Why Sell WARMEDS Products
Our beautiful planet hosts billions of people wanting to better their health and sports performance, as well as tens of millions of organization dedicated to help them to achieve this. With his unique and revolutionary technology, WARMEDS is the best positioned company to efficiently support them all in their quest. At WARMEDS, we aim and believe to soon become the World’s bestselling sports supplements brand because our products deliver the promised results. By selling WARMEDS products, you will not only generate substantial revenues, but also help thousands or millions to improve their health and performance.
The Retailer status allows you to receive an important discount on every order you place on the WARMEDS website.
As an Authorized RETAILER, you will have access to:
- Retailer Pricing
- Marketing literature
- Sales training and coaching
- Sales support
- Retailer requirements
To become an Authorized WARMEDS Retailer, one must either:
- Have as clients a point of sales (store or website) where the WARMEDS products can be displayed and sold.
- Provide a structured business plan demonstrating to WARMEDS your ability and commitment to successfully market its products to multiple points of sales.
If you supply multiple points of sales, you may even qualify as a WARMEDS RETAILER. If you believe not to be qualified to either become a WARMEDS RETAILER or Retailer, you still may become a WARMEDS Affiliate
Terms and Conditions
The registration of a Retailer entails the respect of the mutually beneficial and protective terms: WARMEDS commits to:
- Provide Dietary Supplements products that are in full compliance with the US FDA;
- Provide Dietary Supplements products that are, to our knowledge, as safe and effective as current science allows it;
- Provide the Retailer with advantageous pricing, as well as with a price structure that will benefit both his retailers and the end user;
- Protect the Retailer by ensuring that the above-mentioned price structure is respected by all other RETAILERs and resellers;
The RETAILER commits to:
- Not to disclose or use against WARMEDS any information provided by WARMEDS, including pricing, technology, products, marketing strategy or contacts;
- Respect the price structure determined by WARMEDS;
- Actively promote WARMEDS products for if it will have the standing of WARMEDS authorized RETAILER;
- Products: All dietary supplements, food or other services conceived by or for WARMEDS® or sold by WARMEDS®.
- Consumer: The end-customer or individual which uses the purchased products to obtain health and fitness goals by opposition to distribute or resell them.
WARMEDS® accepts to grant the RETAILER with a non-exclusive-right to purchase products for reselling them to resellers. The RETAILER commits to undertake with diligence the marketing of WARMEDS® products and to deploy all reasonable efforts to satisfy this goal. The RETAILER will conduct business at all time to honor the products, the image of quality, the credibility, the clientele, and the reputation of WARMEDS® in general.
The RETAILER will use brand names accordingly to the directives, and the designation “Authorized RETAILER” for the distribution, the publicity and the promotion of the products. As for the material prepared by the RETAILER, it will use the symbol TM, MD or ® accordingly to WARMEDS® instructions which will appear each time the WARMEDS® or another of its brand name appears for the first time. A legend will also show that these trademarks are the property of WARMEDS®.
- WARMEDS® will grand to the RETAILER, in the form of credit, a discount as shown in C.
- The payment of all due amounts for the RETAILER orders will be made in advance, prior to shipping of the goods and services purchased by the RETAILER. The shipping will be confirmed by a delivery receipt signed by the recipient.
WARMEDS® will provide the required support to train at least one of the RETAILER’s specialist as well as all sales personnel of the RETAILER and this, twice in the first year of service and at least twice every following year. At the marketing level, WARMEDS® will animate training sessions of the personnel of the RETAILER. In every case, training fees including depending on the case, traveling and lodging fees, if necessary, will be the responsibility of the RETAILER.
Both parties agree to sign the nondisclosure agreement in attachment to the present convention to be part of it.
- WARMEDS® commits to continuously improve its products and keep them up to date for the whole duration of the present convention. Moreover, WARMEDS® will keep the RETAILER informed of all improvements to the products including corrections, modifications and revisions.
- WARMEDS® authorizes the RETAILER to reproduce and use its promotional material and the RETAILER commits to keep the mentions relative to the copyrights. Moreover, WARMEDS® will provide at no additional cost, the information and images of the products to allow the RETAILER to produce its own promotional marketing.
- To protect the rights associated to copyrights, WARMEDS® does not sell the copyrights but rather grants the right to resell its products. WARMEDS® also keeps the copyright or author’s rights of all its products.
- WARMEDS® guarantees the initial purchaser of the product that the product formula is compliant with the description on its label.
- WARMEDS® warrants that it will provide the product without any guarantees except those that are expressed on its website. WARMEDS® does not provide any guarantee concerning the results from its use for a specific usage or a given context. Any risks related to the products are assumed by the buyer.
- The preceding constitutes the only warranty given by WARMEDS® and exclude any other warranty, of any form, express or implicit. No information or verbal suggestion given verbally or in writing by WARMEDS®, its RETAILERS, agents or employees constitutes a guarantee nor will extend in any way the object of the present warranty, and the holder cannot make any expectation from these information or suggestions.
- Neither WARMEDS®, nor any other party having participated in the creation, production or delivery of the products can be held responsible for any direct damages from the use or the impossibility to use the products, even if WARMEDS® has been informed of such damages.
- COUNTERFEIT the whole duration of the present convention, the RETAILER will tightly monitor to detect counterfeit of WARMEDS® products. As soon as it will discover a counterfeit of the products, the RETAILER will notify WARMEDS® in writing.
- The RETAILER declares holding WARMEDS® indemn and covered from claims, damages and interest, losses as well as fees and expenses which could potentially result from WARMEDS®, for corporal injuries (included deadly injuries), loss of good or revenues, caused or inflicted, or that can be presented as having been caused inflicted in consequence of acts or omissions by the RETAILER, its agents or employee during the marketing and sale of the products or in the execution of the present convention.
- Except for claims caused by negligence or heavy fault from WARMEDS®, its agents or employees, WARMEDS® will not be responsible towards the RETAILER for indirect damages. The WARMEDS® responsibility with regards to all action causes cannot surpass (25%) of all the sums that the RETAILER will have paid WARMEDS® for the products. Neither WARMEDS®, nor the RETAILER can be held responsible for damages (included indirect damages) resulting from the termination of the present convention.
The RETAILER is neither the agent nor the legal representative of WARMEDS® and nothing in the present convention grants him the authority nor the right to assume any obligation in the name of WARMEDS® or to commit on behalf of WARMEDS® in any way.
The present convention will take effect the day of its signature by both parties and will stay in effect during one (1) year afterward. The renewal will be automatic for a period of one (1) unless a written notification is done three (3) months before the expiration of the present convention or its renewal.
- Any disagreement between both parties with regards to the interpretation or execution of the present convention will be submitted to arbitrage as per stated in the article 18.
- In the case of a voluntary or forced bankruptcy of one or both parties, of a contradictory proposition from the creditors, of business abandonment or liquidation before complete execution of its obligations, the present convention will be rightfully cancelled.
- The default, from one of the parties, to fulfill its obligations at the appropriate date gives the right to the other party to unilaterally cancel this convention by a ten (10) days written notice.
- In the case of cancellation planned in the articles 13.2 and 13.3, any sums due to WARMEDS® by the RETAILER at the effective date must immediately be paid by the RETAILER.
- The expiration or cancellation of this convention will not release the RETAILER from any of its obligations with regards to the payment of amounts owed to WARMEDS®. WARMEDS® will deliver to the RETAILER all products ordered at the time of the said expiration or cancellation.
- Notwithstanding the present article, WARMEDS® will unilaterally cancel the present convention if the RETAILER fails to market WARMEDS® products within a one (1) year delay from the present, without any compensation to the RETAILER for fees or expenses incurred during this period.
SIGNIFICANCE AND DETAILS
- Any written notice or document to signify for the present ends will be sent by messenger or recommended mail.
- All delay stipulated in the notice signify under the present disposition of the present convention will start the next day following it sending by the messenger and will expire its last day or the following non-holiday day.
- The dispositions in the article 15.2 regulate the calculation of the significance delays will apply, with the necessary adaptations, to all fixed delays in this convention, at the exception of the duration of the duration of the present convention.
- For the article, the New Jersey Law will apply to all disputes, and any and all legal actions will occur in the State of New Jersey.
- For significance in virtue of the present article, the addresses of each of the parties are the followings: WARMEDS® M. Pierre Vinet 355 Eisenhower Pkwy Suite 204 Livingston NJ 07039, United States of America The RETAILER Retailer address as provided in the above form.
- When one of the parties will change its address, it must notify in writing the other party the earliest possible and to supply it with its new address.
When the context requires it, any written word in singular also includes the plural of any written word and the masculine gender also includes the feminine, depending on the case. The headers of the different articles of the presents are inserted for reference purpose only and does not affect their significance.
- The present convention ties WARMEDS® and its RETAILER as well as their representatives and respectful ayants droit.
- The fact that one or the other party does not demand the execution or observation of any disposition, obligation or condition envisaged by the present convention, will not affect the right of the first party to later demand the execution or observation.
- The fact that any or both parties does not exert its rights and resorts, following the fault to execute or observe a disposition of the present convention by the other party, will not in any case constitute a renouncement of these rights and resorts following a subsequent fault.
The rights, obligations and interests of the RETAILER, in virtue of the present convention, cannot be given or transferred, in whole or in part, without a written consent by WARMEDS®.
Any disagreement or litigation will would happen following or at the occasion of the present convention will be resolved definitively under the New Jersey Arbitration Center, by arbitrage and at the exclusion of tribunals, accordingly to its Commercial Arbitrage general regulation now of the signature of the present convention and to which both parties declare adhesion. Any arbitrage will be held in New Jersey.
- The above constitutes the present convention, and are integrated parts of it.
- The convention includes the totality of the convention and cannot be modified without the written consent of both parties.
- The nullity of any disposition of the present convention will not invalidate or affect in any way any other disposition of the present convention.
- The present convention, including its annexes constitute the only convention between the parties concerning business including its annexes constitute the only convention in effect between the parties that are mentioned and replaces any discussion, correspondence, agreement or older conventions, verbal or written.
LAW OF THE CONVENTION
present convention is regu lated and interpreted by the laws of New Jersey, and the laws of United States that are applicable.
All amounts are presented in dollars and refer to the US currency.
The RETAILER certifies that it has read the present agreement and its limited warranty and have fully understood the terms and conditions it is committing to respect. The RETAILER also recognizes that the said products and warranty constitute an integral and exclusive agreement binding both parties and replaces any other past offers, verbal or written, and all other communications relative to the products or the limited warranty.
BETWEEN: WARMEDS® INC., corporation duly incorporated per law of Nevada, having its head office at 355 Eisenhower Pkwy Suite 204 Livingston NJ 07039, United States of America, herein acting and represented by Pierre Vinet, its Vice-President, duly authorized to do so as they so declare;
AND: WARMEDS®, a dietary supplement manufacturer having its head office at 355 Eisenhower Pkwy Suite 204 Livingston NJ 07039, United States of America, herein acting and represented by Michael Farber, its President, duly authorized to do so as he so declares; (hereinafter referred to as “WARMEDS®”)
AND: The “RETAILER” WHEREAS WARMEDS® is responsible for marketing and sales of all dietary supplements designed and manufactured by WARMEDS® its Business RETAILER;
WHEREAS WARMEDS® is Owner of dietary supplements, licensee of delivery systems and other technologies which are part of its related intellectual property;
WHEREAS WARMEDS® is Owner of marketing and other commercial recipes which are part of its intellectual property; WHEREAS
WARMEDS®, WARMEDS® and RETAILER have the intention of building a mutually beneficial business relationship which could potentially include unilateral or bilateral reselling, OEM of WARMEDS®/WARMEDS®’ and/or RETAILER’ products and/or custom development of products;
- WARMEDS® markets proprietary novel dietary supplements with botanical and specialty ingredients that are sourced for ingredients to subcontracted suppliers and proprietary manufacturers for food and nutraceutical (“Products”).
- WARMEDS® is in the business of providing Products to its customers, and anticipates the supply of Products to RETAILER.
- WARMEDS® has informed the RETAILER that applicable federal and/or state regulations require that it obtains (and maintain as part of its records) names and other pertinent information as to each supplier(s) source(s) for the ingredients used in the Products (“Source Information”).
- WARMEDS® or its affiliates are prepared to furnish the Source Information to RETAILER, on the condition that RETAILER agree to enter into this Confidentiality and Non-Circumvention Agreement.
- NOW, THEREFORE, in consideration of WARMEDS® disclosure of Source Information and or other confidential information to RETAILER and the promises set forth below, RETAILER agrees as follows:
- Confidential Information. “Confidential Information” as used in this Agreement shall mean all information, in whatever form, whether tangible or intangible, including any copies, and whether disclosed before or after this Agreement, and whether oral, audio, visual, written, or other form, communicated to a party which contains the identity and other information of WARMEDS® suppliers and or formulations or processes, including the name of WARMEDS® supplier contacts, and any other information, of any kind, pertaining to Source Information, all of which is generally considered proprietary and confidential to WARMEDS®, including, without limitation, formulae, processes, designs, formulations, specifications, prototypes, sample information, particle characteristics and experimental protocols.
- Identification of Confidential Information. Confidential Information shall be marked in writing as confidential at the time of written disclosure, or confirmed in writing, marked confidential, within thirty (30) calendar days of verbal disclosure, as of the date of this Agreement.
- Use of Confidential Information. RETAILER and or its affiliates, subsidiaries etc agrees that at no time shall it use or knowingly permit any other person or entity to examine, use, derive any benefit from, or otherwise exploit the Confidential Information, without the prior written consent of WARMEDS® other than for the sole and exclusive purposes of compliance with applicable federal and/or state regulations. Further, RETAILER agrees not to improve upon any patent applications or product production processes disclosed under this Agreement. RETAILER will notify WARMEDS® immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by RETAILER or any third party, and will reasonably cooperate with WARMEDS® to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
- Protection and Dissemination of Confidential Information. RETAILER agrees to maintain the confidentiality of all Confidential Information it receives or otherwise obtains from WARMEDS® and that it shall not disclose such information or transmit any documents or copies of documents, in any medium, containing such information to any other party, except as permitted under the terms of this Agreement. Confidential Information shall only be disclosed to and used by those persons within RETAILER’s organization who have a need to know and solely for the purposes specified in this Agreement and who are bound by a written agreement with RETAILER not to disclose or use any Confidential Information which comes into their possession, and RETAILER shall be responsible for and liable under this Agreement for the actions of its employees and consultants to whom such Confidential Information is disclosed. RETAILER shall use at least that standard of care with respect to protecting the Confidential Information that it uses to protect its own Confidential Information and other confidential and proprietary information.
- Non-Circumvention. During the term of this Agreement, RETAILER agrees that it shall not, directly or indirectly, with or through any other party, circumvent, bypass, or avoid WARMEDS® in any way whatsoever by contacting, selling to or purchasing from or acting as an agent to WARMEDS® customers, contacts, agents, sales and marketing groups, persons or companies, suppliers, manufacturers, and sources for products or services, disclosed by WARMEDS® under the terms of this Agreement, in order to change, increase or avoid directly or indirectly: (a) rights and access to Products, including any derivatives or ingredients thereof, directly, (b) continuance of established relationships or (c) payment of established fees, charges or commissions. RETAILER shall remain responsible for any breach of Sections 3, 4 or 5 by any such parties that receive Confidential Information.
- Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of WARMEDS®, and nothing in this Agreement shall be deemed to grant RETAILER any rights or license in or to the Confidential Information, or any part thereof.
- Required Disclosure. Nothing in this Agreement obligates WARMEDS® to disclose any other information to RETAILER or creates any agency or RETAILERship relation between the parties.
- Term. Except as expressly permitted by this Agreement, RETAILER hereby covenants that its obligation to maintain the confidentiality and the non-use of the Confidential Information shall continue for a period of 7 years from the date on which the last portion of Confidential Information is delivered and/or disclosed to RETAILER by WARMEDS®.
- Governing Law. This Agreement shall be governed by and construed under the laws of the State of New Jersey, USA, without reference to principles and laws relating to the conflict of laws. The Federal or state courts of New Jersey, USA shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. THE PARTIES HERETO EACH HEREBY SUBMIT ITSELF FOR THE SOLE PURPOSE OF THIS AGREEMENT AND ANY CONTROVERSY ARISING HEREUNDER, TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE STATE OF NEVADA, USA, AND WAIVE ANY OBJECTION (ON THE GROUNDS OF LACK OF JURISDICTION, FORUM NON CONVENIENS, OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH STATE OR FEDERAL COURT.
- Remedies. Since a breach by RETAILER of any of the promises or obligations contained herein will result in irreparable and continuing damage to WARMEDS® for which there may be no adequate remedy at law, RETAILER agrees that money damages will not be a sufficient remedy for any breach of this Agreement by it or its representatives, and WARMEDS® shall be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies for any such breach or threatened breach, without the necessity of posting any bond or security therefor. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
- Severability. If any one of the provisions contained in this Agreement should be found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired by such a finding.
- Waiver. No waiver of any provisions of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement. No delay or omission by WARMEDS® in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by WARMEDS® on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
- Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, written or oral, between the parties relating to the subject matter of this Agreement and may not be amended unless agreed to in writing by both parties.
- Execution. This Agreement may be executed in facsimile counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all which counterparts, taken together, shall constitute but one and the same agreement.