AUTHORIZED RETAILER PURCHASE TERMS OF SERVICE
Goliath (“Goliath”) has implemented these Goliath Authorized Retailer Purchase Terms of Service (the “Terms”), which apply to retailers of Goliath products in the United States of America. By purchasing Products (as hereinafter defined) from Goliath for retail sale, you (hereinafter “Retailer,” “you,” or “your”) agree to adhere to the Terms. Please read these terms carefully. Unless and until such status is otherwise revoked by Goliath, Retailer shall be considered an “Authorized Retailer” hereunder.
Goliath reserves the right in its sole discretion to approve or disapprove any application for Reseller status and to terminate any person’s status as a Reseller at any time for any reason or for convenience, and with or without notice. Upon termination, Reseller shall immediately cease any further purchase, resale or use of the Goliath products.
Retailer is granted the non-exclusive, non-transferable right to purchase Products from Goliath for resale to consumers in accordance with these Terms. The “Products” include only those Goliath products which are available for wholesale purchase from Goliath. Retailer is not authorized to resell any other products manufactured by or sold by Goliath. Retailer is, and at all times shall be, an independent contractor in all matters relating to these Terms, and shall not be deemed an agent, employee, franchise or partner of Goliath. Retailer and its personnel will not be entitled to any of the benefits that Goliath may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits.
- Terms of Sale.
(a) Purchase Orders and Products. Orders for Products (“Purchase Orders”) made by Retailer shall be handled pursuant to Goliath’s then-current Product order processing procedures, which may be amended by Goliath at any time in its sole and absolute discretion. Products shipped by Goliath will have a minimum shelf life of ninety (90) days from the day of order. Goliath reserves the right to reject any Purchase Order, in whole or in part, for any reason. Goliath reserves the right, at any time in its sole and absolute discretion and without any obligation, liability, or advance notice to Retailer, to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product, and to add new and additional products to, or delete existing Products from, its product lines.
(b) Product Shipment. Title to the Products passes from Goliath to Retailer on shipment from Goliath’s facility. Loss (including theft) or damage that occurs during shipping is the responsibility of Retailer.
- (c) Payment Terms. Retailer shall pay for the Products and shipping in advance upon placement of the Purchase Order. Payment may be made via bank wire or ACH transfer, or using a valid credit card, debit card, or other payment method offered through goliathlifestyle.com. A payment error, including, but not limited to, a failed charge or chargeback, may result in termination of Reseller's status as a Goliath Authorized Reseller, as determined by Goliath in its sole discretion.
- (d) Product Returns.
- (i) In the event Retailer receives damaged, short-dated, or expired Products upon shipment from Goliath’s facility, Goliath requires Retailer to submit photographs showing the damage or expiration date. Such details must be submitted to Goliath within three (3) business days of documented order delivery. After Goliath confirms that the Products were damaged, short-dated, or expired upon shipment, Goliath will refund Retailer in the original form of payment. Refunds may take 7-12 business days to process. Retailer shall not return the Products to Goliath but shall instead destroy the damaged or expired Products and shall submit proof of destruction to Goliath. Retailer shall not offer damaged or expired Products for sale.
- Manner of Sale.
- Retailer shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under any Product guarantees.
- (a) Authorized Customers. Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Retailer shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Goliath. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other retailers, or any other person Retailer knows or has reason to know intends to re-sell the Products. Retailer shall not engage in drop-shipping or similar selling practices.
- (b) Geographic Location of Sales. Retailer shall not market, sell, ship, or invoice Products to customers outside of the United States of America or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States of America without the prior written consent of Goliath.
- (c) Online Sales. Retailer shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Goliath.
- (d) Sales Practices and Inventory. Retailer will be solely responsible for all aspects of its operation, including human resources, information technology, insurance and legal compliance. Retailer shall support Goliath’’s sales programs and use best efforts to advertise, promote, market, and sell the Products to its authorized customers and, as applicable, meet or exceed minimum sales commitments. Retailer is prohibited from, either directly or indirectly through third parties, selling or distributing the Products through multi-level marketing, pyramid selling, network marketing, referral marketing, or similar selling practices. Retailer shall conduct its business in a reasonable, lawful, and ethical manner at all times, whether engaged in the sale of Goliath Products or other products, shall not engage in any deceptive, misleading, or unethical practices or advertising at any time nor make any warranties or representations concerning the Products except as expressly authorized by Goliath in writing. Retailer shall do nothing to bring the reputation of Goliath into disrepute. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Further, Retailer shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.
- (e) Product and Packaging Alterations Prohibited. Retailer shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products, whether with Goliath products or other brands of similar products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is prohibited. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products, or place any trademarks, logos or designs on the Products that are not approved in writing by Goliath. Retailer shall not advertise, market, display, or demonstrate non-Goliath products together with the Products in a manner that would create the impression that the non-Goliath products are made by, endorsed by, or associated with Goliath.
- (f) Customer Service. Retailer shall exercise best efforts to achieve a high level of customer satisfaction. Retailer and Retailer’s sales personnel shall familiarize themselves with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable return policy. Retailer must make itself available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly. Retailer and Retailer’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Goliath. Retailer agrees to cooperate fully with Goliath in any investigation or evaluation of such matters.
- Product Care and Quality Controls.
- Retailer shall care for the Products as set forth herein.
- (a) Product Storage and Handling. Retailer shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, on lower racks, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by Goliath from time to time.
- (b) Initial and Regular Product Inspections. Within three (3) days of receiving the Products, Retailer shall inspect the Products for damage, defect, broken seals, or other nonconformance such as mis-shipments or quantities outside of those which were on the purchase order (collectively, “Defects”). Retailer shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer shall not sell any Products that are expired. If any Defects are identified, Retailer must not offer the Product for sale, and must promptly report the Defects to Goliath at firstname.lastname@example.org
- (c) Recalls and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Retailer shall cooperate with Goliath with respect to any Product recall or other consumer safety information dissemination effort.
- Warranty Disclaimer.
- EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, ALL GOLIATH PRODUCTS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GOLIATH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE, OR OTHERWISE.
- Intellectual Property.
- Retailer acknowledges and agrees that Goliath owns all proprietary rights in and to the Goliath brands, including, without limitation, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Goliath IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Goliath IP solely for purposes of marketing and selling the Products as set forth herein. Retailer’s use of the Goliath IP shall be in conformance with any guidelines specified by Goliath, including those contained within the Goliath Terms of Service. This license will cease upon termination of Retailer’s status as an Authorized Retailer. Goliath reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Goliath IP at any time, without limitation. All goodwill arising from Retailer’s use of the Goliath IP shall insure solely to the benefit of Goliath.
- Goliath reserves the right to terminate Retailer’s status as an Authorized Retailer at any time for any reason or for convenience, and with or without notice. Upon termination, Retailer shall immediately cease (i) purchasing and selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Goliath Products or has any affiliation whatsoever with Goliath; and (iii) using all Goliath IP.
- Retailer shall, and hereby does, indemnify, defend and hold Goliath harmless from any claims or damages (inclusive of Goliath’s attorneys’ fees) made against Goliath as a result of (a) any negligence, misrepresentation, error or omission on the part of Retailer or its representatives, (b) any claims, warranties or representations made by Retailer or Retailer’s employees or agents which differ from those made by Goliath on its products, (c) any claim by a customer relating to any support or services provided by Retailer or any contractor of Retailer relating to the Products, (d) any claim by an employee of Retailer for any cause of action, or (e) any breach of these Terms by Retailer.
- Limitation of Liability.
- GOLIATH SHALL NOT BE LIABLE TO RETAILER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. GOLIATH’’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RETAILER TO GOLIATH DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
- Availability of Injunctive Relief.
- Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 3 (Manner of Sale), 4 (Product Care and Quality Controls), 6 (Intellectual Property), or 7 (Termination), it is agreed and understood that Goliath will have no adequate remedy in money or other damages at law. Accordingly, Goliath shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Goliath to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Goliath’’s right to fully enforce any or all provisions and parts thereof.
- Goliath reserves the right to audit and/or monitor Retailer’s activities for compliance with the Terms, including, but not limited to, inspection of Retailer’s facilities and records concerning the Products.
- (a) Modifications. Goliath reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Goliath IP, or use of any other information or materials provided by Goliath to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the amendments.
- (b) Waiver. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing.
- (c) Retailer Contact Information. Retailer agrees to maintain accurate and up-to-date company information and to promptly notify Goliath of any change to its telephone number, mailing address, or email address.
- (d) Force Majeure. Goliath shall not be deemed to be in breach hereof or liable to Retailer in any manner on account of any delay in delivery or other performance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond Goliath’s control, including without limitation, fire, flood, terrorist threats or acts, riot or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, local or global pandemic, embargoes or transportation delays, shortage of labor, inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or on account of shortages thereof, delays or failures of any of Goliath’s suppliers to deliver, acts of God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable federal, state or local government, or any other commercial impracticability.
- (e) Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
- (f) Survival. The following provisions shall survive the termination of the Terms: Section 5 (Intellectual Property); Section 7 (Indemnification); Section 11(f) (Survival); Section 11(g) (Governing Law and Venue); Section 11(h) (Waiver of Jury Trial).
- (g) Governing Law and Venue. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of Washington, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in King County, Washington.
- (h) Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING
- Authorized International Resellers.
The below terms apply to authorized international resellers approved via prior written agreement by Goliath, and are in addition to the above policies.
- National and international regulations may restrict or prohibit the shipment or importation of certain products into your country, or may impose duties, tariffs or other charges on such shipments or imports. We are not responsible for determining whether products that you order may lawfully be imported into your country. Each Reseller is solely responsible for ensuring that its resale of Goliath products complies with all applicable laws, rules, regulations and orders in any jurisdiction or territory in which the Reseller operates or resells the products. Reseller shall be solely responsible for complying with any and all import and export control laws and regulations of the United States and any other country or jurisdiction into which it has been permitted to distribute the Goliath products.
- Reseller shall be responsible for all taxes of any nature which become due with regard to resale of Goliath products, including, but not limited to, all sales, use, VAT, GST and other taxes, but excluding taxes on Goliath's income. In addition, Reseller shall pay all import and export duties, government permit fees, license fees, customs fees and similar fees levied as a result of the existence or operation of these Terms and any penalties, interest, collection costs and withholding costs associated with any of the foregoing. You must be aware that we have no control over any such additional costs, and cannot predict in advance whether there will be any and, if so, how much they will be. We recommend that you contact your local customs office to thoroughly inquire about import regulations and applicable duties, tariffs or other charges, and to obtain all necessary import permits, licenses or authorizations, before you place your order.
- Due to customs and export or import restrictions some Goliath products may not be allowed for importation into certain countries, and some countries prohibit the sale of products containing certain ingredients. As a result, we may not be able to fulfill an order for such products if you live in one of those countries. However, you remain solely responsible for determining if products that you order can be lawfully imported into and sold in your country.
- Resellers are responsible for the products once their order has shipped including products that may be rejected, confiscated or destroyed by customs officials. We do not accept returns due to problems relating to not following customs regulations or any export rule, law, regulation or order. We will not provide any refunds for any orders that are seized by customs officials, refused or held for delivery, abandoned by the intended recipient, that cannot be delivered due to an address error, or that contain products that cannot be sold in your country.
- Goliath reserves the right to approve all online marketing and sales materials, including websites, blogs, and online stores pertaining to the Goliath products prior to publication.