Wholesaler Application Form

 

Become a Wholesaler

 

Hi. I am Dr. Anna Cabeca and have taken great care in the development of my products and programs. I invite only the highest and most ethical health care providers, practitioners and centers to participate in our wholesale program.

This includes receiving wholesale pricing up to 50% off our retail prices as well as free brochures which can be printed with your affiliate link. Please take a moment to fill out the below Wholesaler Application Form. I look forward to successfully supporting you, your clients and your mission!

By submitting the Wholesaler Application Form you acknowledge and agree to the "Authorized Distribution Agreement" on this page

 

 


 

Authorized Distribution Agreement

This Authorized Distribution Agreement (the “Agreement”) is made effective as of the date of signing, between Golden Isles Medical, Inc., a Georgia corporation of  P.O. Box 30062, Sea Island, GA 31561 (“SUPPLIER”), and you (“RESELLER”). SUPPLIER and RESELLER are each individually referred to herein as “Party” and collectively as “Parties.”

As SUPPLIER and RESELLER would like to enter into an agreement regarding the sale and distribution of certain products as identified on Exhibit A which may be updated from time to time by mutual agreement of the Parties (the “Products”). The Parties agree as follows:

  1. Purchase.  RESELLER agrees to purchase the Products exclusively from SUPPLIER at the prices set forth on Exhibit A. RESELLER must submit written or digital purchase orders for the Products no later than five (5) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of the Products. Purchase orders received fewer than five (5) business days prior to the requested delivery date shall be filled at SUPPLIER’S discretion and subject to express shipping charges (to be paid by RESELLER). All orders are processed subject to availability. Payment must be received by SUPPLIER at the time of the order.
  2. Remedy for Damaged/Incorrect Shipments. RESELLER must notify SUPPLIER of any claimed shipping error or damage within five (5) days of receipt of Products. RESELLER’s failure to give such notice within that five-day period shall be deemed a waiver of RESELLER's claim for incorrect or damaged shipments. Within 10 days of RESELLER’s receipt of Products, RESELLER may return (i) Products that do not conform to SUPPLIER’s product specifications or (ii), Products damaged or shipped incorrectly if notice of condition is given within five (5) days of receiving the Products. Returns will be credited to RESELLER’s account or replaced.
  3. Authorized Channel.  SUPPLIER authorizes RESELLER to sell the Products in your medical practice office (the “Authorized Channel”).  RESELLER is not authorized to sell the Products through other channels, including its website, without the express permission of SUPPLIER. If the event, SUPPLIER agrees to allow you to sell Products online the term “Authorized Channel” shall include that permitted channel, and, under no circumstances is RESELLER allowed to sell Products on Amazon’s website or Walmart’s website.
  4. MAP Policy.  RESELLER agrees to follow the MAP pricing provided by the SUPPLIER to RESELLER which may be updated by SUPPLIER from time to time. Current MAP pricing is shown on Exhibit A.  
  5. Use of Intellectual Property.  SUPPLIER hereby grants RESELLER a limited, revocable license to use SUPPLIER’S copyrights and trademarks associated with the Products (“SUPPLIER IP”) solely in connection with promoting and selling the Products through the Authorized Channel.  RESELLER acknowledges that SUPPLIER shall retain sole and exclusive ownership of the SUPPLIER IP and all goodwill and rights related thereto, and that all use of any SUPPLIER trademarks by RESELLER shall inure to the benefit of and be on behalf of SUPPLIER.  RESELLER agrees that nothing in this Agreement shall give RESELLER any right, title, or interest in the SUPPLIER IP other than the right to use the SUPPLIER IP in accordance with this Agreement. Notwithstanding the foregoing, nothing herein allows RESELLER to purchase keywords that include the SUPPLIER IP or any other terms associated or affiliated with the Products on any search engine or other advertising space.
  6. Quality Control.  RESELLER will use its best efforts to ensure that all Literature and Other Media (as such term is defined below) are of the highest quality and reflect favorably upon the Products.  For the purposes of this Agreement, “Literature and Other Media” shall include all art work, packaging, point of sale, advertising, promotional and other literature and printed and electronic media, signs, and any other materials which are published, used, displayed, broadcast, telecast, mailed, electronically mailed, conveyed via the Internet, or sent which relate to the use of or include any of the SUPPLIER IP.
  7. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SUPPLIER. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS OF RESELLER.
  8. Termination.  SUPPLIER may terminate this Agreement immediately if in its discretion RESELLER is violating SUPPLIER’S rights to the SUPPLIER IP. Either Party may terminate this Agreement, with or without cause, effective thirty (30) days after receipt of notice.  Upon termination, RESELLER shall cease use of all SUPPLIER IP, except as necessary to sell RESELLER’s then-current inventory of the Products if SUPPLIER grants RESLLER the right to sell through remaining inventory in accordance with the following sentence.  At termination, SUPPLIER will either purchase back remaining inventory at purchased value, plus shipping costs, or will grant RESELLER the right to sell through the remaining inventory. 
  9. Indemnification. RESELLER agrees to indemnify, defend, protect, save and hold harmless SUPPLIER and SUPPLIER’s subsidiaries or affiliates, and their directors, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) resulting from RESELLER’s acts, omissions or misrepresentations under this agreement.
  10. Confidentiality. RESELLER acknowledges that during the term of this agreement, SUPPLIER may disclose to RESELLER from time to time certain business and other proprietary and sensitive information of SUPPLIER such as its pricing.  RESELLER shall use commercially reasonable efforts to keep confidential any and all information concerning customers, trade secrets, methods, pricing, processes or procedures or any other confidential, financial and business information (“Confidential Information”).  RESELLER shall not disclose Confidential Information to any third party without the prior written consent of SUPPLIER. Confidential Information shall not include information which (i) is in the public domain, (ii) is previously known or independently developed by the RESELLER, or (iii) is acquired by RESELLER from any third party having a right to disclose such information.  RESELLER acknowledges that a breach by it of this section will give rise to irreparable injury to SUPPLIER, inadequately compensable in damages. Accordingly, RESELLER hereby consents to the obtaining by SUPPLIER of injunctive relief against the breach or threatened breach of the undertakings of RESELLER contained in this section. The parties further agree that such an order so enjoining RESELLER may be issued pending final determination thereof, without the requirement to post bond.  
  11. Representation of Authority.  Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.
  12. No Relationship. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have nor hold itself out as having any right, power or authority to assume, create, or incur any expenses, liability, or obligation on behalf of the other party, except as expressly provided herein.  
  13. Severability. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
  14. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Georgia. Any dispute arising from this Agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty (30) days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator, the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in Brunswick, Georgia in accordance of the rules of the American Arbitration Association, and the parties agree that judgment upon the award rendered by the arbitrator shall be entered in a court of competent jurisdiction sitting in Brunswick, Georgia.
  15. Entire Agreement; Modification; Waiver; Successors and Assigns. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.  No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the Party against whom the same is sought to be enforced. The waiver by a Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the Party in breach.  This Agreement may not be assigned by RESELLER without the prior written consent of SUPPLIER.
  16. No Conflict. The Parties warrant that they have not previously assumed any obligations inconsistent with those undertaken under this Agreement.

 


 

Exhibit A


Product Name

MAP Pricing

Purchase price from SUPPLIER

Minimum order amount

Julva® Tube

$69.95

$40.00

12 Tubes

Julva® Trial Pack

$9.95

$4.95

12 Trial Packs

Mighty Maca® Plus Single Canister

$69.95

$34.95

12 Canisters

Mighty Maca® Plus Trial Pack (15-Pack)

$34.95

$18.00

12 Units

PuraBalance PPR Cream Bottle

$49.95

$25.00

12 Bottles

Keto-Green® Shake (15 Servings)

$49.95

$29.97

12 Units

Keto-Green® Shake (40 Servings)

$99.95

$59.00

12 Units