Authorized Reseller & Dropshipper Agreement
OH WOW CYCLES, INC.
AUTHORIZED RESELLER & DROPSHIPPER AGREEMENT
Effective Date: The date of electronic acceptance by Reseller.
This Authorized Reseller & Dropshipper Agreement (“Agreement”) governs participation in the Oh Wow Cycles reseller and dropship program and is entered into between Oh Wow Cycles, Inc., located at 9901 Paramount Blvd., Suite 110, Downey, California 90240 (“Oh Wow Cycles”), and the individual or business entity electronically accepting this Agreement (“Reseller”).
1. ACCEPTANCE OF AGREEMENT
By checking an acceptance box, clicking “I Agree,” submitting a reseller application, placing an order, accessing reseller pricing, or otherwise participating in the Oh Wow Cycles reseller or dropship program, Reseller acknowledges that it has read, understood, and agrees to be legally bound by this Agreement.
No signature by Oh Wow Cycles shall be required for this Agreement to become effective.
Electronic acceptance shall have the same legal force and effect as a handwritten signature.
Reseller represents and warrants that the individual accepting this Agreement possesses full authority to bind the Reseller and any associated business entity.
2. APPOINTMENT
Oh Wow Cycles authorizes Reseller to market and sell Oh Wow Cycles products subject to the terms of this Agreement.
Reseller acts solely as an independent contractor and shall not be considered an employee, partner, franchisee, agent, joint venturer, or representative of Oh Wow Cycles.
3. PRODUCT PRICING
Oh Wow Cycles shall provide Reseller with wholesale pricing and product availability information.
Reseller may determine its own retail pricing.
Oh Wow Cycles reserves the right to change pricing, product specifications, product availability, and program policies at any time.
Price increases or decreases will generally be communicated prior to the beginning of each month.
4. ORDERS AND PAYMENT
All orders must be submitted in a manner approved by Oh Wow Cycles.
Payment in full is required prior to shipment unless otherwise agreed in writing.
Ownership of products remains with Oh Wow Cycles until payment has been received in full.
Upon shipment of an order and receipt of payment, Reseller shall have no further payment obligations regarding that transaction except as otherwise provided herein concerning returns, chargebacks, fraud, or warranty-related matters.
5. MARKETING AND ADVERTISING
Reseller may market Oh Wow Cycles products using any lawful advertising or promotional method.
Reseller shall not:
* Make false or misleading claims;
* Misrepresent product specifications or capabilities;
* Engage in unlawful marketing practices;
* Use deceptive advertising;
* Publish defamatory, discriminatory, hateful, obscene, sexually explicit, fraudulent, or otherwise harmful content.
Oh Wow Cycles reserves the right to immediately terminate this Agreement if Reseller’s conduct or marketing activities could reasonably be expected to damage the reputation, goodwill, or business interests of Oh Wow Cycles.
6. CUSTOMER RELATIONSHIP
Reseller shall serve as the primary point of contact for its customers.
Reseller is responsible for customer communications, customer support, and order-related inquiries.
Reseller shall not offer warranties, guarantees, refunds, or representations on behalf of Oh Wow Cycles beyond those officially provided by Oh Wow Cycles.
7. SHIPPING AND FULFILLMENT
Oh Wow Cycles will generally ship orders within forty-eight (48) business hours after receipt of payment, excluding weekends, holidays, supply shortages, weather events, carrier delays, or circumstances beyond reasonable control.
Tracking information will be provided when available.
Reseller may cancel an order prior to shipment.
Once an order has shipped, any cancellation shall be subject to the return policy then in effect.
Delivery dates are estimates only and are not guaranteed.
8. RETURNS
Reseller is responsible for handling communications with customers concerning returns.
Customers should retain all original packaging materials, boxes, manuals, and accessories until they have determined they will keep the product.
If original packaging is discarded, damaged, or unavailable, the customer shall be responsible for obtaining suitable replacement packaging for return shipment.
Approved returns may be subject to inspection, restocking fees, freight charges, and deductions for damage, misuse, missing parts, or excessive wear.
9. SHIPPING DAMAGE CLAIMS
Customers should inspect shipments immediately upon delivery.
If a package appears severely damaged, the customer may refuse delivery.
If delivery is accepted, customers should photograph any damage and note visible damage with the carrier whenever possible.
Oh Wow Cycles will work in good faith to repair, replace, or otherwise resolve verified shipping damage claims.
10. WARRANTY
Products are covered exclusively by the written warranty policy in effect at the time of sale.
Warranty coverage applies only to defects in materials and workmanship under normal use.
Warranty coverage excludes damage resulting from misuse, neglect, abuse, improper assembly, unauthorized modification, accidents, commercial misuse, or normal wear and tear.
Oh Wow Cycles reserves the right to modify warranty policies from time to time.
11. LIMITATION OF LIABILITY
To the fullest extent permitted by law, Oh Wow Cycles shall not be liable for any indirect, incidental, consequential, punitive, exemplary, or special damages arising from or relating to the sale, use, transportation, assembly, or operation of any product.
The maximum liability of Oh Wow Cycles shall not exceed the amount paid by Reseller for the product giving rise to the claim.
12. INDEMNIFICATION
Reseller agrees to defend, indemnify, and hold harmless Oh Wow Cycles, its officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of:
* Reseller’s business activities;
* Reseller’s advertising or marketing;
* Statements made by Reseller to customers;
* Violations of applicable law by Reseller.
13. TERM AND TERMINATION
This Agreement shall remain in effect until terminated.
Either party may terminate this Agreement at any time upon written notice.
Oh Wow Cycles may immediately terminate this Agreement for fraud, non-payment, breach of this Agreement, unlawful conduct, or conduct reasonably deemed harmful to Oh Wow Cycles.
If no purchases, sales activity, or other business activity occur for a period of twelve (12) consecutive months, this Agreement shall automatically terminate.
Following automatic termination, Reseller must execute or electronically accept a new agreement before placing future orders.
14. GOVERNING LAW
This Agreement shall be governed by and construed under the laws of the State of California.
Any dispute arising from or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Los Angeles County, California.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, representations, and understandings relating to its subject matter.
Oh Wow Cycles reserves the right to update this Agreement from time to time. Continued participation in the reseller or dropship program following notice of updated terms constitutes acceptance of the revised Agreement.
RESeller ACKNOWLEDGMENT
BY CLICKING “I AGREE,” SUBMITTING AN APPLICATION, ACCESSING RESELLER PRICING, PLACING AN ORDER, OR OTHERWISE PARTICIPATING IN THE OH WOW CYCLES RESELLER OR DROPSHIP PROGRAM, RESELLER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.
NO PHYSICAL OR ELECTRONIC SIGNATURE OF OH WOW CYCLES IS REQUIRED FOR THIS AGREEMENT TO BECOME EFFECTIVE.