Terms & Conditions
| DISTRIBUTORSHIP AGREEMENT | The parties’ signatures on the Purchase Order on the reverse side hereof are ratification of their agreement to the terms and conditions below. |
- Term of Agreement (“Term”): A one-year period after Distributor’s first order of the Products unless renewed in writing.
- Exclusivity: Distributor has exclusive right to market/distribute the products identified on the reverse side hereof (“Products”) to parties residing, and companies headquartered, in the Territory but will not market or distribute Products outside the Territory or on third-party resale accounts.
- Independent Contractor: Distributor is an independent contractor, and not an agent, partner, franchisee, joint venturer or fiduciary of Mahulu. All sales of Products shall be solely in Distributor’s own name and on its own account.
- Packaging and Labelling: Packaging, labelling, inserts, instructions, warnings, etc. shall be provided by Mahulu at its expense, provided, any modification made necessary by regulatory authorities within the Territory shall be at Distributor’s expense.
- Prices: Distributor’s prices for the Products on the reverse side hereof shall not be increased beyond cost increases to Mahulu for Products landed at Mahulu’s warehouse in any bond location (“the Shipping Point”). Prices vary on destination country and are are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind. Title; Risk of Loss; Security Interest: Title to and risk of loss on the Products passes to Distributor upon delivery at the Shipping Point. Distributor grants to Mahulu a purchase money security interest in the Products and in accessions, replacements, and modifications, to, and proceeds from, the Products as collateral for any financial obligations of Distributor to Mahulu.
- Rejection of Defective Products. Distributor may reject and return any defective Product to Mahulu within thirty (30) days after receipt of such Product after specifying such defect in particularity to Mahulu by written notice, and Mahulu shall replace or refund the price of any Product which is defective and which is returned to Mahulu in accordance with the foregoing; provided, (a) any Product not so rejected and returned within such thirty-day period shall be deemed, conclusively, to be accepted by Distributor; and (b) products damaged in transit shall be Distributor’s responsibility.
- Reporting. No less frequently than monthly, Distributor shall advise Mahulu for the previous month of: general market conditions and competitors related to, and its sales of, the Products, as well as sales prices received and inventory of Products on hand. Distributor shall make its records relating to the foregoing reasonably available to Mahulu throughout the Term.
- Appointment of Sub-Distributors, Sales Representatives, Dealerships. Distributor may appoint sub-distributors, independent sales representatives and dealerships to distribute of Products within the Territory by written agreements incorporating all the material terms and conditions hereof, copies of which shall be furnished to Mahulu when signed.
- Laws and Regulations. Distributor, at its expense, shall comply with all applicable laws and regulations within the Territory.
- Non-Circumvention; Confidential Information. Distributor agrees that all information regarding Mahulu’s suppliers and sourcing of materials is proprietary and confidential information belonging to Mahulu and that its use or disclosure by Distributor will result in irreparable injury to Mahulu. During the Term, and for three (3) years thereafter, Distributor will not use any of such information for its own benefit nor disclose any of such information to a third party. The obligations contained in this Section 12 shall survive the termination hereof and shall be binding on Distributor’s principals, shareholders, officers, directors, members, agents, affiliates and successors-in-interest for a period of three (3) years after the termination hereof.
- Limitation of Liability; Indemnification. In no event shall Mahulu be liable to Distributor or any third party: (a) for any claim for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages occasioned by any defective or damaged Product and/or by any breach of this Agreement; or, (b) for any amount exceeding the total amount paid and amounts accrued but not yet paid to Mahulu by Distributor for the Products during the twelve (12) months immediately preceding the event giving rise to such claim. Distributor hereby releases, indemnifies and agrees to hold Mahulu harmless from and against any such claim and liability therefor, including Mahulu’s reasonable attorneys’ fees arising therefrom and related expenses.
- General Provisions. This Agreement constitutes the entire agreement of the parties and supersedes any other oral or written understandings between them; it shall be governed by the laws of Delaware, and each party consents to exclusive, in personam jurisdiction of, and venue in, the courts of general Delaware for the resolution of any dispute arising here from, and expressly waives any right to redress or defense in any other jurisdiction. In any such dispute or litigation, the prevailing party shall be entitled to an award of its expenses incurred therein, including its court costs, expert witness fees, expenses of discovery and reasonable attorney fees. This Agreement shall not be modified or amended except in a writing signed by each party. All notifications required or permitted under this Agreement shall be in writing. Time is of the essence in the performance of all obligations hereunder. Any delay or failure of either party to perform hereunder will be excused to the extent such delay or failure was caused by an event beyond such party’s reasonable control and without such party’s fault, which if it was foreseeable, was unavoidable (which events may include shipping delays, natural disasters, pandemics, covid-19, embargoes, explosions, riots, wars or acts of terrorism).
- International Tax and Duty Requirements. Consumer direct orders from our webstore are subject to Delivered At Place (DAP) incoterms. The buyer is responsible for import clearance and any applicable local taxes or import duties. Distributor and Retail business orders are subject to Delivered Duty Paid (DDP) incoterms. Mahulu takes responsibility for import clearance and payment of taxes and/or import duty. Taxes applied will be reflected in the sales order accordingly.
- Payment Terms. Consumer direct orders are paid upfront at checkout on the webstore. Distributor and Retail orders have 1 month payment terms. Products may be returned, undamaged, at owner’s expense for a full refund. Businesses are expected to have suitable insurance for our products until payment is made. Any damage or loss of product after delivery will require payment in full.