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 email@example.com.
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
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 DBA NOOMA
BY: Matthew X. Shaver DATE: 8/29/19
NAME: MATTHEW X. SHAVER
TITLE: NATIONAL SALES MANAGER, WHOLESALE
ADDRESS: 23555 EUCLID AVE, BLDG 32, CLEVELAND, OHIO 44117