Drop-ship Customer Agreement

This agreement (hereinafter, the “Agreement”) is made between 7055, Inc (hereinafter, the “Vendor”), who’s address is 7055 Highway 9, Harris, Iowa 51345, and the below listed parties (hereinafter, the “Customer”) for the purpose of establishing terms of a drop-ship relationship between the parties. All responsibilities and obligations of Vendor are conditional on Vendor’s initial and ongoing approval of customer to participate in Vendor’s drop-ship program.

Property Rights & Ownership

Vendor agrees to allow Customer access to standard product images, product information, shipping information and other relevant descriptive content for the purpose of Customer promoting the retail sale of Vendor’s products.

Customer acknowledges that all product information, photographs, images, marks, unique identifiers (with or without copyright or trademark) and other intellectual or physical property and rights associated to said assets and property are owned by the Vendor and used only by license granted under this Agreement. Customer does not have any rights to said assets except those explicitly stated in this Agreement.

Customer agrees to disclose to Vendor, any and all locations, properties, marketplaces and websites where Vendor’s products are to be listed, prior to Customer listing products. Vendor reserves the right to restrict access to or ban Customer from said selling outlets with or without notice.

Customer agrees to represent products as presented, without modification, omission or addition of information.

Customer agrees to maintain Vendor’s brand presence on all product listings. Customer may not engage in any form of private labeling or re-branding without exclusive, written permission from Vendor.

Customer agrees to only use provided assets and property for the purpose of making sales. Customer may not re-license, sell, or disclose any information or assets provided, except in the normal course of retail business.

Vendor will provide customer with access to inventory feeds on a regular basis to help the Customer avoid cancellations and back-orders. Customer may not modify the quantities provided in the inventory feed, prior to upload. Vendor will use reasonable care to ensure the accuracy of inventory feeds, and will immediately notify Customer if errors are discovered. Inventory feeds are confidential information and may not be disclosed except for the purpose of updating available inventory quantities.

Vendor will periodically provide Customer with updated company or product information. In most cases, Vendor will specify a date by which Customer must update all active marketplaces and other venues. In the event that Vendor does not specify a completion date, Customer will have 60 days to make appropriate updates. Failure to make updates to information may result in termination of drop-ship privileges.

Terms of Sale

Payment is due upon shipment unless other arrangements for net terms have been made between Vendor and Customer.

Customer agrees to keep a valid credit or debit card on file at all times. Customer agrees that Vendor may use card on file to settle any past due debts on net terms and may charge “due at time of shipment” orders at time of shipment for product cost, shipping cost, any associated fees and any penalties.

Customer is not required to pay any form of commission or non-standard fees to Vendor except those specified in this Agreement or other concurrent agreement between Vendor and Customer.

Vendor may, without recourse from the Customer, cancel the production or fulfillment of any product at any time with or without notice to the Customer.

Vendor may hold or cancel any order at any time, especially if Customer appears out of compliance with this Agreement or Customer has had any sort of payment issues including, but not limited to past due balances or declined card(s) on file.

Customer acknowledges that the product prices provided to them include built-in drop-ship fees, but other fees may accumulate or arise unexpectedly at time of shipping. If rates will change by more than ten percent at time of shipment, Vendor will notify Customer and allow up to 24 hours for an order cancellation.

Shipments

Vendor agrees to ship orders received from Customer within 1-2 business days, except when a product is back-ordered or warehouse is closed. Vendor agrees to notify customer of a back-order and anticipated ship date prior to the end of standard shipping window.

Customer acknowledges that from time to time, inventory may be over-sold due to multiple customers receiving identical availability information, and agrees that Vendor shall not be held responsible for any damages or loss as a result of back-ordered products, order cancellation or changes in availability, including, but not limited to discontinued products or over-selling available stock. Customer is recommended to request DAILY inventory feeds to minimize the potential for such issues.

Customer will be provided with tracking information for all Customer shipments within two business days of shipment.

If Customer provides the Vendor with an address that is invalid or incomplete, customer agrees to pay any fees or costs associates with correcting that address. This includes shipping & return fees, reboxing, relabeling, reshipping, restocking and/or other fees when applicable.

Pricing

Vendor agrees to supply Customer with a complete list of drop-ship ready pricing with appropriate product shipping measurements so Customer may anticipate shipping charges using their own system. Vendor will not provide shipping rates, as carrier rates can vary considerably.

Customer agrees to not sell products for less than the listed MAP (Minimum Advertised Price) at any time without written permission from Vendor. Doing so is grounds for immediate termination from the Drop-Ship Program.

Vendor agrees to provide MSRP (Manufacturer’s Suggested Retail Price) for all products. Customer may sell products for any price they see fit, as long as said price is at or higher than the MAP. Vendor does not place a top-end cap on the rates Customer may charge at retail.

Marketplace Availability

Vendor reserves the right to limit drop-ship sales on any marketplaces or venues. Customer must disclose to Vendor, any marketplaces, websites or other venues being used for the sale of Vendor’s products. Customer must regularly update Vendor as new marketplaces, web sites or venues are added or removed from Customer’s sales portfolio. Failure to disclose sales venues may result in termination of drop-ship privileges.

Sales Tax

Customer is responsible for collecting, reporting and remitting appropriate sales tax on all retail sales, and for providing Vendor with a current copy of retail tax permits when legally applicable.

Return Policy

Vendor agrees to accept returns for a period of 30 days from date of shipment. Returns must have a RMA (Return Merchandise Authorization) from 7055, Inc prior to beginning the return process, be in original packaging, use original shipping materials, arrive damage free at Vendor’s warehouse within the return window, and be carrier-insured by the party returning the item.

In the event that a shipment is damaged in transit, Vendor will immediately send a replacement. Damage claims must be submitted within 5 business days of original delivery to be eligible for replacement. Vendor may, at its sole discretion, require the Customer to facilitate a damage claim and/or return with original carrier to be eligible for the free replacement on damaged products. In some cases, Customer may be required to provide images of the damage to be eligible for return, replacement, or damage claims. Damages are handled on a case-by-case basis at the discretion of the Vendor. Vendor will have final determination of resolution for damaged shipments.

Vendor will not issue credit for damaged returns, returns without original packaging and shipping materials, returns outside the 30-day return window, or any other returns that do not meet Vendor requirements. Vendor is not responsible in any way for the return or refund status of Customer and end consumer or next level customers if return does meet refund eligibility requirements.

If Vendor receives a return on Customer’s behalf that has met all return requirements, Vendor will issue a refund for the original purchase price, less any drop-ship fees built into that price and/or extra fees incurred, within 5 business days of receipt of return. If Customer used a card on file, refund will be applied to that card. If Customer has negotiated terms, credit will be issued as a Credit Memo against the account.

Vendor may request a listing of standard product refund eligibility amounts at any time. Refund eligibility will be figured at Stocking Dealer prices (wholesale rates without drop-ship fees). Drop-ship fees will not be refunded. Additional Vendor-incurred fees may be withheld from refund.

Responsibility

Vendor is in no way responsible for the success or liability of Customer’s business activities.

Vendor does not endorse Customer or Customer’s activities in any way.

Customer has fully evaluated Vendor’s Drop-Ship Program and wishes to enter into this agreement with a complete understanding of the risks and benefits, and is not relying on any representation, guarantee or statement other than set forth in this agreement.

Non-Payment

Non-payment by Customer will result in termination of participation in the Drop-Ship program. Legal action may be taken against Customer if any past due balance reaches 30 days or more past due. Any collection-related fees are the sole responsibility of Customer.

Vendor is in no way responsible for payment between Customer and the end consumer or next level customer. Such payment issues may not impact Customer’s payment obligations to Vendor.

Right to modify

Vendor reserves the right to modify this agreement in any way and at any time. Changes will not be retroactive. If any modification is unacceptable to the Customer, the recourse will be termination of the Customer’s participation in the Vendor’s Drop Ship Program. Continued participation will constitute acceptance of the modifications. The most current version of these terms can be found on Vendor’s website, and a copy or link may be requested at any time.

Should this agreement terminate as a result of non-acceptance of updated Agreement terms, Vendor agrees to process returns in the manner agreed upon for the remainder of the return window.

Cancellation

Vendor reserves the right to cancel this agreement at any time, with or without notice if it believes the agreement is no longer beneficial to both parties. Termination as a result of terms violations may result in immediate closure of all returns eligibility.

Customer may cancel this agreement at any time, for any reason, by providing Vendor with 30 days written notice of intent to terminate relationship. All return eligibility will end at time of termination.

Customer agrees to immediately delete all copies of electronic property or assets upon termination of this agreement. Customer agrees to be responsible for the removal of assets stored on 3rd party systems if placed there by the Customer or it’s employees, associates or representatives (i.e. product imagery stored on a marketplace server).

Arbitration

All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Iowa, by an Arbitrator of Vendor’s choosing. An award of arbitration may be confirmed in a court of competent jurisdiction.

Severability

If any provisions or sections of this agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.