This Agreement is made and entered into between the Distributor, hereinafter referred to as ‘Company,’ and Bittylab, LLC, hereinafter referred to as ‘Bittylab’.
Now, therefore, in consideration of the mutual promises herein set forth, the parties agree to the following:
The selling of any of Bittylab products on websites like Amazon.com, eBay, discount, and other aggregator sites, is strictly prohibited. Bittylab, in its sole discretion, reserves the right to discontinue doing business with any Company (domestically or internationally) that lists or sells, it’s believed to list and/or sell Bittylab’s product(s) on such websites.
All item prices are FOB Bittylab’s warehouse(s). Company must provide prepaid shipping labels from USPS, UPS or FedEx. Pick-ups must be completed within 2 business days of placing the order or the order will be canceled. A restocking fee of 5% will be deducted from the refund. The Company, as the sender, is fully responsible for accurate address, addressee information as well as tracking shipment with the selected carrier. Bittylab will prepare the shipments and mail them utilizing the provided shipping labels. Company will be notified by email when shipped. Bittylab is not responsible for tracking numbers, stolen product,s or damages during transit or at any other time/place after the order is in transit. We suggest the Company insure all shipments with the designated carrier. It is the Company’s responsibility to make sure the shipping service used is reliable and has tracking information.
Orders must be paid in full before shipping. Orders above $1,000 USD will be paid via wire transfer to the account provided by Bittylab. Any other arrangements must be requested in writing and negotiated directly with officials of Bittylab.
BACK ORDERED OR OUT OF STOCK ITEMS
If an item is back ordered, Bittylab will notify the Company promptly via email. At that time, The Company can choose to wait for the item, replace the item with another or remove that item from the order. Bittylab will ship partial orders first and back ordered items when they become available.
Due to the sensitivity of the product, Bittylab does not accept returns of any kind. All sales are final. If Company, retailer or end customer has a problem, contact our award-winning customer support team available Monday thru Friday 9am – 5pm EST at firstname.lastname@example.org, (646) 389-9496. Bittylab offers a 90-day manufacturer warranty on defective parts. Proof of purchase is required for the replacement of any defective parts under warranty.
Bittylab is not responsible for any expenses associated with the business of the Company including but not limited to import/export tariff, permits, software, logistics, fines, marketing and promotion or managerial and sales force.
Bittylab Minimum Advertised Price (MAP) Policy
Bittylab, in its sole discretion, reserves the right to discontinue doing business with any Company (domestically or internationally) that advertises any product(s) covered by this MAP Policy at a price lower than the MAP as SMRP.
This policy applies to all products listed for sale on Bittylab’s website at https://www.bittylab.com/shop. Bittylab may in its sole discretion modify these products, add more products or discontinue products from time to time. The MAP Policy applies to advertised prices offered for sale by the Company.
The MAP Policy applies to all advertisements of MAP Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, as well as Internet sites, social media sites, apps, or any other electronic media. The MAP Policy does not apply to solely on-premise or in-store advertising that is not distributed to customers. Website features such as “click for price”, automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, and automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by the retailer (rather than by the customer) and thereby constitute “advertising” under this MAP Policy.
It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price”, or to use similar language, specifically with respect to Bittylab Products, so long as no price is listed.
This MAP Policy also applies to any activity which Bittylab determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.
Has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the Company does not include any advertised price below MAP and otherwise complies with this MAP Policy.
From time to time, Bittylab may permit Company to advertise MAP Products at prices lower than the MAP retail price. In such events, Bittylab reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all Companies of such changes.
From time to time Bittylab may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that: the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; an asterisk is placed next to the net price after manufacturer’s rebate; and “*after manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.
“Bundling” Bittylab products with other brands for sale together is prohibited unless a prior written agreement by both parties (Bittylab and Company) is in place.
Rebate programs from Bittylab and manufacturer coupons on MAP Products are exempt from this policy.
If a Company violates this MAP Policy at any of their retail location, or on any associated website, then Bittylab will consider this to be a violation by the Company.
Bittylab reserves the right to cancel any pending orders, restrict future orders, or suspend Company’s account if Bittylab reasonably believes:
1. a Company has violated the provisions of this policy; or
2. a Company intends to violate this policy.
3. Bittylab’s MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy has occurred, as well as determining appropriate sanctions.
Waivers to this MAP Policy may be granted in Bittylab’s sole discretion by Bittylab in writing. In the event that Bittylab authorizes a waiver to the MAP Policy, Company must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy.
Bittylab monitors the advertised prices of Companies, either directly or via the use of 3rd party agencies or tools. Companies are expected to provide reasonable cooperation in any Bittylab investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Bittylab MAP Policy investigation is a violation of this MAP Policy.
The MAP Policy will be enforced by Bittylab in its sole discretion and without notice. Company has no right to enforce the MAP Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship. All questions related to this MAP Policy should be directed to: email@example.com
For the purposes of this Agreement. ‘Confidential Information’ shall mean information received by Company or Company’s employees or agents that are not generally known in the industry in which Bittylab is or may become engaged, or which would logically be considered confidential and/or ‘Proprietary’ about Bittylab and its products, including information relating to or derived from the data received through the vendor portal systems and the applications, research, development, plans, and processes related to those systems.
For a period of three years from the date of the last service to Bittylab, all confidential information shall remain in confidence by Company and Company’s employees and agents and shall not be disclosed to or through any third party, and shall be protected with the same degree of care as Company normally uses in the protection of its own confidential and proprietary information. Company further agrees not to use confidential and/or proprietary information received from Bittylab for any purpose, except as is necessary for the purpose of fulfilling Company’s business agreements with Bittylab.
The restrictions herein shall not apply with respect to confidential information which:
a. is already available to the public;
b. becomes available to the public through no fault of Company, Company’s employees or agents;
c. is already known to Company as shown by written records in Company’s possession at the time that the confidential information was received from Bittylab, or nothing in this Agreement shall alter the prior confidentiality obligations of Bittylab and Company.
Nothing in this Agreement shall be construed to grant Company a license to any Confidential Information disclosed or to any patents, patent applications or copyrights derived from the Confidential Information disclosed. Company specifically agrees and understands that all products or any of the ideas and expressions related to Bittylab and all physical embodiments thereof and material developed in relation thereto by Bittylab pursuant to the Agreement between the parties for Company to provide services to Bittylab are and shall remain the property of Bittylab. Software developed independently by Company for its own internal use in processing and integrating data received through the vendor portal shall become and remain the property of Company. Such software shall remain confidential under the terms of this Agreement.
This Agreement shall become effective as of the date of purchase, and shall continue in effect for so long as Company and Bittylab are engaged in a business relationship and shall automatically terminate at the conclusion of such relationship, provided, however, that termination of this Agreement shall not relieve Company of any of the obligations set forth in Paragraph 2 of “Confidentiality Agreement” with respect to Confidential Information. All such obligations shall continue until the expiration of the period set forth in Paragraph 2 of “Confidentiality Agreement”. Bittylab has the absolute right to revoke and terminate this Agreement at any time, without cause, by giving 30 days written notice. Either party may terminate this Agreement immediately in the case of a breach of one or more of the promises or terms contained herein.
Upon the termination or expiration of this Agreement, Company and Bittylab retain the right to request the return of all papers, programs, materials, documents, and other properties of the other held by each during the term of this Agreement.
The parties mutually acknowledge and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the internal law of New York regarding conflict of laws. The parties mutually consent and submit to the jurisdiction of the federal and/or state courts of New York, New York, and any action or suit concerning this Agreement or related matters shall only be brought by the parties in federal or state court with appropriate subject matter jurisdiction in New York, New York. The parties mutually acknowledge and agree that they shall not raise in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of the forum, or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. The parties acknowledge that they have read and understood this clause and agree willingly to its terms.
Company acknowledges that the use or disclosure of the Confidential/Proprietary Information in a manner inconsistent with the Agreement will cause Bittylab irreparable harm and that Bittylab will have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure and to such damages, as are occasioned by such unauthorized use or disclosure.
The titles used herein are for the convenience only and shall not be considered in construing or interpreting any of the provisions of this Agreement.
Bittylab makes no warranties and Company receives no warranties, express or implied, and there are expressly excluded all warranties of merchantability and fitness for a particular purpose. Bittylab shall have no liability with respect to its obligations under this agreement for direct, actual, consequential, exemplary, or incidental damages arising out of contract, negligence, or strict liability in tort or warranty even if it has been advised of the possibility of such damages.
In the event any taxing agency, federal, state, or local, imposes a tax upon the electronic data transmitted by the use of the vendor portal, then the payment for said taxes shall be the sole responsibility of Company.
COMPANY’S DUTIES AND LIMITATION OF LIABILITY
Company will be responsible to terminate a password in the event of an employee of Company with vendor portal access leaving Company’s employ, or in the event of a breach or potential breach of vendor portal access and/or confidentiality. Company will also notify Bittylab immediately in those instances. Company voluntarily enters into this license and willingly agrees to assume all risks involving a breach of vendor portal accessibility and/or confidentiality. Company will be responsible for maintaining site contact information within the vendor portal system as required by Bittylab. This will include, but not be limited to, the name, address, phone number, E-mail address of the Company’s contact. Company will ensure that its employees will not share passwords with any other person, whether employees of Company or not.
(a) Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.
(b) No action, regardless of form, arising out of this Agreement may be brought by Company more than one year after the cause of action has arisen.
(c) The Company may not assign or sub-license, without the prior written consent of Bittylab, its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part.
(d) The waiver or failure of Bittylab to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.