*Employment Test Safe *Award Winning CBD *3rd Party Tested *From Soil To Shelf *FREE SHIPPING *855-733-7223

VENDOR AGREEMENT

VENDOR AGREEMENT

This Distribution Agreement ("Agreement") is made and effective as of the checking of the agreement box and submission of the checkout form, by and between GLOBAL CBD INC an Idaho incorporated company whose principal office is located at 1720 Industrial Drive, Sandpoint Idaho 83864 ("Company") and your Business, a (Legal entity- Sole Proprietor, LLC, Corporation).

In consideration of the mutual promises contained herein, the parties agree as follows:

  1. Definitions

As used herein, the following terms shall have the meanings set forth below:

  1. "Products" shall mean the following Company, and any subsidiary or dba of the Company, products to be sold by Affiliate, Wholesaler or Distributor:

All products as referred to in "Attachment 1: Products" incorporated herein by reference.

  1. "Other Terms and Conditions" shall mean all terms, conditions, limitations, and modifications as described in "Attachment 3: Other Terms and Conditions" incorporated herein by reference.
  2. “Preconditions” shall mean the conditions set forth below which must be satisfied before any of Affiliate, Wholesaler or Distributor’s orders are filled, and must be satisfied within 30 calendar days of the above Effective Date or this Agreement shall automatically terminate whereupon the Parties shall be relieved of all further obligation or liability hereunder, except for confidentiality and non-circumvention as set forth herein at Section 20. Affiliate, Wholesaler or Distributor shall obtain and provide to Company a true and correct copy of the following (except for the W-9, the original of which is required):

i.) Affiliate, Wholesaler or Distributor’s Active Re-Sellers License; (if applicable)

ii.) Written Return Policy (if applicable)

iii.) Commercial General Liability Insurance (if applicable)

iv.) Merchant Product Liability Insurance (if applicable)

v.) W-9

Subsequent to satisfaction of the Preconditions, Affiliate, Wholesaler or Distributor shall thereafter continuously maintain each of the above conditions in force and effect during the Term of this Agreement. The aboveCommercial General Liability Insurance policy shall contain coverage of at least $1,000,000.00 combined single limit for bodily injury and property damage per occurrence, and the above Merchant Product Liability Insurance policy shall contain coverage of at least $1,000,000.00. Such insurance policies shall name Company as an additional insured.

  1. Appointment

Subject to fulfillment of the Preconditions, Company hereby appoints Affiliate, Wholesaler or Distributor as its Affiliate, Wholesaler or Distributor for the Products in the Territory commencing on the above Effective Date. Affiliate, Wholesaler or Distributor's sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms of this Agreement. Affiliate, Wholesaler or Distributor shall not have the authority to make any commitments whatsoever on behalf of Company. This Appointment is not exclusive.

  1. General Duties

Affiliate, Wholesaler or Distributor shall use its best efforts to promote the Products and maximize the sale of the Products. Affiliate, Wholesaler or Distributor shall also provide reasonable assistance to Company in promotional activities of Company with respect to the Products. Affiliate, Wholesaler or Distributor shall also provide reasonable "after sale" support to Product purchasers and generally perform such sales related activities as are reasonable to promote the Products and the goodwill of the Company. Affiliate, Wholesaler or Distributor will devote adequate time and effort to perform its obligations. Affiliate, Wholesaler or Distributor shall neither advertise the Products outside the Territory nor solicit sales from purchasers located outside the Territory without the prior written consent of Company. Affiliate, Wholesaler or Distributor's task is to solicit orders from all potential customers including individuals, businesses, government entities, resellers, dealers, retailers, and others.

  1. Reserved Rights

Company reserves the right to exhibit, advertise, market, attend trade shows, and solicit orders directly from and sell directly to any end-users or other retail buyers within the Territory. Company further reserves the right to enter into any agreements, partnerships, associations, joint ventures, OEM contracts, or other business relationships with manufacturers, suppliers, Affiliate, Wholesaler or Distributors or other parties. Any sales or leads of Products made directly by the Company in the Territory will be credited and attributed to the Company and such sales will not count towards any quarterly or annual minimum sales quotas that Affiliate, Wholesaler or Distributor may be subject to elsewhere in this Agreement.

  1. Independent Contractor

Affiliate, Wholesaler or Distributor is an independent contractor, and nothing contained in this Agreement shall be construed to (1) give either party the power to direct and control the day-to-day activities of the other; (2) constitute the parties as partners, joint ventures, co-owners or otherwise; or (3) allow Affiliate, Wholesaler or Distributor to create or assume any obligation on behalf of Company for any purpose. Affiliate, Wholesaler or Distributor is not an employee of Company and is not entitled to any employee benefits. Affiliate, Wholesaler or Distributor shall be responsible for paying all income taxes and other taxes charged to Affiliate, Wholesaler or Distributor on amounts earned hereunder. All financial and other obligations associated with Affiliate, Wholesaler or Distributor's business are the sole responsibility of Affiliate, Wholesaler or Distributor.

  1. Indemnification
  2. Indemnification by Affiliate, Wholesaler or Distributor. Affiliate, Wholesaler or Distributor shall indemnify and hold Company free and harmless from any and all claims, damages, or lawsuits (including attorneys' fees) arising out of intentional or negligent acts or omissions by Affiliate, Wholesaler or Distributor, its employees or agents.
  3. Indemnification by Company. Company shall indemnify and hold Affiliate, Wholesaler or Distributor free and harmless for any and all claims, damages, or lawsuits (including attorneys' fees) arising out of defects in the Products caused by Company.
  4. Software invention and video scenario creation

Affiliate, Wholesaler or Distributor may at its own cost and expense construct special software or video scenarios ("Custom Software and Video Scenarios") for use and sale with the Products. All Custom Software and Video Scenarios shall be deemed to be a "work made for hire" and all copyrights shall vest with Company. Affiliate, Wholesaler or Distributor agrees to execute any and all forms, documents, licenses, and releases to fully transfer all copyrights of Custom Software and Video Scenarios from Affiliate, Wholesaler or Distributor to Company. Company must review and approve all Custom Software and Video Scenarios before it will be released back to Affiliate, Wholesaler or Distributor to sell as part of the Products. The Affiliate, Wholesaler or Distributor shall be allowed to sell the Custom Software and Video Scenarios royalty free. However, the Company reserves the right to charge a reasonable royalty in future Affiliate, Wholesaler or Distributor agreements or renewals.

  1. Purchases and Sale of the Products
  2. Company agrees to sell to Affiliate, Wholesaler or Distributor and Affiliate, Wholesaler or Distributor agrees to purchase from Company the Products subject to the terms and conditions as referred to in "Attachment 3: Terms and Conditions of Sale of Products" incorporated herein by reference.
  3. Orders. All orders for the Products shall be submitted to Company in writing by email on the Company’s order form. Orders received may be verified by email sent from Controller. Orders provided by email are to be paid same day and prior to shipping
  4. Product Warranty

Any warranty for the Products shall run directly from Affiliate, Wholesaler or Distributor to the purchaser of the Products. Pursuant to any such warranty, the purchaser shall contact Affiliate, Wholesaler or Distributor directly to make arrangements for repair, return, or replacement of any allegedly defective Products. Affiliate, Wholesaler or Distributor shall have sole authority to deal with customers regarding any such warrantable repairs, returns, or replacement. Upon receipt of any such warrantable products, Affiliate, Wholesaler or Distributor shall separately contact Company to arrange for return or credit for the claimed defective products. The decision for determination of defect and replacement or credit for these products shall be solely at the Company's discretion. Affiliate, Wholesaler or Distributor shall store and keep Product stored in a dry and room temperature space.  Affiliate, Wholesaler or Distributor shall have sole responsibility if Products are stored in over-heated area(s), automobiles, or in direct sunlight.

 

  1. Product Availability

Company shall use its best efforts in filling orders submitted by Affiliate, Wholesaler or Distributor in a reasonable and timely fashion. Company shall immediately notify Affiliate, Wholesaler or Distributor of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that Affiliate, Wholesaler or Distributor may fairly represent this information to existing or potential customers. Under no circumstances shall Company be responsible to Affiliate, Wholesaler or Distributor or anyone else for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of nature, freight embargo, war, civil disturbance, vendor problems, supply problems or any cause beyond Company's reasonable control.

  1. Product Samples

It is not the policy of the Company to provide or loan Product Samples to its Affiliate, Wholesaler or Distributors. However, in the exceptional case where a Product Sample is provided, Affiliate, Wholesaler or Distributor shall have full responsibility of keeping each Product Sample in good and merchantable condition during the entire time the Product Sample is in the possession of Affiliate, Wholesaler or Distributor. Upon written notice from Company, Affiliate, Wholesaler or Distributor shall, within thirty (30) days, arrange for return of all remaining Product Sample in possession of Affiliate, Wholesaler or Distributor to Company in good condition.

  1. Additional Responsibilities of Affiliate, Wholesaler or Distributor
  2. Expense of Doing Business. Affiliate, Wholesaler or Distributor shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement.
  3. Facilities. Affiliate, Wholesaler or Distributor shall provide itself with, and be solely responsible for, (1) such facilities, employees, and business organization, and (2) such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as are necessary for the conduct of Affiliate, Wholesaler or Distributor's business operations in accordance with this Agreement.
  4. Promotion of the Products. Affiliate, Wholesaler or Distributor shall, at its own expense, vigorously promote the sale of and stimulate demand for the Products within the Territory by direct solicitation. In no event shall Affiliate, Wholesaler or Distributor make any representation, guarantee, or warranty concerning the Products except as expressly authorized by Company.
  5. Customer Service. Affiliate, Wholesaler or Distributor shall diligently assist customers' personnel in using the Products and shall perform such additional customer services as good salesmanship requires and as Company may reasonably request.
  6. Advising of Changes. Affiliate, Wholesaler or Distributor shall promptly advise Company of any changes in Affiliate, Wholesaler or Distributor's status, organization, personnel, and similar matters; any changes in the key personnel, organization, and status of any major customers of Company; and any political, financial, legislative, industrial, or other events that could affect the mutual business interests of Affiliate, Wholesaler or Distributor and Company, whether harmful or beneficial.
  7. Books and Records. Distributor shall maintain and make available to Company accurate books, records, and accounts relating to the business of Affiliate, Wholesaler or Distributor with respect to the Products. Distributor shall also maintain a record of customer name and address, Product or Products ordered, date of sale; and any customer complaints regarding either the Products or Company and immediately forward to Company the information regarding those complaints.
  8. Affiliate, Wholesaler or Distributor shall not make any medical claims, dosing suggestions, or guarantees of cure, treatment, or management of any medical condition for Company products.
  9. It is the responsibility of the Affiliate or Wholesaler to inform Company of sales and achievements for product price reductions.
  10. Additional Obligations of Company
  11. Assistance in Promotion. Company shall provide Affiliate, Wholesaler or Distributor with marketing and technical information concerning the Products, including samples of brochures, instructional materials, advertising literature, and other Product data in the English language. Affiliate, Wholesaler or Distributor shall be responsible for translating these materials to other languages, the costs related to translation and printing of the translated materials as a cost of doing business.
  12. Assistance in Technical Problems. Company shall assist Affiliate, Wholesaler or Distributor and customers of the Products in all ways deemed reasonable by Company in the solution of any technical problems relating to the functioning and use of the Products.
  13. New Developments. Company shall inform Affiliate, Wholesaler or Distributor of any new product developments that are competitive with the Products and other market information and competitive information as discovered from time to time.
  14. Trademarks and Trade names
  15. Use. During the term of this Agreement, Affiliate, Wholesaler or Distributor shall have the right to indicate to the public that it is an authorized Affiliate, Wholesaler or Distributor of Company's Products and to advertise such Products under the trademarks, service marks, and trade names that Company may adopt from time to time ("Company's Trademarks"). Nothing herein shall grant Affiliate, Wholesaler or Distributor any right, title, or interest in Company's Trademarks. At no time during the term of this Agreement or at any time thereafter shall Affiliate, Wholesaler or Distributor challenge or assist others in challenging Company's Trademarks or the registration thereof or attempt to register any trademarks, service marks, or trade name confusingly similar to those of Company. Company indemnifies Affiliate, Wholesaler or Distributor for all use of Company's Trademarks.
  16. Approval of Representations. All presentations of Company's Trademarks that Affiliate, Wholesaler or Distributor intends to use shall first be submitted to Company for written approval (which shall not be unreasonably withheld) of design, color, and other details or shall be exact copies of those used by Company.
  17. Term

This Agreement shall commence on the date first written above and shall continue for a term of one (1) year (the "TERM"). The Term shall automatically renew annually for an additional one year term on the anniversary of the Effective Date, unless either Party gives written notice to the other Party of its intention to not renew at least ninety (90) calendar days prior to said anniversary date.

  1. Termination
  2. Termination for Breach. If either Party defaults in the performance of any material obligation in this Agreement that is not otherwise specifically addressed in this Agreement, then the non-defaulting Party may give written notice to the defaulting Party and if the default is not cured within thirty (30) days following such notice, the Agreement will be terminated.
  3. Termination for Insolvency. Either Party shall have the option to terminate this Agreement without notice, (1) upon the institution of actions against the other Party for insolvency, receivership or bankruptcy, or any other proceedings for the settlement of other Party's debts, (2) upon other Party's making an assignment for the benefit of creditors, or (3) upon initiation of dissolution proceedings against the other Party.
  4. Termination of Exclusivity. Company retains the option upon termination to terminate Affiliate, Wholesaler or Distributor's exclusivity rights, if any, and may allow Agreement to continue as a non-exclusive Affiliate, Wholesaler or Distributor agreement.
  5. Return of Materials. All of Company's trademarks, trade names, patents, copyrights, designs, drawings, formula, or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of Company. Within thirty (30) days after termination of this Agreement, Affiliate, Wholesaler or Distributor shall return all such materials to Company at Affiliate, Wholesaler or Distributor's expense. Affiliate, Wholesaler or Distributor shall not make or retain copies of any materials or confidential items that may have been entrusted to it. Effective upon the termination of this Agreement, Affiliate, Wholesaler or Distributor shall cease to use all trademarks, service marks, and trade names of Company.
  6. Remedies. Company shall be entitled to the remedies provided for in this Agreement and all remedies allowed by law. All remedies are cumulative. The Parties hereby acknowledge that Affiliate, Wholesaler or Distributor’s unauthorized disclosure of confidential information, circumvention of Company or use of confidential information will cause significant, immediate and irreparable harm, which damages are difficult to ascertain, and that money damages and remedies at law are inadequate. Accordingly, the Parties agree that the Company shall have the right to seek and obtain injunctive relief without bond in such events, in addition to any other rights and remedies to which it may be entitled.
  7. Limitation on Liability

In the event of termination by either Party in accordance with any provisions of this agreement, neither Party shall be liable to the other, because of termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investment, leases or commitments in connection with the business or goodwill of Company or Affiliate, Wholesaler or Distributor. Company's sole liability under the terms of this Agreement shall be for any unpaid commissions, if applicable.

18.Export Law

Affiliate, Wholesaler or Distributor acknowledges and agrees that the Products may be subject to export restrictions and controls. Affiliate, Wholesaler or Distributor agrees and certifies that neither the Products nor any component thereof is being or will be acquired, shipped, transferred, exported or re-exported, directly or indirectly, into any country prohibited by export restrictions and controls. Affiliate, Wholesaler or Distributor bears all responsibility for export law compliance. Without limiting the generality of the foregoing obligation, Affiliate, Wholesaler or Distributor hereby expressly agrees that, without the prior written authorization of Company, Affiliate, Wholesaler or Distributor will not, and will cause its representatives to agree not to, export, re-export, divert or transfer any Product to any destination, company or person prohibited by the Export Administration Regulations or other export control laws and regulations. Affiliate, Wholesaler or Distributor shall make its records available to Company at Company's request, in order to permit Company to confirm Affiliate, Wholesaler or Distributor's compliance with its obligations as set forth in this Section 19. Affiliate, Wholesaler or Distributor will indemnify Company against all claims based on Affiliate, Wholesaler or Distributor's exporting the Product.

  1. Confidentiality and Non-Circumvention
  2. Confidentiality. Affiliate, Wholesaler or Distributor acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business plans, customers, technology, and products that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Affiliate, Wholesaler or Distributor agrees that it shall not disclose to any third party, any such confidential information revealed to it by Company. Without other notice, Affiliate, Wholesaler or Distributor shall treat all information as confidential in nature. Upon specific request, Company shall advise Affiliate, Wholesaler or Distributor whether or not it considers any particular information or materials to be confidential. Affiliate, Wholesaler or Distributor shall not publish any technical description of the Products beyond the description published by Company. In the event of termination of this Agreement, there shall be no use or disclosure by Affiliate, Wholesaler or Distributor of any confidential information of Company, and Affiliate, Wholesaler or Distributor shall not manufacture, re-label, re-brand or have manufactured, re-labelled or re-branded any Products, components, ingredients or assemblies utilizing Company's patents, inventions, copyrights, know-how or trade secrets.
  3. Non-Circumvention. Affiliate, Wholesaler or Distributor agrees not to circumvent Company and work with Company’s business associates, clients, suppliers, vendors, and other Company Affiliate, Wholesaler or Distributors during the Term of this Agreement and for two (2) years after the termination of this Agreement.
  4. Notices

All notices required or permitted by this Agreement shall be deemed given if sent by regular mail or certified mail, postage prepaid, return receipt requested, or by recognized overnight delivery service, or by fax. Notices shall be made as follows:

If to Company:

Attn: Joel Bordeaux   
Global CBD INC
1720 Industrial Drive
Sandpoint, ID 83864
USA
Phone and Fax: 855.733.7223
Email:  Info@GlobalCBD.com

 

  1. Assignment

Affiliate, Wholesaler or Affiliate, Wholesaler or Distributor shall have no right to assign its interest in this Agreement to any other person or entity, unless the prior written consent of the Company is obtained. However, Company may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of the Company, or sale of all or substantially all the assets of the Company without obtaining prior written consent of Affiliate, Wholesaler or Affiliate, Wholesaler or Distributor. This Agreement shall be binding upon and inure to any permitted successors or assigns of the Parties.

  1. Attorney's Fees

Should any action be brought by either Party to enforce the provisions of this Agreement, the prevailing Party, whether by settlement, adjudication or arbitration, shall have the right to collect reasonable attorneys' fees, expenses and costs from the non-prevailing Party.

  1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed according to the laws of the State of Idaho. Jurisdiction shall be proper in Bonner County, State of Idaho, if in state court, or the Northern District of Idaho, if in federal court. If the parties agree to alternate dispute resolution (ADR), such ADR will be held in Sandpoint, Idaho, or the nearby metropolitan communities, and be governed by the rules and procedures of the American Arbitration Association by a single arbitrator to be selected by two separate arbitrators who shall be independently selected by Company and Affiliate, Wholesaler or Distributor respectively.

  1. Waiver

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  1. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If any court or body of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. However, the invalidity or limitation of any such provision shall not affect the validity of the remaining provisions.

  1. Section Headings

The section headings used in this Agreement are inserted for the purpose of convenience only and shall not be construed to limit or extend any provision hereof.

  1. Entire Agreement

This Agreement, together with any attached schedules or addendums, constitute the entire agreement between Company and Affiliate, Wholesaler or Distributor and supersedes all prior agreements or understandings with respect to the subject matters contained herein. This Agreement shall not be amended, altered or changed except by a written agreement signed by both Parties.

IN WITNESS WHEREOF, the Parties utilizing the Global CBD INC checkout portal hereby acknowledge that they have read and understand the entire Agreement, that they have authority to enter this Agreement on behalf of their respective organizations, and that they have freely and voluntarily executed this Agreement effective as of the day and year first written above. 

 Attachment 1: Products

The following Global CBD INC, and its subsidiaries and dba companies, Products are the subject of this Affiliate, Wholesaler or Distributor Agreement. Any products not explicitly listed are excluded from this Agreement.

All Products as listed and described in the Company's official catalog or website. This list shall reflect the Company's official product catalog with suggested retail pricing and product description, or a specified list of represented products

Notwithstanding the foregoing, at the commencement of the Term of this Agreement, the following Products are subject to this Agreement (see Affiliate, Wholesale or Affiliate, Wholesaler or Distributor pricing sheets):

From time to time, upon written notice from Company to Affiliate, Wholesale, or Affiliate, Wholesaler or Distributor, Company may modify, add to, delete from, or limit the Products on the pricing sheets.

Attachment 3: Terms and Conditions of Sale of Products

Shipping and delivery timing - Company shall determine a "ship by" date separately for each order received from Affiliate, Wholesaler or Distributor. Company shall be responsible for shipping the order no later than the "ship by" date for each order received. "Ship by" date shall mean the date Company shall deliver the ordered Products to the shipping company at its warehouse in Sandpoint, Idaho. Shipping is from the Company's warehouse in Sandpoint, Idaho. Company is not responsible for any damage caused to the products after shipment.

Custody transfer and timing- at Company's place of business upon delivery to shipping company. Delivery method and terms - best method as determined by Company. Wholesalers or Distributors are responsible for all shipping and handling costs including but not limited to export/import fees and duties; customs processing, transfers, and clearance; taxes (value added, VAT, sales, etc.) and license fees or costs; and any other costs required to deliver Product to Affiliate, Wholesaler or Distributor.

Payment terms –

Affiliate, Wholesale, or Affiliate, Wholesaler or Distributor shall prepay all orders prior to shipment. Funds must be in US dollars and paid to Company via any of the following:

(A) Irrevocable bank letter of credit issued by a bank acceptable to the Company’s bank; or

(B) Bank wire transfer to Company's account; or

(C) Active credit or debit card; or

(D) Such other financial instrument as may be acceptable to the Company.

Minimum quarterly sales   -

Affiliate must purchase US$__$300__ per calendar quarter/ $100 monthly purchases wholesale cost to maintain status as a Affiliate hereunder. Failure by Affiliate to meet this minimum shall subject Affiliate to loss of exclusivity, if any, and possible termination of this Agreement.

Wholesale must purchase US$__$1950__ per calendar quarter/ $650 monthly purchases wholesale cost to maintain status as a Wholesaler hereunder. Failure by Wholesaler to meet this minimum shall subject Wholesaler to loss of exclusivity, if any, and possible termination of this Agreement.

Distributor must purchase US$__$8250__ per calendar quarter/ $2750 monthly purchases wholesale cost to maintain status as a Distributor hereunder. Failure by Distributor to meet this minimum shall subject Affiliate, Wholesaler or Distributor to loss of exclusivity, if any, and possible termination of this Agreement.

Minimum annual sales to renew - If each quarterly sales minimum is met as outlined above, then Affiliate, Wholesaler or Distributor shall be entitled to renewal of its exclusivity, if any, and renewal under this Agreement for an additional year subject to new quarterly minimums to be determined by Company.

Product Prices- to be determined by Company, and increased from time to time in the Company’s sole discretion.

Product Discounts- to be determined by Company.

 

This Document Was Last Updated On Jun. 28th 2019