VENDOR DIRECT TO CUSTOMER AGREEMENT

Last updated: April 04, 2021

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the www.zendrop.com website (the “Service”) operated by Consumer Products Innovations (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

Product Images

Vendor agrees to provide Zendrop with three or more high quality images of each Product selected by Zendrop for use on the Site and in Zendrop marketing materials. Vendor represents and warrants that (i) it has the right to give Zendrop any such images for use and (ii) Zendrop has the right to use such images in accordance with the terms of this Agreement.

Marketing

Zendrop may market and advertise Product supplied by Vendor on the Site, in print materials, available e-media and/or through any other marketing and advertising channel as Zendrop deems appropriate in its sole and absolute discretion. Zendrop shall not be obligated to include any Products on the Site. Zendrop shall determine in its sole discretion the placement of any Product on the Site and shall have the right to approve any description of the Product proposed by Vendor. To the extent that there are any advertising claims contained in any materials provided by Vendor regarding any Product, Vendor represents and warrants that all such claims are true, correct and complete, and that Vendor has substantiation for such claims. Vendor shall provide proper substantiation immediately upon request. Zendrop reserves the right to cease marketing any Product and/or to remove any Product from the Site at any time without notice.

Pricing

Vendor acknowledges and agrees that Zendrop has the authority to set the retail selling price of Product selected hereunder, and has the right, in its sole and absolute discretion, to raise or lower such retail selling price at any time during the term of this Agreement. Vendor may sell the Products at any price, subject to the minimum advertised price, MAP pricing. In order to promote the development of a market for the products while protecting and maintaining the image and integrity of the products, Zendrop agrees to comply with the MAP Policy in the event the Vendor requires MAP pricing.

Product Packaging and Labeling

All packaging must meet at least the minimum packaging standards of Zendrop, as communicated to Vendor, and is subject to Zendrop’s written approval; and Once packaging has been approved by Zendrop, there shall not be any changes in packaging without Zendrop’s written consent.

Payment Terms

Vendor authorizes Zendrop to satisfy its payment obligations hereunder by Automated Clearing House (“ACH”), wire transfer, or similar electronic payment method as determined by Zendrop. Any and all payments will be disbursed on a weekly basis and will be disbursed on Fridays unless notified by Zendrop. Said payments will be subject to a seven (7) business day holding period, which will begin the day after Vendor provides Zendrop with a shipment tracking number for the associated order.

Vendor agrees to pay Zendrop a ten percent (10%) processing fee for any and all Vendor payouts unless Vendor and Zendrop formally agree to an alternative processing fee in writing. Vendor shall bear fees and other charges assessed by designated banks and any third-party service provider(s) (each, a “Third Party ACH Service Provider”).

Sales Taxes

The price Vendor charges to Zendrop for any Products purchased from Vendor by Zendrop shall include all applicable federal, state and local taxes in effect on the date of such purchase; provided, however, that no sales, use, gross receipts or similar indirect taxes imposed by any tax authority shall be included in the price of any products purchased hereunder for intended resale. Zendrop will be responsible for collecting and/or remitting U.S., state and local sales and use taxes on sales of Products to customers in those jurisdictions where Zendrop has determined that it is required to do so under applicable law (“Zendrop Sales and Use Taxes”).

Customer Service

Any customer inquiries received by Vendor shall be forwarded immediately to Zendrop via electronic mail at [email protected] Vendor shall not contact any customer directly unless expressly asked to do so in writing by Zendrop. Vendor shall provide primary and secondary personnel to assist Zendrop with customer service related issues as requested from time to time.

Indemnification

Vendor agrees to indemnify and hold harmless Zendrop and its subsidiaries, affiliates, officers, directors, employees and shareholders (“Zendrop”) from and against all claims, liability, loss, cost and expense (including injury or damage to person or property, reasonable attorney fees and expert witness fees) (“Claims”) incurred or sustained by Zendrop or a third party as a result of: (i) any breach by Vendor of the representations, warranties or other terms and conditions set forth in this purchase order; (ii) any injury sustained by an employee of Vendor or one of its contractors or agents while on a Zendrop site; (iii) any act or omission by Vendor or its contractors or agents or any of their employees including, without limitation, in delivery of the product or services; (iv) any Claim by a third party that the products or the services of Vendor infringe a patent, trademark, trade dress, trade secret or other intellectual property right of a third party; (v) any failure of the Vendor to timely deliver its products and/or timely perform its services; (vi) any seizure, detention or destruction of products by or as requested by a governmental authority; and (vi) any property damage and/or personal injury arising from the handling or use of the products. 

You shall indemnify and hold Zendrop harmless from any and all losses, damages, liabilities, costs, and expenses (including, reasonable attorneys’ fees) arising from: a claim brought by any third party that Zendrop manufacturing or supply of the Product infringes any patent, utility model, design, copyright, trademark or other intellectual property rights of such third party, or a claim brought by any third party against Zendrop for any loss, damage, cost, expense or liability arising from defects in the Product.

Limitation Of Liability

In no event shall Zendrop, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from any course of action by Vendor with Zendrop.

Entire Agreement

The failure of us to exercise or enforce any right or provision of these terms of the Vendor Direct to Customer Agreement shall not constitute a waiver of such right or provision.

These terms and any policies or operating rules posted by us on this site constitute the entire agreement and understanding between you and us and govern your use of the Agreement, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Vendor Direct to Customer Agreement.