Wholesale Purchase Agreement
This Agreement (“Agreement”) is made and entered into as of [Date], by and between GNS SALES, hereinafter referred to as the "Seller", and [Purchaser's Full Name/Company], hereinafter referred to as the "Buyer".
Products: Seller agrees to sell, and Buyer agrees to buy, merchandise as described on Seller's website, subject to the terms and conditions herein.
a. The Buyer acknowledges and agrees that the merchandise purchased from the Seller is solely for the purpose of resale in retail settings.
b. The Buyer agrees not to sell or distribute the purchased merchandise to other online retailers or on any third-party online marketplaces without the express written consent of the Seller.
a. The Buyer agrees to adhere to the Manufacturer's Suggested Retail Price (MSRP) when listing the merchandise for sale on their website. The Buyer shall not offer the merchandise for sale below the MSRP without prior written authorization from the Seller.
Breach of Resale Restrictions or MSRP Requirement: Violation of the resale restrictions or MSRP requirement set forth in this Agreement will be deemed a material breach. In the event of such breach, the Seller reserves the right to terminate this Agreement immediately and seek damages, including but not limited to lost profits, as well as injunctive relief.
Price and Payment: Prices and payment terms will be as stated on the Seller's website or as otherwise agreed upon in writing between the parties.
Warranties: The Seller warrants that the merchandise will be free from material defects at the time of delivery. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
Limitation of Liability: In no event shall the Seller be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, lost profits or revenues, or diminution in value, arising out of or relating to any breach of this Agreement.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Your State/Country], without regard to its conflicts of laws principles.
Amendments: This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by an authorized representative of each party.
Entire Agreement: This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Name of Seller/Authorized Signatory Name of Buyer/Authorized Signatory