General retail partner agreement
This Retail Sales Agreement (hereinafter, the “Agreement”), is made and entered into by and between E and E Ventures LLC, DBA Live Berry Well (hereinafter “Live Berry Well”, “us”, “we”), and “Retailer” (hereinafter, “Retailer”). Retailer wishes to sell and promote the products offered by Live Berry Well in their store.
MSRP
Products or goods purchased from Live Berry Well shall only be sold at the manufacturer’s suggested retail price (MSRP). In the event the Retailer chooses to place the products or goods for sale at a discount, the Retailer shall not discount the products more than 15% below MSRP.
MSRP can be found on Live Berry Well’s website by logging in to the Retailer’s online account and selecting a product in our store.
For special sale events beyond the 15% discount the Retailer must have written approval from Live Berry Well.
Online commerce
No products or goods purchased from or produced by Live Berry Well shall be resold by or through any on-line auction or online store (such as Ebay, Amazon or other similar sites) without the express, written authority of Live Berry Well. If Retailer is planning to sell products produced by Live Berry Well in an online marketplace/store, it must be owned by the entity applying for a Retailer Account and listed on the Retailer Application to be approved by Live Berry Well.
Due to the fresh nature of some of Live Berry Well products, shipping is not permitted. Any online storefront should only be promoting local pickup at the Retailers location. If a retailer would like to promote the products to customers where shipping is required, please contact Live Berry Well to discuss our affiliate partner program.
Product imagery
Live Berry Well has made available through its website, product images, logo(s) and other assets, as well as recommendations for the usage of said assets, to the Retailer.
Retailer will to the best of it’s ability adhere to those guidelines for print as well as online advertising. Should Retailer require any additional images, please contact Live Berry Well. Any imagery Retailer provide’s themselves must be approved prior to use (please allow adequate lead-time for approval; two weeks is recommended).
Payment
We are a small business and thank you for quick payment. All invoices should be paid upon receipt. At this time, Live Berry Well is not extending credit terms. Live Berry Well accepts credit card payment online via Live Berry Well’s website.
Sales and tax
Retailer agrees that it is the sole responsibility of Retailer to collect, report and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of Live Berry Well’s products. Retailer further agrees that Live Berry Well is not obligated to determine whether a sales tax applies and is not responsible to collect, report or remit any tax information arising from any transaction involving the products provided to Retailer by Live Berry Well.
Shipping
Retailer shipments under $1,000 (one thousand dollars) do not qualify for free shipping. Live Berry Well charges a flat rate of $25 (twenty five dollars) for all shipments to Texas Retailers, and $40 (fourty dollars) for all shipments to the remaining continental United States for their orders. Shipping methods will be determined by product and available vendors (UPS, USPS etc.)
Reselling to third party wholesale accounts
Retailer is not permitted to distribute Live Berry Well’s goods and products to any third party entity for resale. Any Retailer who does not follow this guideline will be subject to termination of this Agreement.
Rebranding
Retailer is not permitted to rebrand or repackage any Live Berry Well products.
Confidentiality
All details related to pricing, ingredients, or other communication related to the partnership are deemed confidential, and should not be shared in any way, or published in any format.
Co-Op Marketing
Live Berry Well does not currently offer co-op marketing. Any marketing costs the Retailer chooses to invest in are the sole expense of the Retailer. Should this policy change, that information will be shared with impacted Retailers.
Live Berry Well will promote retail partners on our website, as well as social media when applicable. Should a Retailer cancel this agreement, or no longer carry our products, or your location be out of stock for longer than 4 weeks with no restock order, we will remove your listing on our website will be removed.
Errors, returns and warranty
Order errors and/or defects must be brought to Live Berry Well’s attention within five (5) business days of receipt of shipment by Retailer. Retailer will not sell a knowingly defective product to a customer. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defect during the first 30 days after sale, we will work with you to find a resolution.
Buy-back
If a retailer wishes to return unsold item(s), they can request a buy back within 60 days from the purchase date. Items must be returned in their original condition, and are subject to a 30% buyback fee. The remaining refund will be applied as a credit towards future purchases. In addition, Retailer will bear the cost of shipping and handling the returned merchandise to Live Berry Well. Once Live Berry Well have inspected and received the goods, the credit will be applied to the retailers account.
Responsibility
Live Berry Well is in no way responsible or liable for the success of the Retailer’s website or store, the accuracy, or legality of its content and operation. Further, the Retailer has independently evaluated the desirability of participating in Live Berry Well’s Retail Partner Program and is not relying on any representation, guarantee or statement other than set forth in the Agreement.
The statements made on our website have not been evaluated by the food and drug administration. Live Berry Well products are not intended to diagnose, treat, cure or prevent any disease.
Right to modify
Retailer can review the most current version of the Agreement at any time at this page. Live Berry Well reserves the right, at it’s sole discretion, to update, change or replace any part of this Agreement by posting updates and changes to it’s website. It is the Retailers responsibility to check Live Berry Well’s website periodically for changes. Retailers continued use of or access to Live Berry Well’s website, or purchasing of Live Berry Well’s products following the posting of any changes to the Agreement constitutes acceptance of those changes.
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.
Governing law
The Agreement and any separate agreements shall be governed by and construed in accordance with the laws of the state of Texas, United States.