THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS GOVERNING YOUR (Dealer's) PURCHASE, MARKETING AND RESALE OF MISSION BELT CO. ('MBCo') PRODUCTS. PARTICIPATION IN OUR AUTHORIZED RESELLER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT SUBMIT YOUR APPLICATION.
Ordering: All orders are subject to MBCo’s then-current Standard Terms and Conditions, and no contrary or additional terms or conditions contained in Dealer’s purchase order will apply. No order will be binding by MBCo until accepted in writing via email. Unless otherwise agreed, prices will be based on MBCo’s then-current reseller price list. Any MBCo programs that may make available to Dealer special discounts, rebates, or promotional allowances will be subject to compliance with all requirements of such program.
Terms: Standard billing terms are net 30 days, COD, or prepaid. All freight charges are FOB Provo, UT. Any earned discounts apply to merchandise only, not freight. Prior to credit approval, all orders will be shipped only prepaid. ZJH Holdings LLC, dba Mission Belt Co. (“MBCo”), reserves the right to adjust its pricing from time to time without notification.
Purchases: MBCo requires a minimum order in the amount of $250 (wholesale value). Dealer will not purchase MBCo products from anyone other than MBCo or an Authorized MBCo Dealer.
Price Floor: Dealer will not market or sell MBCo products at prices below the Price Floor established by MBCo from time to time and identified on the then current reseller price list.
Past Due Accounts: MBCo reserves the right to hold all shipments on overdue accounts and/or to ship only COD or prepaid. A finance charge of 1.5% per month will be charged on any past due balances. All payments received by MBCo will be first applied to any unpaid interest charges and then chronologically applied to the oldest invoice. Dealer agrees to pay all costs of collection, suit and enforcement, including attorney’s fees and expenses, incurred by MBCo for the collection of any amounts due MBCo by Dealer, at trial and any appellate level. The right to such collection costs, fees and expenses shall be deemed to have accrued from the commencement of any such activities and shall be enforceable whether or not such action is filed or prosecuted to judgment.
Online Sales: Any online sales of MBCo products must first be approved by MBCo in writing.
Online Advertising and Marketing: Wholesalers are not authorized to run Pay Per Click (PPC) campaigns online that target “Mission Belt” or “Mission Belt Co” explicitly.
Returns Policy: Goods may not be returned without MBCo’s prior written authorization. All such goods must be in their original, new condition. All returned packages must include a copy of the original invoice or packing slip. MBCo may, at its option, elect to repair such merchandise or replace it with an equivalent, rather than issuing a credit. Dealers should be aware of this when discussing returns with customers. Dealer may not make any deductions of any kind from any payments due MBCo unless Dealer shall have received written authorization from MBCo to do so.
Termination: Either party may terminate this relationship at any time, with or without cause. In addition, either party may terminate this relationship, and any outstanding purchase orders immediately, if the other party breaches any of these terms or conditions. Each party acknowledges that this Agreement has no minimum term, and neither party will be liable to the other because of termination as provided above for compensation, reimbursement, or damages of any kind resulting from such termination.
Applicable Law; Controversies: All rights and obligations of MBCo and Dealer with respect to their commercial relations shall be governed by and construed in accordance with the laws of the State of Utah. All questions or controversies arising out of or in any way relating to any order, these Terms and Conditions or any other aspect of the commercial relationship between MBCo and Dealer shall be submitted to the United States District Court for the District of Utah or, in the event that District Court is without subject matter jurisdiction, to the courts of the State of Utah having subject matter jurisdiction, and the parties submit themselves to the personal jurisdiction of such District Court or Utah State Court, as the case may be, and any service of a summons, process or other paper in connection with such proceedings may be made by giving notice as provided herein. The rights and remedies herein are cumulative and not exclusive of other rights and remedies which may be granted or provided by law,and nothing herein contained shall be construed to preclude or in any way prohibit MBCo from instituting and otherwise prosecuting to judgment a lawsuit in any court of competent jurisdiction to effect the collection of any sums due it or to enforce any right or remedy arising hereunder or otherwise.
Variation: These terms and conditions are subject to change and can be modified at anytime without notice.
Investigation: MBCo, or any credit bureau or other investigative agency engaged by MBCo, is authorized to investigate any reference or information listed in this application or statements or other data obtained from Dealer or any other person pertaining to the Dealer’s credit and financial responsibility.
Claims Period: No claim, action, or demand may be brought by the dealer more than three months after date of invoice. The Dealer will pay all costs, including reasonable attorney fees and court costs, incurred in any collection proceeding that was initiated as a result of the Dealer's default on a payment to MBCo, or in connection with the enforcement of any other term of this Agreement whether or not suit is filed. By agreeing to these terms, chargebacks or claims that result in a charge to MBCo for any reason will NOT be accepted at any time.
Limitation of Liability: ZJH HOLDINGS LLC, DBA MISSION BELT CO. (MBCO), WILL NOT BE LIABLE FOR ANY LOST PROFITS, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE TYPE OF CLAIM (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR DEALER’S PURCHASE AND RESALE OF MBCO PRODUCTS. MBCO’S AGGREGATE LIABILITY IS IN ALL EVENTS LIMITED TO THE AMOUNTS PAID BY DEALER IN THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE, WHETHER THE CLAIM ARISES UNDER CONTRACT, STATUTE, OR COMMON LAW.
Confidentiality: During and for a period of one (1) year following the expiration or termination of this Agreement, Dealer will treat as confidential and not reveal to any third party any MBCo Confidential Information. “Confidential Information” means any and all confidential and proprietary information of MBCo's current or proposed business, past, present or future products or services, marketing and business plans and strategies, supplier and client lists, employee information, computer software and database technologies, whether such information is in oral, written, graphic, or electronic form, and regardless of whether such information is labeled as confidential by MBCo. Information will not be considered Confidential Information if (i) it becomes publicly known other than by a breach of this Agreement; (ii) Dealer rightfully receives such information from a third party that is not in breach of any obligation of confidentiality; or (iii) the information was rightfully known to Dealer recipient at the time of disclosure as verified by its written records. Upon termination or expiration of this Agreement and upon request, Dealer will return all copies of MBCo’s Confidential Information.
Authorization: The person signing this Application represents and warrants that the information provided by or about the Dealer is true, correct and complete and that the person signing this Application is authorized to do so on behalf of Dealer. Dealer also represents and warrants that the information submitted does not omit any material facts regarding Dealer’s financial condition, results of operations, or prospects. Dealer accepts and agrees to pay MBCo’s charges for products sold and delivered in accordance with the foregoing terms and conditions.