Wholesaler/Reseller
Agreement
WHEREAS, GSM Studios is the proprietor of unique, patented, flavored pre-rolled cones and tips, marketed under the "Sparky's" brand and other associated trademarks ("Products"); WHEREAS, Reseller desires to purchase Products from Sparky's for the purpose of resale to its customers; WHEREAS, Sparky's desires to establish a clear framework for such wholesale purchases and resale activities.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
TERMS AND CONDITIONS
1. Appointment of Reseller
Sparky's hereby grants Reseller the non-exclusive right to purchase Products from Sparky's for resale in accordance with the terms and conditions of this Agreement. Reseller shall at all times conduct its business in a manner that reflects favorably on the Brand and the Products.
2. Products
Sparky's shall supply Products to Reseller for resale. All Products shall be subject to availability. Sparky's reserves the right to modify, discontinue, or add Products at its sole discretion.
3. Ordering & Quantity Requirements
a. Minimum Order Quantities (MOQ): The minimum order quantity for all wholesale purchases is ten thousand (10,000) individual cones/tips per order.
b. Maximum Flavor Quantities: Reseller may select a maximum of one (1) flavor per every ten thousand (10,000) individual cones/tips ordered, benefiting from tiered pricing.
4. Pricing & Payment Terms
a. Wholesale Pricing: Sparky's shall provide Reseller with a wholesale price list for the Products, which may include tiered pricing based on volume. All wholesale prices are subject to change by Sparky's upon reasonable notice to Reseller.
b. Payment Terms: Reseller shall remit full payment upfront for all orders placed. Alternatively, Reseller may opt for a payment plan of fifty percent (50%) upfront, with the remaining fifty percent (50%) due and payable prior to the shipment of the order. Orders will not be processed or shipped until the respective payment portion is received.
5. Shipping Policies and Costs
a. Shipping Costs: All shipping costs, including but not limited to freight, insurance, duties, and taxes, are the sole responsibility of the Reseller. Shipping costs will be calculated and provided to Reseller upon order confirmation.
b. Shipping Procedures: Sparky's will ship orders to the Reseller's designated address using [Specify standard carriers, e.g., UPS, FedEx, USPS] or other carriers as mutually agreed upon. Standard lead times for order processing and shipping will be communicated by Sparky's at the time of order confirmation. Risk of loss and title for Products pass to Reseller upon Sparky's delivery to the carrier.
c. Inspection upon Receipt: Reseller shall inspect all shipments immediately upon receipt and notify Sparky's in writing of any discrepancies or damages within 7 business days of delivery.
6. Return/Refund Policies
a. All Sales Final: All wholesale sales made under this Agreement are final, except as explicitly provided herein.
b. Defective or Damaged Products: Returns or refunds will be accepted only for Products that are found to be defective or damaged upon receipt. Reseller must notify Sparky's in writing, providing photographic evidence, within 7 calendar days of delivery for a claim to be considered.
c. Inspection & Resolution: Sparky's reserves the right to inspect all returned Products before issuing a refund, replacement, or credit. Shipping costs for returns of defective/damaged products will be covered by Sparky's. Products returned for any other reason will not be accepted.
7. Brand & Marketing Guidelines
a. Use of Brand Assets: Reseller agrees to exclusively use approved product images, descriptions, logos, and brand guidelines provided by Sparky's in all advertising, promotional materials, and sales channels. This is to ensure consistent brand representation and protect Sparky's intellectual property.
b. Prior Approval: Sparky's reserves the right to review and approve all marketing materials, including digital and print advertisements, prior to their public use by Reseller.
c. Minimum Advertised Price (MAP): Reseller shall not advertise the Products at a price lower than the standard retail price listed on SparkysClub.com at the time of advertising. For clarity, Sparky's sale prices or promotional prices on SparkysClub.com are not to be used as a basis for setting MAP. Sparky's reserves the right to update its standard retail prices and MAP from time to time, and Reseller shall adhere to the most current MAP policy as communicated by Sparky's. Violations of the MAP policy may result in suspension or termination of this Agreement.
8. Sales Channels & Marketplace Restrictions
a. Third-Party Marketplaces: Reseller is strictly not permitted to sell, list, or distribute the Products on any third-party marketplaces (e.g., Amazon, eBay, Walmart Marketplace, Etsy, or any other similar online platform) without prior written special request and explicit approval from Sparky's.
b. Unauthorized Sales: Any unauthorized sales on such platforms or channels constitute a material breach of this Agreement and may lead to immediate termination of the Reseller relationship.
9. Bundling & Subscription Box Restrictions
a. Bundling: Reseller is strictly not permitted to bundle the Products with other items in a manner that sells or represents any of the Products below the established MAP.
b. Subscription Boxes: Reseller is strictly not permitted to include the Products in any subscription boxes or similar recurring delivery services without prior written special request and explicit approval from Sparky's.
c. Unauthorized Bundling/Inclusion: Any unauthorized bundling or inclusion in subscription boxes constitutes a material breach of this Agreement.
10. Geographic & Legal Compliance
a. Territory: Reseller is authorized to sell Products within the United States, Canada, Europe, Central and South America.
b. Reseller's Responsibility: Reseller is solely responsible for, and assumes full accountability to, ascertain and adhere to all applicable local, state, federal, and regional laws, regulations, and ordinances regarding the possession, sale, and use of consumable flavors utilized for legal smoking herbs within its sales territories and where its customers reside. Sparky's makes no representations or warranties regarding the legality of resale in any specific jurisdiction.
11. Term & Termination
a. Term: This Agreement shall commence on the day of reseller approval and shall continue until terminated by either Party.
b. Termination: Either Party may terminate this Agreement: i. Immediately upon written notice for a material breach of any provision of this Agreement by the other Party, if such breach is not cured within 30 days of written notice specifying the breach. ii. For convenience, upon 30 days written notice to the other Party.
c. Effect of Termination: Upon termination, all outstanding payments shall become immediately due and payable. Reseller shall cease all marketing and sales of Products, and remove all Sparky's IP from its materials, except for existing inventory lawfully acquired, which may be sold for a period of 60 days, provided all terms of this Agreement (including MAP) are adhered to.
12. Indemnification
Reseller agrees to indemnify, defend, and hold harmless Sparky's, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) Reseller's breach of any term of this Agreement; (b) Reseller's marketing, sale, or distribution of the Products; (c) Reseller's failure to comply with any applicable laws or regulations; or (d) any third-party claim related to Reseller's business operations.
13. Limitation of Liability
IN NO EVENT SHALL SPARKY'S BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SPARKY'S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPARKY'S TOTAL AGGREGATE LIABILITY TO RESELLER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY RESELLER TO SPARKY'S FOR PRODUCTS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
14. Confidentiality
Each Party agrees to keep confidential all non-public information received from the other Party that is designated as confidential or would reasonably be understood to be confidential. This obligation of confidentiality shall survive the termination of this Agreement.
15. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in Orange County, Florida.
16. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.
17. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18. Amendment
No modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties.
19. Notices
All notices under this Agreement shall be in writing and deemed given when delivered by email, personal delivery, or certified mail to the addresses specified by each Party.
20. Assignment
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
21. Independent Contractors
The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.
23. Repackaging, White Labeling, and Licensing
a. Repackaging and White Labeling Prohibited: Reseller is expressly prohibited from repackaging, relabeling, or otherwise presenting the Products under any brand name other than "Sparky's". Reseller shall not engage in any white labeling activities with respect to the Products. Products must be sold in their original, unopened Sparky's packaging as provided by Sparky's (with the exception of cone tower boxes for dispensaries and growers). b. Licensing Opportunities: For inquiries regarding licensing opportunities for Sparky's patented technologies or for specific white label programs, Reseller must contact Sparky's directly to discuss and potentially negotiate a separate licensing agreement.
This agreement becomes accepted and binding on the date and time the Wholesale/Reseller Agreement is approved by Sparky's, and a B2B profile is created for reseller.