SHASHI WHOLESALE MASTER PURCHASE AGREEMENT Thank you for your interest in selling Shashi® brand products. We offer wholesale pricing only to resellers who we feel will successfully promote our brand and protect our goodwill. Generally, we require our wholesale clients to be a legitimate retailer, health or fitness location. This means that you must have a storefront or studio where customers visit, and all government required business and sales tax licenses. In order to carry Shashi products you must execute this agreement. This Wholesale Master Purchase Agreement (this “Agreement”) between us, Shashi, LLC (“Shashi”) and you, the signatory wholesale purchaser (“Retailer”) contains the terms and conditions for wholesale purchases of Shashi brand products. By having your authorized representative sign below, you agree to be bound by and accept the terms and conditions of this Agreement. 1. Grant. We appoint you as an authorized Shashi brand reseller with the non-‐exclisive right to offer Shashi brand products to your customers, consistent with the terms and conditions contained in this Agreement. 2. Distribution. Shashi products are not to be sold online except for sales on a website dedicated to your store or studio. You may not sell Shashi products on any third party web sites (including, but not limited to Ebay or Amazon). You shall also comply with the terms of Appendix A relating to our trademarks, packaging and marketing. 3. Intellectual Property. Functionality, Features and the Design of Shashi products, packaging and web site are the sole Intellectual Property of Shashi, LLC., and are protected by trademark, patent and other laws. You agree not to violate these trademarks/patents/service marks, and agree not to carry, not to sell, and not to promote products which violate Shashi’s intellectual property. An updated list of Shashi Trademarks, Patents, etc. can be found on our web site at: www.shashionline.com/ip 4. Trademarks. We have exclusive ownership rights in “Shashi®” and other trademarks, and we desire to ensure the quality and nature of our goods and services. Except for the right to display our products at your physical location and to state that you are an authorized Shashi dealer, you are not receiving a license to use any of our trademarks/servicemarks and must not use Shashi trademarks in any manner (except as authorized in Appendix A). You agree that any mention of a Shashi Trademark or Service Mark be properly identified as such. Appendix A contains a list of Shashi Trademarks and the proper attribution. Updates to this list may be found online at www.shashionline.com/ip. This obligation shall remain in force even if your participation in our program is terminated. Shashi Wholesale Master Purchase Agreement 6-‐4-‐2013.docx 1
5. Pricing. All pricing and payments are in U.S. Dollars. Pricing is exclusive of shipping and applicable sales tax, if any. We reserve the right to update/change our pricing at any time and without notice. Pricing may vary depending on negotiated purchase commitment, volume levels and other factors. If we, in our sole discretion, decide to offer you discount pricing, the discount pricing is subject to your compliance with the minimum purchase order conditions in this Agreement. We are not responsible for pricing and other errors on our website (www.shashionline.com). We reserve the right to cancel part or all of any order. 6. Packaging. You must sell Shashi products only in the original packaging provided by us. You must not repackage our products or in any way alter the packaging containers, labels or markings without our express written permission. You must prominently display our products and must not in any manner hide or obscure our original packaging or products, or the Shashi trademark. 7. Offering of Products. In all marketing materials, you must identify Shashi products and must not imply in any way that they are your products or that you own or have a license to use the Shashi trademark other than as this Agreement expressly authorizes. In addition, you must act with the highest standards of business ethics, honesty and integrity so that our reputation and goodwill and the Shashi trademark will not be adversely affected by any of your conduct. We reserve the right to refuse to sell to you at any time if you operate in a manner inconsistent with your obligations in this Agreement and in such case we may demand return, at your cost, of all product in your possession. 8. Marketing/Publicity. As a Shashi reseller you agree to allow us, at our sole discretion, to use your business name and/or other identifying information to publicize that your business is part of the Shashi family. This may also include listing you as a reseller on the Shashi website, www.shashionline.com. 9. Minimum Purchase Orders. We may impose initial, per order, and/or annual minimum purchasing requirements. If we increase the commitments, you may choose to accept the new levels, or finish out the year at the old levels. If you do not meet the new requirements, we may choose not to renew your reseller status. Only purchases of Shashi brand products count towards minimums. Taxes, shipping and other fees do not count towards minimum requirements. If you fail to meet these minimum purchase requirements, we may, in our sole discretion, withdraw your wholesale status with us. 10. Placing Orders. Wholesale orders must be placed via our website (www.shashionline.com) unless otherwise authorized by Shashi. 11. Back Orders. We make good faith efforts to have all products available at the time of your order. Nevertheless, backorders may occur from time to time. In case of a backorder, you will be notified as soon as possible of an expected shipping date. 12. Payment Options. Orders will be filled at our prices and on our payment terms current at the time we accept your order. Orders must be prepaid by Visa, MasterCard or check. We may delay shipping your order until payment has cleared. 13. Credit Terms; Credit Holds. Shashi currently does not offer credit terms. Shashi Wholesale Master Purchase Agreement 6-‐4-‐2013.docx 2
14. Shipping and Handling. Shipping charges are determined at the time of shipment and are based on the size and weight of your order. Shipping charges do not include any international duties, taxes or other third party fees. Shipping and handling charges will be added to your invoice. 15. Refusal of Shipment. If any shipment is returned due to delivery refusal or as undeliverable, a 20% restocking fee plus applicable shipping costs will be added to your account. In addition, if the delivery issues are corrected and we reship the order, applicable shipping charges will be added to your account. 16. Damaged Shipment. If any product is damaged during shipment, please keep the damaged product in the original shipping carton and immediately notify our customer service at 561.447.8800 or [email protected]. The courier may require a damage inspection and a claim for reimbursement form. At Shashi’s sole discretion, we will replace the item(s) or issue you a credit for future purchases. 17. Returns and Exchanges. We want you to love Shashi products and we love having happy customers! If, in the unlikely event that a product purchased from us is defective, you must notify us within 90 days of purchase or within 30 days of the time of retail sale (whichever is earlier). Upon compliance with our then current return requirements (which may include a requirement that you return the defective product), we will at our sole discretion, either replace the product, refund you your money or issue you a credit for future purchases. However, in no event are shipping and handling charges refundable. If we made an error with your order please notify our customer service at 561.447.8800 or [email protected] immediately. If the error was due to our action or inaction and if you comply with our then current return requirements, we will ship you the correct item(s) free of charge, and supply you with a return shipping label for the incorrect items (in new condition) to be returned. If the error was due to your action or inaction, we will supply correct items upon return of the undesired items (in new condition). Any shipping charges incurred will be your responsibility. In addition, there will be a 20% restocking fee. 18. Cancellation; Change. Shashi reserves the right to cancel this program at any time, or to change the terms and conditions of this program at any time, without prior notice. 19. Confidentiality. Wholesale prices and pricelists of our products are confidential, and for your use only. Publishing or revealing the wholesale pricing of our products outside of your business is strictly forbidden without our prior written consent. Failure to preserve confidentiality in our wholesale pricing may result in your immediate and permanent termination of wholesale status. Shashi Wholesale Master Purchase Agreement 6-‐4-‐2013.docx 3
20. Miscellaneous. EXCEPT FOR THE COMMITMENTS WE EXPRESSLY MAKE IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS OR WARRANTIES APPLICABLE TO OUR PRODUCTS. In the event of any claims against us, whether based on contract, tort, or otherwise, damages shall be limited to the purchase price of the products. Any claim not made within 6 months of our shipment of a product, shall be null and void. In no event shall we be liable for consequential, incidental or special damages. This Agreement represents the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations, if any, made by and between us. Any and all proceedings under or arising out of this Agreement shall be in any federal or state court of competent jurisdiction located in Palm Beach County, Florida, and the internal laws of Florida shall govern without regard to the principles of conflicts of law. A waiver by us of any breach of any provision of this Agreement is not to be construed as a waiver of any continuing or subsequent breach of such provision, a waiver of the provision itself, or a waiver of any of our rights under this Agreement. Any addendum to this Agreement must be in writing and be executed by both parties. 21. Other Remedies. Shashi reserves the right to take whatever action deemed necessary to enforce the terms of this Agreement, and to seek other remedies in addition to actions and remedies described herein. Please acknowledge your understanding of, and agreement to be bound by, the terms and conditions of this Agreement by having your authorized representative sign in the space provided below. Company Name (if any): ______________________________________ Authorized Signature: ______________________________________ Print Name: ______________________________________ Title (if any): ______________________________________ Date: ______________________________________ www.ShashiOnline.com Full Name on Account: ______________________________________ Studio Name on Account: ______________________________________ Shashi Wholesale Master Purchase Agreement 6-‐4-‐2013.docx 4
APPENDIX A TRADEMARKS As of May 15, 2013 Shashi® Trademark Identification All uses of a Shashi Trademark must be properly accompanied by appropriate identification. The use of any Shashi registered trademark must be identified with a legible “®“(Circle-‐R) symbol. The use of any Shashi non-‐registered symbol must be identified with a legible “™” (T M) symbol. The Trademark notice shall read: “Shashi®” and the Shashi Running Dog Logo are registered trademarks, “ Shashi Classic™”, “Shashi Star™”, “A cool Treat for your Feet™” and “Cool Feet Socks™” are trademarks of Shashi, LLC. Trademarks not used may be omitted from the notice. Use of Trademark Shashi trademarks may be used in advertising that promotes the sale of said products. All such advertising must be approved by Shashi. Shashi Wholesale Master Purchase Agreement 6-‐4-‐2013.docx 5