Wholesale Agreement Terms of Sale
All sales made by NOOMA, the “Company”, to you, the "Retailer", are governed by these Terms and Conditions of Sale unless otherwise indicated by NOOMA in writing. Please read these Terms and Conditions thoroughly before submitting an application for a wholesale account. Do not submit the wholesale application unless you understand these Terms and Conditions and agree to abide by them. Submitting an application constitutes as a binding contract between you, the “Retailer”, and NOOMA, the “Company”, beginning the date for which your wholesale application was received.
NOOMA reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. The failure of NOOMA to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions of sale must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect. NOOMA shall not accept Retailer’s orders unless and until Retailer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document supersede the terms and conditions of Retailer’s order(s) and will govern all transactions between Retailer and NOOMA. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by NOOMA and Retailer. Either party can terminate the wholesale relationship at any time.
MANUFACTURER’S SUGGESTED RETAIL PRICE (MSRP)
Products purchased from NOOMA may be sold for any price if they are sold at a physical Retail location. NOOMA suggests a retail price of $3.00 per bottle for Sports Drinks and $3.50 per can for Pre-Workout drinks. Products sold online must adhere to the requirements listed in the Web Commerce section of this document.
No products or goods purchased from or produced by NOOMA shall be resold by or through any on-line auction or online store (such as eBay, Amazon or other similar sites) without the express, written authority of NOOMA. If the Retailer is planning to sell products produced by NOOMA in an online marketplace/store, it must be owned or operated by the entity applying for a Wholesale Account and listed on the Wholesale Application to be approved by NOOMA. Additionally, if the Retailer plans to sell NOOMA products online the products shall only be sold at or above the highest cost for a 12-pack case listen on drinknooma.com. Selling NOOMA products online for less than this price will result in the immediate termination of wholesale status of the Retailer.
NOOMA will make every attempt to accommodate free sample requests for interested businesses. Free Samples will be sent to potential wholesale accounts at the sole discretion of NOOMA. Sample recipient must prove they are a legitimate business prior to shipment of samples. Due to fluctuations in inventory, certain sample items may be substituted at the sole discretion of NOOMA. To request a Free Sample Pack please contact us at firstname.lastname@example.org.
CHANGES TO PRICING AND PRODUCTS
Prices and products are subject to change without notice. All merchandise will be shipped/delivered at the prices in effect at the time of order. NOOMA reserves the right, at its sole discretion, to change ingredients, packaging and included documentation. All orders are subject to availability.
PRODUCT SHELF LIFE
All NOOMA products have a shelf life of 600 days from the date of manufacture. Please do not sell NOOMA products after the “Best By” date on the package.
SHIPPING ERRORS AND RETURNS
Order errors must be brought to NOOMA’s Wholesale Customer Service attention within fourteen (14) business days of receipt of shipment. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects within the first thirty (30) days, we will work with you to find a resolution.
Perishable or consumable items, such as NOOMA cannot be returned unless it is damaged or wrongly shipped. Due to the nature of such product, we cannot resell or refurbish the product for resale, and therefore cannot accept returns for non-damaged items. We do this to prevent tampering of our product and protect the end-user.
NOOMA shall not be liable for defects resulting from goods being stored or used where unsuitable environmental conditions prevail or which have been subject to abnormal degrees of temperature, humidity, light, strain or other treatment.
Any Retailer who wishes to distribute NOOMA goods and products to any entity for resale must require their customer to strictly adhere to these same Wholesale Account guidelines as set forth in this Wholesale Agreement. Any Wholesale Account who does not enforce these guidelines with their own resale customers will be subject to termination of this agreement.
If you are interested in placing orders online via our website, you are able. You must submit the online application and provide NOOMA with an email address you would like used as your sign in. An account will be created and a password will be provided. You will be prompted to change the password upon first login. You must pay for your order upfront and shipping may be charged dependent on the terms agreed upon by both parties.
Retailer agrees that NOOMA makes no warranty, express or implied, as to the merchantability of NOOMA products. The Retailer also agrees that NOOMA is not liable for any misuse or misrepresentations of the goods by the Retailer or the final retail purchaser or consumer, and indemnifies NOOMA for any legal actions that emanate from such actions.
NOOMA is not liable or responsible for suitability of our products for a particular application, merchantability, or any injury, loss or damage, direct or consequential, arising out of the use or inability to use the products. Retailer and its customers assume all risk, responsibility and liability for use of NOOMA products.
PRODUCT IMAGES, COPYRIGHTS AND BRAND ASSETS
NOOMA will make available images and brand assets that you might require for your print and online presence by request. Any imagery you provide yourself must be approved prior to use. If you are interested in using material from NOOMA’s website, social media, or other channels, please contact NOOMA before copying, reproducing, republishing, uploading, posting, transmitting, or distributing these materials as these materials are copyrighted.
Wholesale prices and pricelists of NOOMA products are confidential, and for the use of the Retailers only. Publishing, revealing, or disseminating the wholesale pricing, flavors or ingredient listing of NOOMA product line outside of the business of the Retailer is strictly forbidden without prior written consent from NOOMA. Failure to preserve the confidentiality of NOOMA in its wholesale pricing, flavors, or ingredient listing will result in the immediate and permanent termination of wholesale status of the Retailer.
All flavors and recipes are property and copyright of NOOMA and are confidential. At no time now or in the future can a Retailer attempt to recreate and/or produce any NOOMA product recipes with similar ingredients or by a similar name. NOOMA reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date adjacent to the signature.
NON ACIDIC BEVERAGES LLC
BY: Matthew X. Shaver DATE: 6/2/20
NAME: MATTHEW X. SHAVER
TITLE: NATIONAL SALES MANAGER, WHOLESALE
ADDRESS: 23555 EUCLID AVE, BLDG 32, CLEVELAND, OHIO 44117