Terms and Conditions
Alternative Health Care (AHC) is a wholesale supplier and distributor of natural products, vitamins, minerals, and supplements (”Natural Products”); and
The SellNaturally Distributors (SND) has established an Internet based on-line Web site for the retail sale of Natural Products (the “SND Site”); and
SND desires to purchase Natural Products from AHC, and to have AHC warehouse, pick, package and arrange delivery of Natural Products purchased by customers on the SND Web site; and
AHC desires to sell Natural Products to SND and to warehouse, pick, package and arrange delivery of Natural Products ordered by customers of “SND (the “Orders”); and
THIS AGREEMENT STATES that the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AHC and SND (hereinafter referred to individually as “Party” and collectively as “Parties”), intending to be legally bound, covenant and agree as follows:
1. Definitions.
The following terms shall have the definitions as set forth below:
(a) “AHC Inventory” means those Natural Products distributed by AHC to be sold to SND consisting initially of approximately 14,000 shelf keeping units (”SKU”), currently purchased as inventory by AHC for its own account together with those additional line items which AHC adds to its inventory from time to time; and
(b) ”Delivery Point” means the staging area located at AHC’s Warehouse(s), the warehouse(s) where SND Inventory shall be delivered for warehousing and from where packaged and sealed goods, labeled and ready for shipment, are shipped.
(c)“Purchases” means the total cost of products shipped, less returns, rebates and credits applied to these items.
2. AHC Inventory.
(a) SND will send orders to AHC and AHC will fulfill the orders from its on-hand inventory.
(b) The price SND pays for items of AHC Inventory and their picking, packing, and fulfillment, shall be included in AHC’s wholesale prices, less any applicable volume rebates, but which shall not in any case, exceed the wholesale prices offered to other AHC customers of similar volume.
(c) AHC shall pass on published promotional discounts which are fully vendor supported and all manufacturer charge backs negotiated specifically on behalf of SND
(e) AHC will invoice SND by transaction and shall receive payment by charging SND ’s customers credit card as of each transaction.
(f) The price SND pays for items of AHC Inventory shall be a wholesale price in accordance with the AHC Price List.
(g) The sales of AHC inventory by SND shall be calculated on a monthly basis and these monthly sales volumes shall qualify for the discounts.
3. Product Orders.
Orders by customers of SND shall be automatically forwarded electronically by SND to AHC. Upon AHC’s receipt of confirmation of the Order from SND , the Order shall be processed according to the following procedure:
(a) AHC shall pick the items of the Order from AHC Inventory and/or SND Inventory as indicated by the Order.
(b) AHC shall, in accordance with reasonable procedures, pack the items of the Order in boxes and/or other appropriate packaging materials, and seal and label the package for shipment.
(c ) The cost of picking, packing and fulfillment of Orders shall be included in AHC’s product wholesale prices to SND .
(d) AHC will automatically bill SND’s customer for all products shipped and services rendered before releasing the shipment.
4. Shipping of Products.
(a) AHC shall pick the required Inventory for the Order, package the Order for shipment and ship the Order within 72 hours if AHC receives the Order before the daily cut-off of 11:00a.m. Central Time (the “Cut-Off”). If the Order is made after the Cut-Off this may cause delays.
(b) SND’s customer will be charged $6.99 per order for each order. This charge is for standard (ground) domestic delivery to the 48 contiguous states.
(c) Shipping costs above the standard charges outlined above will be as follows:
Guaranteed 3 Day Delivery (Three Day select): $12.00
Guaranteed 2 Day Delivery (Second Day Air): $20.00
Guaranteed 1 Day Delivery (Overnight Delivery): $29.99
Mexico, Canada, AK, HI APO & FPO Delivery : $19.99
International : $49.99
(d) AHC shall not be responsible for and shall be indemnified against shipping delays caused by the shipping carrier or for any damage, loss or liability created therein.
(e) All shipper/account/permit numbers shall be provided or obtained by AHC. AHC will, in its absolute discretion, pick the shipping carrier for each order fulfilled.
(f) Prior to shipping the Order, AHC shall pack the Natural Products carefully and in such a way as would under normal circumstances protect the Natrual Products and prevent damage to the Natural Products during shipping. In packaging the Natural Products for shipping, AHC shall use its best efforts to utilize environmentally friendly packaging materials.
(g) AHC is not responsible for any international duty, customs clearance, brokerage fees or taxes. If a shipment incurs any such charges the customer is responsible.
6. Customer Returns of Goods.
Inventory returned by consumers or end-users to SND must be returned to our warehouse shipping point at the expense of SND. Subject to AHC’s authorization, all Natural Products in AHC Inventory shall be returnable to AHC for credit to SND. Credits will be issued for product received in salable condition only. If and only if the manufacturer of a Natural Product in AHC Inventory does not permit AHC to return the Natural Product, AHC may withhold authorization to return the Natural Product from SND.
7. Commercially Reasonable Efforts.
For the Duration of this Agreement, AHC agrees to use commercially reasonable efforts to source products by which to fill SND orders, to pick orders, to pack and prepare orders for shipping and to ship and effect delivery of the order directly to customers of SND
(a) AHC will use commercially reasonable efforts to maintain a Fill Rate of 90% or better. Such Fill Rate shall not apply to manufacturer out-of-stocks
(b) Subject to claim verification, AHC will use commercially reasonable efforts to re-ship within 72 hours of notice by SND, any products classified as “BNR” (“Bill Not Received”), which includes, but not limited to, mis-picks, short shipments, damaged products received by customer, expired products received by customer, and products not delivered by shipper within reasonable time frame, (i.e. 7 days via USPS Priority Mail).
8. Database Catalogues.
Each month, AHC shall:
(a) Supply to SND an electronic catalogue containing up-to-date information consisting of AHC description, pack and size, upc code, and wholesale pricing of inventory.
(b) Provide SND with an up-to-date list of best selling inventory items upon request.
9. Examination of Records.
Upon not less than 72 hours notice, either Party may examine the records of the other Party regarding the performance of that Party under this Agreement on regular business days (Monday through Friday) and during regular business hours (8:00 A.M. – 5:00 P.M. local time), not to occur more frequently than once every 6 calendar months.
10. Risk of Loss and Insurance.
With regard to risk of loss and insurance requirements the Parties agree as follows:
(a) Each party shall be responsible for maintaining insurance on its own inventory, equipment, furniture, fixtures, supplies and other property.
(c) AHC shall carry general liability insurance (or equivalent form), including product liability coverage with minimum combined coverage limits of $1,000,000.
(d) AHC is a distributor, not a manufacturer, of products. AHC makes no representations or warranties whatsoever with respect to any products distributed hereunder, including without limitation any implied warranty of merchantability or fitness for a particular purpose. In the event SND is subject to a claim based in whole or in part upon any alleged defect in any product AHC’s sole obligation shall be to assign to SND any rights which AHC may have against such manufacturer. AHC shall not be liable for any incidental or consequential damages arising from any breach by AHC of any of its obligations under this Agreement.
11. Confidential Information.
The Parties hereto consider this Agreement and all of its terms and conditions to be confidential. Except as may have been, or shall be, authorized in writing, or as hereinafter mentioned, each of the Parties hereto shall keep confidential and shall not use otherwise than in the performance of this Agreement and shall take all reasonable steps to insure that its employees keep confidential and not use, any and all information supplied to them or which they have learned during the negotiations leading to this Agreement or learned hereafter concerning the business of the other. In particular, all information concerning customers of TCL is confidential and shall not be used without the prior consent in writing by TCL All obligations of confidentiality contained in this Agreement shall survive the termination of this Agreement and for three (3) years after any termination of this Agreement. Nothing herein shall preclude disclosure to the extent that the disclosure is required to be made under statutory laws or regulations in force and applicable to the Party, or pursuant to a subpoena; provided, however, the Party required to disclose any such confidential information shall immediately, upon receipt of a subpoena, notice, demand or order to produce the information, and prior to complying with the subpoena, notice, demand, or order, notify the other Party of said subpoena, notice, demand or order and at the request of the other Party, contest or join with the other Party in contesting the propriety and/or authority of disclosing the information. Each Party shall bear its own costs of complying with the provisions of this paragraph.
12. Duration of this Agreement.
(a) This Agreement shall commence on the date last executed (the “Execution Date”) and shall terminate at the end of one (1) years from the Execution Date unless extended in writing by the Parties no later than 30 days before the termination of this Agreement.
(b) This Agreement maybe terminated by either party with 90 days written notification.
(c) AHC may terminate this Agreement if SND fails to pay any amount when due.
(d) Either party may terminate this Agreement if the other party breaches any obligation hereunder (except as described in subsection (c) above) and such failure continues for a period of thirty (30) days after notice from the non-breaching party.
13. Independent Parties; Taxes;
The Parties each agree and acknowledge that this Agreement does not constitute a joint venture or partnership. This Agreement has been reached through arms length negotiations and is an independent dropshipment services contract in which AHC acts inter alia as a wholesale supplier of AHC Inventory and wholesale distributor of SND Inventory. The Parties agree and acknowledge that all sales made by AHC to SND are made at wholesale and that AHC is not, and shall not be, responsible for collection or payment of any sales taxes to any state, or other governmental entity.
14. Entire Agreement and Schedules.
The Parties agree that this Agreement and its Schedules constitute the complete and exclusive statement of the terms and conditions between AHC and SND covering the performance hereof and cannot be altered, amended or modified except in writing executed by an authorized representative of each Party. Each party further agrees that any terms and conditions of any purchase order, confirmation or other instrument issued by either party in connection with this Agreement which are in addition or inconsistent with the terms and conditions of this Agreement shall not be binding on the other party and shall not apply to this Agreement.
15. Good Faith.
The Parties acknowledge to one another that each respectively intends to perform its obligations as specified in this Agreement in good faith.
16. Parties to Act Reasonably.
The Parties agree to act reasonably in exercising any discretion, judgment, approval or extension of time that may be required to affect the purpose and intent of this Agreement. Whenever the approval or consent of a Party is required under this Agreement, such consent shall not be unreasonably withheld or delayed.
17. Currency.
All dollar amounts appearing in this Agreement shall be in US currency.
19. Assignability.
This Agreement and the rights and obligations hereunder may not be assigned by either Party without the prior written consent of the other Party.
19. Force Majeure.
Excluding any obligation to pay money the Parties shall be excused for failure to perform under this Agreement where such failure results from circumstances beyond the affected Party’s control including, without limitation, such circumstances as fire, storm, flood, earthquake, strikes, work stoppages or slow downs, delay or failure of transportation or supplies, acts of the public enemy, acts of God or acts, regulations, priorities or actions of the United States or Canada, or any local government or agents or instrumentalities thereof, internet outage, communications or power failures.
20. Notices.
Unless otherwise provided in this Agreement, any notice required under this Agreement shall be in writing and shall be deemed effected if delivered personally, or if transmitted by facsimile with an original signed copy delivered personally within twenty-four hours thereafter, or if mailed as of the date received by prepaid registered post addressed to SND or AHC at their respective addresses set forth below or at such other address as is specified by notice.
To AHC:
Alternative Health Care,
2413 w Algonquin Rd, Algonquin, IL 60102
Attention: SellNaturally
Phone: (815) 873-6700
Fax:(847) 620-2560
21. Governing Law.
The validity, interpretation and enforcement of the Agreement shall be governed by the laws of the State of Illinois, without resort to its rules regarding conflicts of laws. In the event of any dispute with respect to any provision of the Agreement or the application of any such provision to any person or agreement, the parties hereby agree that the courts of the State of Illinois and of any Federal court located in the State of Illinois shall have jurisdiction to resolve the dispute, and that both parties shall resort to such courts for resolution of the dispute. The parties hereby acknowledge that service of process by certified mail, return receipt requested, shall be deemed to be proper service of process.