ODM Distribution Agreement
This Agreement for the ODM Distribution of Goods Agreement ("Agreement") is made and effective from the date signed in the sign-up form (which is part of this agreement), by and between DanceShoesOnline.com a Kansas Corporation of U.S.A. ("Seller") and the undersigned, as a ("Buyer").
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, Terms and conditions are as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:-
Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase the following tangible personal property (the "Goods"): Dance Shoes, Ballroom Dance Shoes and Dancewear.
2. Prices, Discounts, Delivery and label
A. All sales of Seller's Products to Seller shall be made pursuant to this Agreement at Seller’s prices listed on its online store namely “DanceShoesOnline.com”, which will be based on the membership mutually agreed by both Seller and Buyer. Prices of dance shoes, dance clothing and dance accessories will be subject to Seller’s offer mutually agreed by both Seller and distributor through emails. Due to the current fluctuation of US dollar against RMB (Chinese Currency), Seller’s prices may be adjusted accordingly from time to time without prior notice.
B. Performance shall be prorated based on the day the agreement becomes valid. Seller shall not be required to fill any Buyer's order of less than 20 units of Seller's Product. Any such order should be placed by Buyer through Seller’s online payment system. Code discount shall be revised subject to previous year's performance of a Buyer.
C. All prices are FOB Seller's plant. Buyer shall bear all costs, insurance premiums, freight and all other charges or expenses incurred after Seller has placed the products in the custody of a carrier at the place of shipment to Buyer.
D. Seller agrees to properly pack all items for shipment. Risk of loss due to damage or destruction of Seller's Products shall be borne by Buyer after delivery to the carrier for shipment. The carrier will be selected by Seller unless Buyer requests a reasonable alternative.
E. Buyer will provide the label with appropriate design; Seller will produce shoes with the provided label subject to the manufacture's approval.
A. All shoes are made to order. So that you are required to pay full payment.
B. We accept PayPal, Pay with amazon. Visa, MasterCard, American Express and Discover card. We also accept US Money Order, company Check and PayPay eCheck. If you choose wire transfer, please request us to email you our Seller’s bank as follows:
A/C Name: DanceShoesOnline.com
Routing: provide as requested
Account No: provide as requested
C. If payments are made by money order or check, the Distributor’s order will not be filled until the money order or check has been cleared. In case Distributor’s check is bounced, you are responsible for the our bank fees.
D. Buyer shall pay all charges due hereunder within seven (7) days after the date of Seller's invoice. Payment shall be made as shown on the invoice. Seller may impose a late payment charge of 3 percent (3%) per month on overdue amounts.
4. Order Acceptance, Processing and Returns.
A. All orders are subject to acceptance by Seller. Seller shall not be bound by any order placed by Buyer until such order has been accepted by Seller. Seller reserves the right to cancel any order or any part of it after acceptance, for credit or any other reason whatsoever deemed by Seller to be sufficient or necessary.
B. Except as otherwise expressly agreed by Seller in advance, this Agreement shall control all aspects of the dealings between Seller and Buyer with respect to the Seller's Products and any additional or different terms in any Buyer order are hereby rejected. If any terms or conditions in any Buyer order are inconsistent with the terms of this Agreement, such inconsistent order terms or conditions shall be null and void and shall not be binding on Seller notwithstanding the acceptance of such order by Seller.
C. Seller will employ its best efforts to fill Buyer's orders promptly on acceptance, but reserves the right to allot available inventories among distributors at its discretion.
D. Except for Seller's products that are defective at the time of sales to Buyer, no return will be accepted. Buyer shall not return any Product with “Your Own Logo” on without prior written acceptance of Seller for such return.
5. Shipping, Right of Inspection.
Seller shall deliver the goods to a shipper (selected by Buyer) as follows: China Post Office’s Express Mail Service (EMS), or UPS or DHL located at Huiyang, Guangdong, China. Buyer shall be solely responsible for the expenses associated with shipping. The risk of loss from any casualty to the Goods, regardless of the cause, shall be upon Buyer upon the delivery of the Goods to Buyer's shipper as set forth herein. When practicable, Seller will follow Buyer's requested shipping instructions. If none are requested, Seller will use its discretion in selecting an appropriate transportation method.
Buyer shall have the right to inspect the goods on arrival at Buyer's facility. Within 3 workings days after delivery, Buyer must give notice to Seller of any claim with respect to the condition, quality or grade of the Goods or non-conformance to this Agreement, specifying the basis of the claim in detail. Seller may, at its option inspect the Goods at Buyer's facilities to confirm that the Goods do not conform. Failure of Buyer to comply with these conditions within the time set forth herein shall constitute irrevocable acceptance of the Goods by Buyer. In the event the Goods do not conform to this Agreement, Buyer's sole remedy and Seller's sole obligation shall be at Seller's option to replace the Goods at Seller's expense or credit Buyer the amount of the purchase price for the non- conforming goods. Return shipping shall be the responsibility of Seller.
6. Identification of Goods.
Identification of the Goods shall not be deemed to have been made until both Buyer and Seller have specified that the Goods are to be appropriated to the performance of this Agreement.
EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTY TO BUYER WITH RESPECT TO THE GOODS, AND BUYER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Transfer of Title.
Title to and ownership of the goods shall not pass from Seller to Buyer until Buyer has paid in full the purchase price to Seller.
9. Limitation of Liability.
In no event shall Seller be liable for any special, indirect, incidental or consequential damages arising out of or connected with this Agreement or the Goods, regardless of whether a claim is based on contract, tort, strict liability or otherwise, nor shall Buyer's damages exceed the amount of the purchase price of the Goods.
Buyer shall pay or reimburse Seller as appropriate for any sales, use, excise or other tax imposed or levied with respect to the payment of the purchase price for the Goods or the conveyance of title in the Goods to Buyer. In no event shall Buyer be responsible for any tax imposed upon Seller based upon Seller's income or for the privilege of doing business.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
If to Seller:
If to Buyer:
(same as information filled in the application form)
12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of Kansas, USA.
13. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
16. Signed by Buyer
The Sign-up Form and the form below is part of the agreement, please check on it to indicate that you have read and agreed this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year stated in the Sign-up form.
(Note: please click on the "SIGN UP" icon below to find the sign-up form which is a part of the agreement, follow the instruction to fill and complete the form before clicking on the “Subscribe to list” button).
Note: If you want to process your application faster, please inform us as soon as possible after having completed the registration.