Authorized Reseller Agreement Terms & Conditions of Sale
By being approved for a reseller account and making a wholesale purchase you are participating in the Slipstream Absinthe Authorized Reseller Program, Reseller acknowledge that "Reseller" have read, understood, and agree to be bound by these Terms and Conditions.
Eligibility
The Slipstream Absinthe Authorized Reseller Program (the "Program") is open to companies who have registered on the Slipstream Absinthe website with a reseller account. ("Slipstream Absinthe") to be part of this Program and have been qualified by Slipstream Absinthe to participate. Once Reseller have registered as a member of the Slipstream Absinthe Authorized Reseller Program and been qualified, Reseller will be provided with wholesale pricing information and be eligible to purchase Slipstream Absinthe products at wholesale and resell them at the retail price listed on the Slipstream Absinthe website.
Application
Reseller shall register an account on the Slipstream Absinthe website and make a request for approval using our contact form and wait for approval and wholesale prices. It is understood that upon submission, Reseller is giving full right to Slipstream Absinthe, to verify and inquire on the authenticity and veracity of any or all information provided for by the Reseller.
All submitted registration is subject to Slipstream Absinthe' approval and Slipstream Absinthe reserve the right to approve or reject Reseller's application. Upon the option of Terra Slipstream Absinthe, a rejected registration application may be reconsidered if found appropriate.
Reseller Appointment
Subject to these Reseller program terms and conditions, Slipstream Absinthe appoints Reseller as a non-exclusive authorized reseller ("Reseller") of Slipstream Absinthe products listed on the Wholesale Price List ("Price List"). As a Reseller, Reseller may purchase Terra Slipstream Absinthe pursuant to these terms and conditions for (i) resale to Customers, or (ii) demonstration or evaluation purposes only. For purposes of this agreement, Customer means an entity or person who purchases Slipstream Absinthe Products from Reseller. Without limiting the generality of the foregoing, Reseller must not use for reselling: i) Amazon, ii) eBay, Etsy, or any other 3rd party shop or auction website iii) Reseller. Reseller may not use "spam" techniques to reach potential Customers. As a reseller you must only sell Slipstream Absinthe products in your online or local store front and not post Slipstream Absinthe products for sale on any other 3rd party website that you do not own or operate.
Reseller Obligations
Reseller shall use commercially reasonable efforts to market Slipstream Absinthe Products as part of Reseller's standard offerings.
Reseller shall not sell Slipstream Absinthe products below the suggested MSRP (Manufacturer's Suggested Retail Price) which is always up to date on the Slipstream Absinthe website. Any other forms of discount below the MSRP price or freebie situations must be authorized by Slipstream Absinthe. Which you can contact us for approval of discount usage.
Reseller shall not sell Slipstream Absinthe items on any Internet auction website such as eBay, Amazon, Etsy, Zazzle, Google merchant, PayPal shop or similar websites.
Reseller shall notify Slipstream Absinthe of all store locations, including Internet websites, where Reseller is selling the Slipstream Absinthe brand of products. By giving this information you give us the right to post publicly we our clients can find Slipstream Absinthe products for sale.
Reseller may use the Slipstream Absinthe logo, on request and upon approval by Slipstream Absinthe. We will also provide Slipstream Absinthe marketing material that is approved for Reseller use.
See section on Intellectual property, below.
Reseller shall make no warranty or other performance guarantee applicable to Slipstream Absinthe. Reseller shall be liable for warranties and/or guarantees made that were not authorized by Slipstream Absinthe.
Internet Application & Restrictions
Reseller may sell Slipstream Absinthe products on Authorized Reseller's website.
Products sold online shall be restricted to products sold at the Reseller's retail store with available stock for each item sold online. All published images of Slipstream Absinthe' products must be shown and pictured in full (not solely the image) on the Reseller's web site.
Reseller shall not use any images directly from the hard copy or Internet copy of the Slipstream Absinthe "catalog of images" which is copyrighted by Slipstream Absinthe.
Reseller may allow clients to view the complete image selection catalog of images, on the Slipstream Absinthe website at https://slipstreamabsinthe.com
The public catalog of images of the Slipstream Absinthe website may be used by the Reseller to show the Slipstream Absinthe catalog to the Reseller potential customer.
The Slipstream Absinthe website is selling only to authorize Resellers.
Reseller may request to be listed on the retail locations page of the Slipstream Absinthe website, in order to provide Reseller's shop location, contact information and/or link to the authorized Reseller website. All submitted registration is subject to Slipstream Absinthe' approval and Slipstream Absinthe reserve the right to approve or reject Reseller's listing request.
Price and Payment
Prices for Slipstream Absinthe Products will be made available on the Slipstream Absinthe website after the account has been registered and approved. Notwithstanding the foregoing, Slipstream Absinthe may change the commercial list prices for the Slipstream Absinthe Products without any notice. Slipstream Absinthe shall determine the reseller price at which it resells the Slipstream Absinthe Products to its resell clients customers which can be no lower than the retail price posted on the Slipstream Absinthe website.
Reseller shall acquire Slipstream Absinthe Products by placing orders with Slipstream Absinthe (in a form approved by Slipstream Absinthe). Slipstream Absinthe will acknowledge receipt and reserves the right to reject any order.
All pricing is stated in U.S. dollars and all payments are to be made in U.S. dollars. All prices for Reseller Slipstream Absinthe Products are exclusive of taxes except in the state of Arizona.
Ordering and Order Confirmation
All orders submitted are subject to initial confirmation by Slipstream Absinthe through a Proforma Invoice. Proforma Invoice shall indicate all relevant information as provided for by both Slipstream Absinthe and Reseller and the same is to be forwarded through email to the Reseller for his confirmation.
Slipstream Absinthe shall not be liable to any and all error in order instructions or details provided for by Reseller.
Sales and Returns
Reseller must order in these quantities 12 glasses, 24 glasses, 48 or more glasses for an order to be considered wholesale. The Reseller has 5 days after the order has been received to let us know about any damaged product in order to get a replacement or refund.
Terms and Termination
These Terms and Conditions and the rights granted hereunder shall continue until terminated as set forth below.
Slipstream Absinthe may terminate for convenience Reseller's participation in the Program at any time without cause without notice to Reseller.
Reseller may terminate for convenience Reseller's participation in the Program at any time without cause upon fourteen (14) days written notice to Slipstream Absinthe.
In the event Reseller is in breach or default of any of the material Terms or Conditions of this Program, and has not taken steps to cure such breach or default within ten (10) days after the receipt of written notice from Slipstream Absinthe, then in addition to all other rights and remedies at law, in equity or otherwise, Slipstream Absinthe shall have the right to terminate Reseller's participation in the Program without further charge, obligation or liability whatsoever. Regardless of the type of termination, Reseller will immediately return all unsold products to Slipstream Absinthe, at Resellers' expense. Slipstream Absinthe will issue a refund to Reseller for all returned products.
Tax Implications
Reseller acknowledges and agrees that it is the responsibility and obligation of the Reseller to report as income all compensation received under this agreement and pay all applicable taxes on that income.
Reseller also acknowledges that Slipstream Absinthe is obligated to charge and collect all applicable sales tax on purchases Reseller makes until Reseller provides a valid resale certificate to Slipstream Absinthe
Personnel
Each party shall have responsibility for all acts and omissions of their respective personnel performing its obligations under these Terms and Conditions.
Neither party shall have any obligation for any employee-related benefits applicable to the other Party's personnel performing services under this Program. Each Party shall withhold their employees' portion of FICA and withholding income for federal and state income tax purposes to the extent required by law.
Intellectual Property
Except for the rights expressly granted herein, these Terms and Conditions do not transfer any intellectual property rights from one party to the other, and each party shall retain all right, title and interest in and to its intellectual property rights. No intellectual property (such as trademarks, copyrights, patents and other trade secrets) shall be used by Reseller in any way not in accordance with this agreement or with the express written permission of Slipstream Absinthe.
This section will survive the termination of this Program.
Warranties
Each party warrants that it has full power and authority to enter into and perform under this Program and that the person registering for this Program has been properly authorized to do so. Each Party further warrants that it will perform all activities it undertakes in this Program with due care and skill.
SLIPSTREAM ABSNITHE MAKES NO WARRANTIES OF ANY KIND IN REGARDS TO ITS PRODUCTS, EXCEPT FOR THOSE FOUND IN THIS AGREEMENT.
THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
This section will survive the termination of this Program.
Indemnification
Reseller will indemnify and hold Slipstream Absinthe and its affiliates, its employees and agents harmless from and against any and all claims, including Customer claims, liabilities, losses, damages, and causes of action (i) arising out of the acts or omissions of Reseller in the performance or nonperformance under this Program; (ii) based upon or relating to any express or implied modifications of the Slipstream Absinthe Product specifications without the prior written consent of Slipstream Absinthe.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED AT LAW, NEITHER SLIPSTREAM ABSINTHE NOR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS RESELLER PROGRAM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES.
This section will survive the termination of this Program.
Confidentiality
Slipstream Absinthe guarantees to protect Reseller information shared with Slipstream Absinthe from unauthorized access or disclosure. The Slipstream Absinthe website uses a secure server (SSL) to encrypt all of Resellers information. Reseller is responsible for maintaining confidentiality of the Reseller account and password and for restricting access to the Reseller computer. Reseller agrees to accept responsibility for all activities that occur under the Reseller account or password.
Non-Disclosure and Limitation of Use of Confidential Information
Reseller shall keep confidential and not use, copy or disclose, directly or indirectly, to any third party any Confidential Information without the prior written consent of a duly authorized officer of Slipstream Absinthe. Reseller shall use the Confidential Information solely in connection with the Reseller Program. All Confidential Information shall be and remain the property of Slipstream Absinthe. Reseller shall deliver to Slipstream Absinthe upon completion or termination of the Reseller Program, all Confidential Information in Reseller's possession or control, directly or indirectly, in whatever form it may be.
Confidential Information
For the purposes of this Reseller Program, the term "Confidential Information" shall include, without limitation, all trade secrets and all other information and material that relates or refers to the plans, policies, finances, corporate developments, products, pricing, sales, services, procedures, intra-corporate transactions, suppliers, prospects and customers, as well as financial information relating to such suppliers, prospects and customers, and any other similar Confidential Information and material which Slipstream Absinthe does not make generally available to the public. Any communication between Slipstream Absinthe and the Reseller must stay classified.
Non-Compete
Because of the trade secret subject matter of Slipstream Absinthe, you covenant and agree that, during the term of this Agreement and for a period of as long as Slipstream Absinthe is in business, you will not solicit the services of any of Slipstream Absinthe’s employees, contributors, content providers, suppliers or customers for your own benefit or for the benefit of any other person or entity. The Parties hereby agree as follows: That the reseller shall not directly or indirectly compete with the business of Slipstream Absinthe and its successors and assign during the period of independent contract services and for as long as Slipstream Absinthe is in business. Resellers acknowledges that Slipstream Absinthe shall or may in reliance of this agreement provide Resellers access to trade secrets, customers, and other confidential data and that the provisions of this agreement are reasonably necessary to protect Slipstream Absinthe and its good will. Resellers agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party.
Reseller may not, directly or indirectly, own, lease, control, operate, participate in, manage, provide services for, consult with, advise, or permit his/her name to be used by any business that competes with Slipstream Absinthe in any way. For the purposes of this contract, a "competitor" or "competing business" is defined as one that operates, in any capacity, in the international Absinthe industry regardless of country. Reseller will not manufacture, sell, or leak any Slipstream Absinthe products or future products and ideas ever.
This section will survive the termination of this Program.
Exceptions
Information will not be deemed Confidential Information hereunder if such information: (i) is known to Reseller prior to receipt from Slipstream Absinthe directly or indirectly from a source other than one having an obligation of confidentiality to Slipstream Absinthe; (ii) becomes known (independently of disclosure by Slipstream Absinthe) to Reseller directly or indirectly from a source other than one having an obligation of confidentiality to Slipstream Absinthe; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Reseller Program's Terms and Conditions by Reseller; or (iv) is independently developed by Reseller.
Continuing Obligation
Reseller obligations under this Reseller Program's Terms and Conditions with respect to confidentiality, non-compete, non-disclosure and limitation of use of Confidential Information shall survive termination of Reseller participation in the Program.
Remedies for Noncompliance
If Slipstream Absinthe determines in its sole discretion that Reseller have not complied with these Terms and Conditions, it may, in addition to any other rights and remedies it may have against Reseller, immediately and without notice to Reseller, withdraw all benefits to Reseller and Reseller's Customers under this Reseller Program, including, without limitation, by canceling or declining any and all orders placed or to be placed by Reseller in connection with this Program. We will also take legal action against the Reseller if any damage has come from the Reseller breaching this agreement.
Independent Contractor
Nothing contained in these Terms and Conditions shall be deemed or construed as creating a joint venture or partnership between the Reseller and Slipstream Absinthe. Neither party is authorized as an agent, employee or legal representative of the other party. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors. Neither party shall have any power or authority to bind or commit the other.
Marketing and SEO Policy
We encourage affiliates to use our keywords in their search engine optimization. However, affiliates must use our trademark name, our domain name and not use misspellings or variations of these.
Assignment
Reseller may not assign Reseller's rights or obligations under these Terms and Conditions, either in whole or in part, without the prior written consent of Slipstream Absinthe, said consent not to be unreasonably withheld, and any attempted assignment or delegation without such consent will be void.
Notice
Any notice or communication required or permitted to be given hereunder may be emailed. Slipstream Absinthe will also include email as an acceptable notice format, and it is Reseller obligation to keep all Reseller contact information up to date with Slipstream Absinthe.
Severance
If any provision of these Terms and Conditions is held to be invalid, such invalidity will not affect the remaining provisions.
Governing Law
These Terms and Conditions will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Arizona and the countries court of the Resellers must comply with this agreement, without giving effect to any principles of conflicts of laws. Reseller hereby irrevocably consents and submits to the nonexclusive personal jurisdiction of the state and federal courts within Central District of Arizona for the purposes of litigating any such actions.
Variation of Terms and Conditions
These Terms and Conditions may be amended or modified by Slipstream Absinthe in its sole discretion at any time. Any such amendments will be posted to this page, and it is Reseller's responsibility to review this page from time to time for such amendments. Continued placement of orders will be deemed acceptance of the amendment(s) as posted.
Entire Agreement
These Terms and Conditions represent the entire agreement between Reseller and Slipstream Absinthe with respect to the Reseller Program.