspaper insert, website banner or similar ad, webpage, facsimile, mailings, pre-recorded telemarketing messages, or any other form of advertising. MAP does not apply to non-advertised prices. Dealer is free to set its own prices and may sell products at any price in its sole discretion. The restriction contained herein is with respect to advertising, marketing, publishing or broadcasting prices for public dissemination.

Lemon Vines Inc. shall determine MAP for all Lemon Vines products, in its sole and absolute discretion.
Lemon Vines reserves the right to set, change, modify or discontinue any product, or MAP at any time, without notice and without liability.

It is strictly prohibited for any customer or distributor to list for sale, directly or indirectly, on any Internet auction site, such as eBay, Yahoo or similar websites, any Lemon Vines Inc. products without a separate contract from Lemon Vines Inc. that states such is allowed

 

6. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF CUSTOMER.

 

7. Miscellaneous.

 

7.1 Buyer-Seller Relationship. The relationship created by this agreement is solely a buyer-seller relationship. This agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.

 

7.2 Governing Law; Dispute Resolution. This agreement shall be governed by Governing State Law [Illinois] law. Any dispute arising from this agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in City where you would want to arbitrate [Chicago, Illinois] in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in City where you would want to receive judgement/damages [Chicago, Illinois].

  

Lemon Vines Inc.

West Chicago, IL 60185

630-206-8393