Account Holder Agreement

I. Scope and Application of this Agreement. These terms of sale (the "Agreement") represent the contract between CP Designs, LLC (the "Company," "We" or "Us") and are for account holders authorized to purchase the Company's products (each an "Account Holder" or "You"). Your placement of an order with Us represents an Account Holder's knowledge and acceptance of this Agreement and the terms and conditions set forth herein. We do not accept conflicting or deviating terms offered by an Account Holder - even if We have prior knowledge of them - unless We have expressly given prior written acceptance of such terms. This Agreement shall also apply for all future transactions with each Account Holder, and may be unilaterally amended by the Company at any time. Each purchase of Our products by an Account Holder represents the Account Holder’s offer to purchase Our products, and the Account Holder’s knowledge and acceptance of any new or amended terms in this Agreement.
II. Account Holder Responsibilities and Warranties.
  1. Compliance with Regulations, Licenses, and Permits. Account Holder understands and agrees that in order to buy Company products wholesale with the intent to resell the products for profit You may be required by law to obtain one or more of the following: a business license, DBA, Incorporation, State Tax ID number, Federal Tax ID Number, Resale or Sellers Permit, Special permits or licenses, local permits or licenses, liability insurance, and or other permits and licenses specific to your city, county, state, region or country and You understand and agree that the Company is not responsible for Your failure to fully comply with all applicable city, state, county, and federal laws pertaining to owning or operating a retail business. You agree to hold the Company harmless from any liability, loss, claim and expense including attorney's fees related to Your failure to obtain proper required legal documentation or failure to abide by legal requirements.
  2. Sales Tax. Our pricing does not include sales, use, consumption, or excise taxes of any taxing authority. You are responsible for collecting such taxes, and you agree to indemnify us if we become required to pay any such taxes on your behalf on sales made by you. We reserve the right to suspend and/or cancel Your authorization as an Account Holder in the event you fail to pay any sales, use, consumption or excise taxes due and owing on sales of Our products made by You.
  3. False Statements and Substitution. You agree to represent the Company and our products in their best interest and agree to not to make false statements about products distributed by Us. You agree to use only known true statements about our products and agree to use only those terms and statements found within the marketing guidelines and materials provided by Us and those contained within Our website, . You agree not to falsely substitute alternative products for products offered by Us or falsely substitute Our products for products not offered by Us unless We have provided prior written approval of such substitution.
  4. Sales Activities. You are expressly prohibited from promoting, marketing, advertising, offering to sell, or selling any product on or through any online marketplace or auction service (e.g. Ebay, Amazon or similar websites and individually and collectively, "Auction Sites"), unless You have obtained express prior written consent from Us, which such consent by Us may be withdrawn at any time.
  5. Confidentiality. You acknowledge and agree that any information or data that You have acquired from or about Us, not otherwise properly in the public domain, was received in confidence. You agree not to divulge, communicate or disclose, except as may be required by law, or use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any confidential information of the Company, including any technical, trade or business secrets of the Company and any technical, trade or business materials that are treated by Us as confidential or proprietary, including, but not limited to, ideas, discoveries, developments and improvements belonging to the Company and confidential information obtained by or given to Us about or belonging to third parties.
III. Pricing, Minimum Orders and Terms of Delivery and Payment.
  1. Minimum Advertised Price Policy Generally. We are focused on maintaining sustainable margins for our Account Holders. In recognition of the investment in time and resources required for You to provide the level of customer service and product knowledge expected from end-user purchasers of Our products, We are committed to enforcing policies that allow our Account Holders to maintain sustainable margins through the sale of Our products. We have an established Minimum Advertised Price (MAP) Policy that each Account Holder must follow for the advertising and marketing of Our products. All Account Holders must agree to the terms and conditions of the following MAP Policy.
  2. Map Policy Guidelines.
    • Generally. Our guidelines for all of our products can be found by logging into Your account and clicking on MAP Pricing Guidelines. All advertised prices must be at or above MAP for all of Our products if a MAP price has been established by Us. You are not required to list prices in advertising. If a price is listed in an advertisement it must be at or above MAP. Other statements such as "call for price" or "call for quote" are acceptable and permitted.
    • Pricing on Internet Search Engines. You are also responsible for ensuring that Our product pricing is at or above MAP on internet search engines linking back to, or directing traffic to, You in any manner. You are free to set the actual resale price of any product as long as it is at or above MAP price given the most recent publication of the price list. Our MAP policy for all of Our products applies to advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons.
    • Discounted Pricing. From time to time, We may permit You to advertise MAP Products at prices lower than the MAP price. In such events, We reserve the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.
    • Pricing Statements. Our MAP Policy does allow You to omit pricing entirely from advertisements and/or advertisement statements such as "Call for Price" or "Call for Quote."
    • Free Offers Associated with Our Products. Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate Our MAP Policy.
    • Price Matching Policies. Price matching policies are acceptable. Price matching cannot be used as a valid reason for violations of Our MAP Policy. Advertised prices must always be at MAP or higher.
    • Failure to Comply with the MAP Policy. At Our sole discretion, Your failure to comply with this MAP Policy may result in the immediate loss of Your Account Holder status and Your ability to purchase all Our products.
  3. Minimum Orders. Our standard minimum order quantity ("MOQ") for each order received by Us from You is $250.00 plus shipping and handling. We reserve the right to authorize a deviation from the MOQ on orders placed by You in certain circumstances.
  4. Delivery. Our terms of delivery are F.O.B. our distribution facility ("Facility"). Title and risk of loss and/or damage to the products shall pass to You upon delivery of the product to the carrier at Our Facility. Our normal policy is to ship products in stock within __ days of receipt of Your order. We agree to contact you if any of Our products will not ship within __ days of Our receipt of your Order, provided, however, we reserve the right to refuse to ship products to You if Your account has been suspended or terminated or we have a commercially reasonable belief that suspension or termination of your account is pending.
  5. Payment. Unless You have received express, prior written agreement from Us, payments are due upon order.
  6. Returns and Refunds.
    • Non-Defective Returns. Within fifteen (15) days of purchase, You may return non-defective items to us, subject to a twenty-five percent (25%) restocking fee. All products returned must be neatly folded in the original packaging, including all items originally packaged with the product to be returned to receive a returned product credit.
    • Warehouse Clearance Products. Warehouse clearance products are sold "as is" and may not be returned for any reason, and no refunds are given on such products.
    • Defective Returns. Defective products must be reported within thirty (30) days of receipt by You. You may contact us by email to notify us of the defective products. To obtain a credit or refund for defective products, you must send us an electronically dated picture of the damaged or defective products. We will then instruct you as to whether We will ship the products (at our cost) back to our distribution center or simply cut the tags and dispose of the materials. We will then issue you a credit or refund at your request.
    • Missing or Damaged Products in Transit. You must inform us of missing or damaged in transit products within five (5) days of receipt by You of such products. You must contact us by email and send us a digital picture of the damaged products or the shipment with the missing products. Upon receipt of the information, We will issue a credit to Your account for such items.
    • Shipping Information. Returned products are sent to Our Distribution Center, located at:
      CP Designs
      1804 Production Drive
      Louisville, KY 40299

      We pay for shipping for all defective or damaged products, or if there is an error made by Us in processing or shipping Your order. When shipping products back to Us, please include the tracking number and keep a copy for your records. Our email for tracking purposes is
    • Refunds Generally. Refunds will issue for the purchase price plus any applicable taxes for the returned products. Shipping and handling charges are non-refundable. If any rebates are associated with the returned products, such rebates will be voided. For credit card or debit card transactions, we will issue a credit to that card. For refunds on products paid for by check, wire transfer or money order, an account credit will be given by Us to You for additional purchases. We DO NOT issue refund checks.
IV. Intellectual Property.
  1. Non-exclusive Right of Use. You are permitted to use any images, text or videos ("Materials") We provide to You while you are an Account Holder, under the following conditions. This non-exclusive right of use shall apply only as long as You use the Materials provided by Us exclusively for advertising Our products.
  2. Specific Uses Prohibited. The right of use does not authorize You to use the Materials for advertising Our products on Auction Sites. Our consent is required for any other distribution, copying or use of Materials.
  3. Sublicenses Prohibited. You are not permitted to grant sublicenses or subrights to use the Materials to any third party.
  4. Continuation of Rights. Our rights shall also remain fully effective after our Materials have been added to an electronic archive.
  5. Revocation. We reserve the right to revoke the non-exclusive right of use at any time. This shall apply in particular if the right of use is exercised in a manner that runs counter to any of our company interests, or if the afore-mentioned conditions are not complied with.
  6. Other Uses by You. We permit you to market and advertise our products freely as an Account Holder, subject to the terms of this Agreement. Publishers or editors of newspapers or magazines or publishers of internet newspapers or blogs shall be granted a non-exclusive right of use of Materials provided to them for the designated purpose of use only upon Our prior written consent.
V. Warranties
  1. Limited Warranty. Our products are sold with the understanding that You have independently determined the suitability of such products for its purposes. Our products are warranted to the Account Holder to be free from defects in material or workmanship for a period of 30 days from date of receipt. Your sole and exclusive remedy for breach of this warranty shall be the replacement of the defective products or, at Our option, the issuance of a credit or refund in an amount up to the purchase price of the defective product. In no event shall We be responsible for claims beyond the purchase price of the defective product.
  2. Disclaimer. THE WARRANTY SPECIFICALLY SET FORTH ABOVE IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE AND/OR NON INFRINGEMENT. WE SPECIFICALLY DISCLAIM AND EXCLUDE ALL OTHER SUCH WARRANTIES.IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. No representative, or agent of the Company is authorized to give any guarantee or warranty or make any representation contrary to the above. No waiver, alteration, addition or modification of the foregoing conditions shall be valid unless made in writing and signed by an executive officer of the Company.
VI. Miscellaneous.
  1. Termination of Account Holder Status. We reserve the right to suspend and/or terminate Your status as an Account Holder at any time and for any reason.
  3. Waiver. Any waiver of any provision contained herein shall not be deemed to be a waiver of any other right, term or provision of this Agreement. If any provision in this Agreement shall be or become wholly or partially invalid, illegal or unenforceable, such provision shall be enforced to the extent it is legal and valid and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
  4. Entire Agreement. This Agreement, as amended from time to time, constitutes the full and entire understanding and agreement between You and Us with regard to the subjects herein and no party shall be liable for, or bound by, any oral or written representations, warranties, covenants and agreements except as specifically set forth herein.
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