Terms & Conditions of Sale of Speedo USA Inc. (herein referred to as “SPEEDO”)
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All SPEEDO products purchased by Company under this program are purchased solely and exclusively for Company’s resale to consumer end-users. Company shall not sell any SPEEDO products via Walmart.com or to another Company, retailer, distributor, wholesaler, or broker unless SPEEDO otherwise expressly authorizes doing so in writing. Company shall not sell any products via the internet unless SPEEDO expressly authorizes doing so in writing. If Company wishes to sell SPEEDO product via the internet, Company must first fill out SPEEDO’s Dealer Application located at https://speedousa.resellerregistration.com (“Dealer Registry”). In the event that SPEEDO approves Company’s Dealer Application, and prior to any such approved internet sales, Company must register their account (including email addresses and websites through which Company will sell) on the Dealer Registry.
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All SPEEDO products purchased by Company are purchased solely and exclusively for Company’s resale in the continental United States, Alaska and Hawaii (or other territories as authorized by SPEEDO in writing) and Company shall not sell any SPEEDO products outside of, or for export from, the continental United States (or other territory unless authorized by SPEEDO in writing).
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Company agrees and understands that any resale not permitted hereunder shall constitute a breach of these terms and conditions of sale (this “Agreement”) and shall permit SPEEDO to take any of the actions for a breach set forth herein and as otherwise available and permitted by law.
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Company agrees to sell SPEEDO products at prices consistent with the image, reputation, and quality of the brand.
General Order Conditions & Policies
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This Agreement contains the only terms which govern the sale of products by SPEEDO to Company and may be waived only by express written agreement between SPEEDO and Company.
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All terms and conditions contained in any accompanying SPEEDO invoice apply to this Agreement and the sale of any SPEEDO products hereunder. Payment of all invoiced sums shall be made in US Dollars (USD$).
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The terms of this Agreement prevail over any of Company’s general terms and conditions of purchase regardless whether or when Company has submitted its purchase order or such terms. Fulfillment of Company’s order by SPEEDO does not constitute acceptance of any of Company’s terms and conditions and does not serve to modify or amend this Agreement.
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No cancellations of shipments are allowed less than 45 days prior to the ship date unless authorized by SPEEDO in writing. Any unauthorized cancellation of shipments less than 45 days prior to the ship date will result in forfeiture of all discounts, payment terms, and booking bonuses for Company.
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Company agrees to SPEEDO preferred shipping, unless otherwise specified by SPEEDO, on a routing guide or otherwise.
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Dealer must receive SPEEDO’s approval prior to returning any products. All costs related to returns, including freight, shall be borne by Company. Any returns that are not defective (as defined below) will be subject to a 10% restocking fee at SPEEDO’s sole discretion.
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Company shall at all times comply with all laws applicable to this Agreement, Company, and the sale of the products.
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The Company acknowledges that it has read and understands the SPEEDO policies and ethical and other standards available at https://pentlandbrands.com/reports-and-resources/ and that it shall conduct its business in compliance with the standards set forth in such publications.
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All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of New York.
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Company shall keep confidential all information received from SPEEDO and shall use any such information solely for the purpose of performing its obligations hereunder and may not disclose any such information unless authorized to do so in writing by SPEEDO. Confidential information shall include, without limitation, all pricing, discounts, intellectual property, sales information, teams under sponsorship, designs, and rebates disclosed to Company.
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Company shall periodically update and replace any advertising and other promotional materials related to products sold by SPEEDO to Company hereunder. Any advertising and promotional materials provided to Company by SPEEDO are the property of SPEEDO, and Company will not alter, obscure, or remove any such advertising and promotional materials without SPEEDO’s prior written consent.
Terms and Conditions for Defective Products
The following products are covered by these terms and conditions for defective SPEEDO products:
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SPEEDO warrants that the above products purchased by Company will correspond in all material respects with SPEEDO’s specifications at the time of delivery and be free from defects in material and workmanship (the “Warranty”). Any such products that do not meet the Warranty shall be deemed “Defective.” EXCEPT AS OTHERWISE SET FORTH HEREIN, SPEEDO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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UNDER NO CIRCUMSTANCES WILL SPEEDO BE LIABLE TO COMPANY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, LOST PROFITS OR REVENUES OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY COMPANY OR COULD HAVE BEEN REASONABLY FORESEEN BY SPEEDO, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
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It is agreed that Company will handle all customer returns for Defective products and will dispose of Defective products returned by its customers. If requested by SPEEDO, Company shall return Defective products to SPEEDO for inspection. Company agrees that the remedy set forth in this paragraph is the sole remedy for Defective products and Company agrees that it shall not withhold, set off, or deduct payment of any amounts due and payable by reason of any claim or dispute with SPEEDO,
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The Warranty will apply to products only if (i) Company notifies SPEEDO of the defect within 90 days of the date of delivery, (ii) the defects are not due to normal wear and tear, and (iii) the price for the alleged Defective products has been paid.
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Company must receive SPEEDO’s written consent prior to returning any products.