UnbeatableSale Supplier Terms and Conditions

 

Introduction

The UnbeatableSale Supplier Terms and Conditions (“Terms and Conditions”) are a contract between UnbeatableSale.com, Inc. (“we” or “us”) and Supplier (“you”). We offer these Terms and Conditions. By clicking “Accept,” on our portal, or by fulfilling any purchase order, you accept these Terms and Conditions. There is consideration for the Terms and Conditions, including the mutual covenants, agreements, promises, and opportunity to do business with one another, the receipt and sufficiency of which are hereby acknowledged by each party.

 

Representations

Your represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the State/country in which your business is located; (b) you have all requisite rights, power and authority to enter into this Agreement, perform your obligations and grant the rights, licenses and authorizations in this Agreement; (c) the product you sell will be safe and will comply with all relevant laws and regulations; (d) the product you sell and the product description you provide does not infringe in any way upon any intellectual property rights, patents, copyrights, trademarks, domain names, moral rights or trade secrets rights of others; and (e) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under this Agreement.

 

Purchase Orders

By accepting and fulfilling a purchase order that is submitted in any format, you agree to these terms and conditions for all past, present, and future Purchase Orders, and that the cost price that is shown on the Purchase Orders is the cost that we will be charged. You also agree to give us at least 60 days notice before any price changes will take place. Price changes must be accepted in writing or via email or we will not honor those changes. We reserve the right to return merchandize for 90 days with a return authorization or without RA if there is no response received after 3 requests for a return authorization.

 

Intellectual Property

With respect to any product or product information related to the products you sell which are covered by intellectual property rights (patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal), you specifically grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any such intellectual property related to product or product information provided to us, for promotion and sales involving you and for promotion and sales which do not involve you, without being required to pay you any compensation. This includes, without limitation, the right to: copy, distribute, transmit, publically display, reproduce, edit, translate and reformat such images, videos, descriptions, names or other information.

 

Indemnification

You release us and agree to indemnify, defend and hold harmless us, and our respective officers, directors, employees, representatives and agents against any claim, loss, damage, settlement, cost, expense or other liability, (including, without limitation, attorneys' fees) (each, a "Claim") (including, without limitation, Claims which may have arisen in the past) arising from or related to : (a) your actual or alleged breach of any obligations and/or representations in this Agreement; (b) your products (including their offer, sale, performance and fulfillment), any actual or alleged infringement of any intellectual property rights (patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing) by any of the foregoing, or any personal injury, death or property damage related thereto, and any alleged harmful exposure or failure to warn related to a carcinogen, toxin or chemical known to the state of California to cause cancer or birth defects or other reproductive harm; or (c) any act or omission by you. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense and you agree to reimburse us for such cost and expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

 

Disclaimer & General Release

UNBEATABLESALE’S SERVICE IS PROVIDED "AS-IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. BECAUSE UNBEATABLESALE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES UNBEATABLESALE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

 

Limitation of Liability

UNBEATABLESALE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF UNBEATABLESALE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, UNBEATABLESALE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS OF FEES UNBEATABLESALE EARNED IN THE PRIOR SIX MONTH PERIOD FROM ANY SERVICE PROVIDED TO YOU.

 

Insurance

You will maintain at your expense throughout commercial general, umbrella or excess liability insurance with the two million dollars ($2,000,000) per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming UnbeatableSale and its assignees as additional insured’s. At our request, you will provide to us certificates of insurance for the coverage.

 

Choice of Law

You agree that this Agreement and any dispute arising out of or related to this Agreement, shall be governed and construed in accordance with the laws of the state of New Jersey, without regard to its choice of law provisions. You further agree that proper venue for any claim or action arising under or related to this Agreement shall be laid in any state or district court in the state of New Jersey, and by entering into this Agreement you agree that you are subject to and will not contest the jurisdiction of said courts.

 

Supersedes Prior Agreements

These UnbeatableSale Supplier Terms and Conditions (“Terms and Conditions") supersede and replace all prior agreements, understandings, and terms and conditions, oral or written, between UnbeatableSale and Supplier.

 

Last updated on 12/12/2024