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Retailer Distributor Agreement
Seller: Colorado Wholesale Company, of 121 S. Robinson Avenue, Florence, Colorado 81226
Distributor: (your legal company information)
ITEMS PURCHASED. Seller agrees to offer for sale to Distributor an Agreement, for the following products (the “Products”) and Territory in accordance with the terms and conditions of this Agreement:
Wholesale Price Retail Price
Nectar 250 Oil $22.79 $37.99
Nectar 500 Oil $44.99 $74.99
Nectar 750 Oil $65.99 $109.99
Nectar 200 Topical $17.99 $29.99
Nectar 300 Pet Drops $26.99 $44.99
Nectar 600 Pet Drops $53.99 $89.99
Nectar 300 Pet Treats $29.99 $49.99
Nectar 600 Pet Treats $56.99 $94.99
PRICING AND ORDERS. The Products will be ordered at prices and quantities as agreed to by the parties and subject to the terms and conditions of sale and shipment established by Seller from time to time and in effect at the time Seller accepts the order. Seller reserves the right to change prices upon reasonable notice to Distributor for subsequent purchases. Seller agrees to exercise commercially reasonable efforts to supply the Products to Distributor in a timely fashion.
SALE OF PRODUCTS. Seller agrees to sell the Products at the prices indicated herein in accordance with order procedures as may be reasonably communicated by Seller from time to time. Seller may amend prices upon notice to Distributor, provided any such amendment shall reflect similar prices applicable to the Products and contemporaneously offered to other Distributors similarly situated.
MINIMUM ADVERTISED PRICE. Distributor agrees to advertise Products at a price equal to or greater than the prices listed below (the “Minimum Advertised Prices”). Distributor agrees to require that its retailers agree to and abide by the Minimum Advertised Prices. Distributor acknowledges that advertising the Products at a price less than the Minimum Retail Price is a material default of this Agreement and will cause great harm to Seller which cannot be adequately compensated in damages in an action at law. Distributor agrees that Seller shall be entitled to injunctive and other equitable relief, in addition to any other remedy Seller might have under this Agreement, to prevent or curtail any breach of this Section by Distributor.
Nectar 250 Oil $37.99
Nectar 500 Oil $74.99
Nectar 750 Oil $109.99
Nectar 200 Topical $29.99
Nectar 300 Pet Drops $44.99
Nectar 600 Pet Drops $89.99
Nectar 300 Pet Treats $49.99
Nectar 600 Pet Treats $94.99
TERRITORY. Distributor shall be a distributor for the following territory: United States (“Territory”), and shall distribute Products solely in the Territory.
TAXES. The parties agree that payment of any taxes levied on the Products (other than taxes based on income) shall be Distributor’s responsibility (including, without limitation, federal, state, local, use or similar taxes), and Distributor shall report and pay such taxes to the appropriate taxing authority as required by law.
TITLE/RISK OF LOSS. All Products shall be sent in accordance with Seller’s then current shipping policies, including, without limitation, the use of cartons bearing external art work or labels as designated by Seller. Distributor shall pay reasonable shipping costs in accordance with its shipping instructions, but Seller shall be responsible for packaging, shipping and safe delivery and shall bear all risk of damage or loss until the goods are delivered to Distributor’s address.
RETAIL STORE FACILITIES. Distributor will offer Products from its retail stores locations as mutually agreed by the parties in accordance with terms set forth in the Agreement. Distributor will provide Seller with an updated list of all Facilities selling Products.
PAYMENT. Payment shall be made to COLORADO WHOLESALE COMPANY, 121 S. Robinson Avenue, Florence, Colorado 81226. Payment terms for the initial order of products shall be 100% at the time of order. Payment terms for the Products purchased hereunder shall be 100% at the time of the order. Quantity of the Products, amounts due, and delivery dates shall be specified in a purchase order (“Purchase Order”) for each purchase.
If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 8% percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Distributor shall pay all costs of collection, including without limitation, reasonable attorney fees.
In addition to any other right or remedy provided by law, if Distributor fails to pay for the Products when due, Seller has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.
DELIVERY. Time is of the essence in the performance of this Agreement. Seller will arrange for delivery by carrier chosen by Seller, and deliver the Products in accordance with the terms of each Purchase Order.
WARRANTIES. Distributor shall be entitled to any manufacturer warranties generally offered in connection with the products, subject to their terms and enforceability. Seller warrants that the Products shall be free of substantive defects in material and workmanship.
SELLER SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Seller’s liability, if any, for defective Products, is limited to replacement, repair or refund of the defective Products, at Seller’s option.
Seller agrees to indemnify, hold harmless, and protect Distributor, its affiliates, successors, assignees, customers, and users from any and all claims, demands, suits at law or equity, and all expenses including attorneys’ fees, involving infringement or alleged infringement of any patent, trademark, or copyright resulting from the purchase, use, or sale of the Products.
INSPECTION. Distributor, upon receiving possession of the Products, shall have a reasonable opportunity to inspect the Products to determine if they conform to the requirements of this Agreement. If Distributor, in good faith, determines that all or a portion of the Products are non-conforming, Distributor may return the Products to Seller at Seller’s expense. Distributor must provide written notice to Seller of the reason for rejecting the Products. Seller will have 60 days from the return of the Products to remedy such defects under the terms of this Agreement.
INTELLECTUAL PROPERTY. Distributor shall obtain no right, title or interest in or to any of the proprietary rights of Seller, the Products, manufacturers or their licensors, including without limitation, rights in or to the trademarks, trade names, slogans, logos, copyrights and patents owned, registered, pending registration or used by any of them. Any such use of such intellectual property shall be by prior written consent and according to policies and guidelines communicated by Seller.
TERMINATION. This Agreement is perpetual but may be terminated as to any party, for or without cause, upon 15 days written notice to the other.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the Goods in the time and manner provided for in this Agreement.
- The selling of the Products at prices less than the Minimum Retail Prices.
REMEDIES ON DEFAULT. In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within 30 days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.
FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or supplier failures.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.
All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.
The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
CONFIDENTIALITY. Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party’s business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
NON-INTERFERENCE WITH BUSINESS. During and for a period of two (2) years immediately following termination of this Agreement by either party, Distributor agrees not to solicit or induce any employee, vendor or independent contractor to terminate or breach an employment, contractual or other relationship with Seller.
DUTY TO COOPERATE. Distributor will cooperate with any requests from Seller regarding governmental inquiries or investigation requests.
NOTICES. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, or via email to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
ASSIGNMENT. Neither party may assign or transfer this Agreement without prior written consent of the other party, which consent shall not be unreasonably withheld.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
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 a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. 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.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Colorado.