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SHASHI Wholesale Master Purchase Agreement

Thank you for your interest in selling SHASHI® brand products.  We offer wholesale pricing only to resellers who we feel will successfully promote our brand and protect our goodwill.  Generally, we require our wholesale clients to be a legitimate retailer, health or fitness location.  This means that you must have a storefront or studio where customers visit, and all government required business and sales tax licenses.  

In order to carry SHASHI products you must execute this agreement.

This Wholesale Master Purchase Agreement (this “Agreement”) between us, SHASHI, LLC (“SHASHI”) and you, the signatory wholesale purchaser (“Retailer”) contains the terms and conditions for wholesale purchases of SHASHI brand products. By having your authorized representative sign below, you agree to be bound by and accept the terms and conditions of this Agreement. 

  1. Grant.  We appoint you as an authorized SHASHI brand reseller with the non-exclusive right to offer SHASHI brand products to your customers, consistent with the terms and conditions contained in this Agreement. 
  2. Distribution.  SHASHI products are not to be sold online except for sales on a website dedicated to your store or studio.  You may not sell SHASHI products on any third party web sites (including, but not limited to Amazon or eBay).  You shall also comply with the terms of Appendix A relating to our trademarks, packaging and marketing.
  3. Intellectual Property.  Functionality, Features and the Design of SHASHI products, packaging and web site are the sole Intellectual Property of SHASHI, LLC. and are protected by trademark, patent and other laws.  You agree not to violate these trademarks/patents/service marks, and agree not to carry, not to sell, and not to promote products, which violate SHASHI’s intellectual property.  An updated list of SHASHI Trademarks, Patents, etc. can be found on our web site at: www.shashionline.com/ip
  4. Trademarks.  We have exclusive ownership rights in “SHASHI” and othertrademarks, and we desire to ensure the quality and nature of our goods and services.  Except for the right to display our products at your physical location and to state that you are an authorized SHASHI dealer,you are not receiving a license to use any of our trademarks/service marksand must not use SHASHI trademarks in any manner (except as authorized in Appendix A).  You agree that any mention of a SHASHI Trademark or Service Mark be properly identified as such.  Appendix A contains a list of SHASHI Trademarks and the proper attribution.  Updates to this list may be found online at www.shashionline.com/ip.  This obligation shall remain in force even if your participation in our program is terminated.
  5. Pricing.  All pricing and payments are in U.S. Dollars. Pricing is exclusive of shipping and applicable sales tax, if any.  We reserve the right to update/change our pricing at any time and without notice.  Pricing may vary depending on negotiated purchase commitment, volume levels and other factors.  If we, in our sole discretion, decide to offer you discount pricing, the discount pricing is subject to your compliance with the minimum purchase order conditions in this Agreement. We are not responsible for pricing and other errors on our website (www.shashionline.com).  We reserve the right to cancel part or all of any order.  
  6. Packaging/Display.  You must sell SHASHI products only in the original packaging provided by us.  You must not repackage our products or in any way alter the packaging containers or display, labels or markings without our express written permission.  You must prominently our products and must not in any manner hide or obscure our original packaging or products, or the SHASHI trademark.  Should a SHASHI display be in use, all of the above holds true and applicable.
  7. Offering of Products.  In all marketing materials, you must identify SHASHI products and must not imply in any way that they are your products or that you own or have a license to use the SHASHI trademark other than as this Agreement expressly authorizes.  In addition, you must act with the highest standards of business ethics, honesty and integrity so that our reputation and goodwill and the SHASHI trademark will not be adversely affected by any of your conduct.  We reserve the right to refuse to sell to you at any time if you operate in a manner inconsistent with your obligations in this Agreement and in such case we may demand return, at your cost, of all product in your possession.
  8. Marketing/Publicity.  As a SHASHI reseller you agree to allow us, at our sole discretion, to use your business name and/or other identifying information to publicize that your business is part of the SHASHI family.  This may also include listing you as a reseller on the SHASHI website, www.shashionline.com.
  9. Minimum Purchase Orders.  We may impose initial, per order, and/or annual minimum purchasing requirements.  If we increase the commitments, you may choose to accept the new levels, or finish out the year at the old levels.  If you do not meet the new requirements, we may choose not to renew your reseller status. Only purchases of SHASHI brand products count towards minimums. Taxes, shipping and other fees do not count towards minimum requirements.  If you fail to meet these minimum purchase requirements, we may, in our sole discretion, withdraw your wholesale status with us.
  10. Placing Orders.  Wholesale orders must be placed via our website (www.shashionline.com) unless otherwise authorized by SHASHI.
  11. Back Orders.  We make good faith efforts to have all products available at the time of your order.  Nevertheless, backorders may occur from time to time.  In case of a backorder, you will be notified as soon as possible of an expected shipping date.
  12. Payment Options.  Orders will be filled at our prices and on our payment terms current at the time we accept your order. Orders must be prepaid via American Express, Discover, MasterCard or Visa.  We may delay shipping your order until payment has been received in full.
  13. Credit Terms; Credit Holds. SHASHI currently does not offer credit terms.
  14. Shipping and Handling.  Shipping charges are determined at the time of shipment and are based on the size and weight of your order.  Shipping charges do not include any international duties, taxes or other third party fees and are the responsibility of the Retailer.  Shipping charges will be added to the invoice.
  15. Refusal of Shipment.  If any shipment is returned due to delivery refusal or as undeliverable, a 15% restocking fee plus applicable shipping costs will be added to your account.  In addition, if the delivery issues are corrected and we reship the order, applicable shipping charges will be added to your account.
  16. Damaged Shipment.  If any product is damaged during shipment, please keep the damaged product in the original shipping carton and immediately notify our customer service at 561.447.8800 or info@shashonline.com.  The courier may require a damage inspection and a claim for reimbursement form.  At SHASHI’s sole discretion, wewill replace the item(s) or issue you a credit for future purchases. 
  17. Returns and Exchanges.  We want you to love SHASHI products and we love having happy customers!  If, in the unlikely event that a product purchased from us is defective, you must notify us within 60 days of purchase or within 30 days of the time of retail sale (whichever is earlier).  You must FIRST reach out to us to notify us of any issue PRIOR to returning any unwanted merchandise.  Upon compliance with our then current return requirements (which may include a requirement that you return the defective product), we will at our sole discretion, either replace the product, refund you your money or issue you a credit for future purchases.  However, in no event are shipping charges refundable.  If we made an error with your order please notify our customer service at 561.447.8800 or info@shashonline.com immediately.  If the error was due to our action or inaction and if you comply with our then current return requirements, we will ship you the correct item(s) free of charge, and supply you with a return shipping label for the incorrect items (in the same NEW condition as it was received, UNMARKED, UNOPENED and UNWORN) to be returned.  If the error was due to your action or inaction, we will supply correct items upon return of the undesired items (in the same NEW condition as it was received, UNMARKED, UNOPENED and UNWORN). Any shipping charges incurred will be your responsibility.  In addition, there will be a 15% restocking fee. 
  18. Cancellation; Change.  SHASHI reserves the right to cancel this program at any time, or to change the terms and conditions of this program at any time, without prior notice. 
  19. Confidentiality.  Wholesale prices and price lists of our products are confidential, and for your use only. Publishing or revealing the wholesale pricing of our products outside of your business is strictly forbidden without our prior written consent.  Failure to preserve confidentiality in our wholesale pricing may result in your immediate and permanent termination of wholesale status. 
  20. Represent.  You represent, warrant and covenant that: you have the right to enter into this Agreement, and transact business with us, including but not limited to, and by placing orders for SHASHI products, without violating the rights of any third parties; and, if subsequent transactions of any kind with us will violate the rights of third parties, you shall not engage in such transactions. You must, upon demand, indemnify, and hold harmless us and our affiliates and our respective owners, officers, directors, managers, employees, contractors, agents and other representatives (collectively, the “SHASHI Group”), from and against any and all actions, judgments, damages, liabilities, losses, costs, and expenses (including reasonable attorney’s fees and costs, even if incident to appellate, post judgment, or bankruptcy proceedings) to which anyone in the SHASHI Group becomes subject or that it incurs arising from or relating to claims brought by third parties relating your purchase of products from, or other transaction of business with, us or our affiliates.  Without limiting your obligations set forth above in this paragraph, within 15 days of our request, you must advance expenses to us, as we periodically request, to apply toward the reasonably anticipated legal fees and costs of anyone in the SHASHI Group, as part of our indemnification rights set forth above.  The terms of this section shall survive any expiration or sooner termination of this Agreement.
  21. Miscellaneous.  EXCEPT FOR THE COMMITMENTS WE EXPRESSLY MAKE IN THIS AGREEMENT, PRODUCTS ARE FURNISHED AS-IS. THERE ARE NO REPRESENTATIONS OR WARRANTIES APPLICABLE TO OUR PRODUCTS.  In the event of any claims against us, whether based on contract, tort, or otherwise, damages shall be limited to the purchase price of the products.  Any claim regarding a product not made within 6 months of our shipment of that product to you, shall be deemed waived.  In no event shall we be liable for consequential, incidental or special damages. This Agreement represents the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations, if any, made by and between us. Any and all proceedings under or arising out of this Agreement shall be in any federal or state court of competent jurisdiction located in Palm Beach County, Florida, and the internal laws of Florida shall govern without regard to the principles of conflicts of law.  A waiver by us of any breach of any provision of this Agreement is not to be construed as a waiver of any continuing or subsequent breach of such provision, a waiver of the provision itself, or a waiver of any of our rights under this Agreement.  Any addendum to this Agreement must be in writing and be executed by both parties.
  22. Other RemediesSHASHI reserves the right to take whatever action deemed necessary to enforce the terms of this Agreement, and to seek other remedies in addition to actions and remedies described herein. 

 

APPENDIX A

SHASHI TRADEMARKS AND OTHER INTELLECTUAL PROPERTY

SHASHI ® Trademark Identification

All uses of a SHASHI Trademark must be properly accompanied by appropriate identification.

The use of any SHASHI registered trademark must be identified with a legible “®“ (Circle-R) symbol.  The use of any SHASHI non-registered symbol must be identified with a legible “™” (T M) symbol.

Each trademark notice shall state, when Distributor uses the trademark to which it refers:

“SHASHI® and the SHASHI Running Dog logo are registered trademarks of SHASHI, LLC. “

“SHASHI CLASSIC™, “SHASHI STAR™, SHASHI SWEET™, SHASHI MACHO™, SHASHI ESSENTIALS™, SHASHI BASICS™, A Cool Treat for your Feet™ and Cool Feet Socks™ are trademarks of SHASHI, LLC.”

“SHASHI Cool Feet Socks are covered by US Patents D664349, D662311, S782178, D782811 and D812892. SHASHI Cool Feet Socks are covered by Canadian Patents 145942, 142929 and 168823.”

“Other foreign / US patents and registered trademarks pending.”

Trademarks not used may be omitted from the notice.

Use of Trademark in Advertising, Marketing and Promotions

Subject to any limitations set forth in any other part of this Agreement, SHASHI trademarks may be used in advertising that promotes the sale of said products.  All such advertising must be prior approved by SHASHI in writing.

Please see Marketing Materials for useable logos and images. All logos and images may not be altered, manipulated or embellished. Display of Logo & Colors

Logo & Colors

SHASHI must appear in all uppercase letters when used.

SHASHI CLASSIC blue is PMS 639.

SHASHI STAR pink is PMS 2395.

SHASHI SWEET purple is PMS 2582.

SHASHI ESSENTIALS red is PMS 200.

SHASHI BASICS blue is PMS 293.

 

The Company logo may be on any color or background, provided there is sufficient contrast between the background and the logo to be legible.

SHASHI‘s website, advertising, packaging, and other materials are part of its Intellectual Property and are protected by copyright and other laws.

 

 

By you accepting the terms and conditions of this Agreement, SHASHI, LLC and you agree to be bound by them.

Signature Block: ____________________________________________________

Company Name: ____________________________________________________

Sales Tax Number: ____________________________________________________

 

Note: A signed copy may be required if requested by SHASHI, LLC.

Ethically Sourced

Fashioned with integrity