Legal Drop Shipping Agreement

LEGAL DROP SHIPPING AGREEMENT

This Drop Shipping Agreement (the "Agreement") is entered into as of Effective Date: by and between Supplier: with principal place of business at and Reseller: with principal place of business at .

RECITALS

WHEREAS, Supplier is engaged in the manufacture, distribution and sale of the products described in Schedule A and possesses the capacity to accept and fulfill orders sent directly by Reseller for shipment to Reseller's customers; and

WHEREAS, Reseller desires to market and sell Supplier's products to end customers and to have Supplier fulfill orders on Reseller's behalf pursuant to the terms of this Agreement; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to ordering, payment, shipping, returns, intellectual property and related matters.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the goods listed in Products Description below and in any subsequently agreed Schedule A. Products Description:

1.2 "Territory" means the geographic area in which Reseller is authorized to solicit orders:

2. APPOINTMENT; SCOPE

2.1 Appointment. Supplier appoints Reseller on a non-exclusive basis to market and accept orders for Products in the Territory, and Supplier agrees to accept orders from Reseller and to ship Products directly to Reseller's customers in accordance with this Agreement.

2.2 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise or agency relationship for purposes other than performing the obligations expressly set forth herein.

3. ORDERS AND ORDER PROCESSING

3.1 Order Placement. Reseller shall submit orders by electronic transmission or other method agreed in writing. Each order shall specify product SKU, quantity, shipping address, and requested ship date.

3.2 Order Acceptance and Acknowledgement. Supplier shall acknowledge receipt of each order within business days and shall have the right to reject orders for lack of inventory, credit concerns, or noncompliance with these terms.

4. SHIPPING; TITLE; RISK OF LOSS

4.1 Shipping. Supplier will ship Products directly to Reseller's customers using commercially reasonable packaging and carriers. Supplier shall provide tracking numbers and carrier information to Reseller for each shipment.

4.2 Title and Risk. Title to and risk of loss for Products shall pass to Reseller's customer upon delivery to the carrier at Supplier's shipping point unless otherwise agreed in writing. Notwithstanding passage of title, Supplier will comply with Reseller's packaging and labeling instructions so long as such instructions do not violate law.

4.3 Shipping Costs. Shipping costs shall be borne by Supplier   Reseller as selected and further specified in payment terms.

5. PRICING AND PAYMENT

5.1 Pricing. Supplier shall sell Products to Reseller at the agreed wholesale prices or pursuant to a commission structure. Wholesale Price or Commission:

5.2 Payment Terms. Reseller shall pay Supplier within days from Supplier's invoice. Late payments will accrue interest at a rate of 1.5% per month or the maximum permitted by law, whichever is less.

5.3 Taxes. Reseller shall be responsible for sales, use or other taxes imposed on retail sales unless Supplier is provided a valid tax exemption certificate.

6. RETURNS, CANCELLATIONS AND WARRANTY

6.1 Returns and Cancellations. Returns by end customers are subject to Supplier's return policies as communicated to Reseller. Restocking Fee (if any): %.

6.2 Warranty. Supplier warrants that Products will conform to published specifications and be free from material defects for the shorter of ninety (90) days or the manufacturer's standard warranty period. Supplier's sole obligation under this warranty shall be repair or replacement of defective Products or refund of the purchase price at Supplier's option.

7. INTELLECTUAL PROPERTY

7.1 License. Supplier grants Reseller a limited, non-exclusive, non-transferable license to use Supplier's trademarks and product images solely to market the Products consistent with Supplier's brand guidelines. Use beyond marketing to end customers is prohibited unless separately agreed.

7.2 Infringement Claims. Each party shall promptly notify the other of any claim alleging that the use or sale of Products infringes third-party intellectual property rights. Supplier shall defend and indemnify Reseller against any such claim to the extent based on Supplier's product designs.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party agrees to keep confidential all non-public information marked or identified as confidential, including pricing, customer lists, and technical information, and shall not disclose such information except as required by law or as necessary to perform under this Agreement.

8.2 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 Mutual Representations. Each party represents that it has full corporate power and authority to enter into this Agreement and perform its obligations.

9.2 Reseller Covenants. Reseller shall market Products in a lawful manner, shall not make false claims regarding Products, and shall not alter manufacturer labels or warnings.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other (the "Indemnitee") from and against third-party claims arising out of (a) Indemnitor's breach of its representations or obligations, or (b) Indemnitor's negligence or willful misconduct.

10.2 Limitation. Except for indemnification claims for bodily injury or willful misconduct, neither party's aggregate liability for claims arising under this Agreement shall exceed in the aggregate.

11. TERM AND TERMINATION

11.1 Term. The initial term of this Agreement shall be year(s) commencing on the Effective Date and shall automatically renew for successive one-year terms unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

12. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, war, governmental actions, or supply chain failures. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

13. NOTICES

Notices shall be sent to the following addresses (or such other address as a party designates in writing):

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with any attached schedules and order forms, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior proposals and agreements, whether written or oral.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The parties shall cooperate in good faith to carry out the purposes of this Agreement.

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