Dealer Terms & Conditions
TERMS AND CONDITIONS FOR INVOICES TO RETAILERS AND DISTRIBUTORS
- Acceptance of the offer and contract formation is contingent and conditional upon acceptance of the terms and conditions listed below.
- Payments Terms: All products must be paid for in full before Colby Valve is required to ship the products ordered.
- Unless the Retailer has been approved to have a credit account with Colby Valve. If Retailer has been approved to have a credit account with Colby Valve, then payment is due within 30 days of Colby Valve shipping the products ordered. If payment is not made within 30 days of shipment, a 10% late fee will apply to the full amount of the order price.
- Pricing Terms: Retailer agrees to sell Colby Valve products at or above the Minimum Advertised Price provided by Colby Valve. Current Minimum Advertised Prices are: $29.99 for Emergency Valve 2-Packs, $29.99 for Ultimate Valve 2-Packs, and $24.99 for XL Valve Single Packs. Colby Valve reserves the right to modify the Minimum Advertised Prices and to notify the Retailer of the price changes. This provision applies to any future products created by Colby Valve. Minimum Advertised Price information will be available on Colby Valve’s website, colbyvalve.com and may be updated from time to time.
- Limitation of Sales Channels and Sales to Distributors: Retailer agrees to sell Colby Valve products through Retailer’s own physical store or website, and local events. Retailer agrees to refrain from using any 3rd party retailer, such as, but not limited to Ebay.com, Amazon.com, etc. Retailer agrees to only sell Colby Valve products to end users and consumers, and not to other Retailers or Distributors.
- Shipping: Shipping terms are FOB from Rogers, AR. Shipping costs are the responsibility of the Retailer and may be paid as part of the invoice or through their parcel account with a shipping company. Colby Valve may offer free shipping on some orders, but unless shipping costs are otherwise offered to be paid by Colby Valve in writing, the shipping costs are the responsibility of the Retailer.
- Warranty: The Company, Colby Valve, LLC (herein referred to as the Company) warrants that this product conforms to the description on the label, website, and other written materials supplied by the Company; and that it is reasonably fit for the purposes set forth in said materials, provided the product is used in accordance with the instructions. TO THE EXTENT CONSISTENT WITH APPLICABLE LAW, NO OTHER EXPRESS WARRANTY OR IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE OR MERCHANTABILITY IS MADE. TO THE EXTENT CONSISTENT WITH APPLICABLE LAW, THE EXCLUSIVE REMEDY OF THE USER OR BUYER, AND THE LIMIT OF THE LIABILITY OF THIS COMPANY OR ANY OTHER SELLER FOR ANY AND ALL LOSSES, INJURIES OR DAMAGES RESULTING FROM THE USE OR HANDLING OF THIS PRODUCT (INCLUDING CLAIMS BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OTHER TORT, OR ANY OTHER LEGAL THEORY) SHALL BE THE PURCHASE PRICE PAID BY THE USER OR BUYER FOR THE QUANTITY OF THIS PRODUCT INVOLVED, OR AT THE ELECTION OF THIS COMPANY OR ANY OTHER SELLER, THE REPLACEMENT OF SUCH QUANTITY. TO THE EXTENT CONSISTENT WITH APPLICABLE LAW, IN NO EVENT SHALL THIS COMPANY OR ANY OTHER SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. The warranty is limited to one year from the purchase date of the product. This warranty is subject to additional terms located on Colby Valve’s website, colbyvalve.com. Buyers and users are deemed to have accepted these terms upon use or installation of the product. Colby Valve warrants to refund to Retailer the purchase price paid for any defective products.
- Intellectual Property Rights: Retailer agrees to refrain from making, manufacturing, or attempting to manufacture any product that is substantially similar to Colby Valve’s products. Specifically, products that are designed as emergency replacement valve stems or valve stems that use Colby Valve’s non-traditional valve stem design. Further, all Colby Valve stem products shall be sold in their original packaging provided by Colby Valve stem. Retailer agrees to refrain from repackaging Colby Valve products or relabeling Colby Valve products as the Retailer’s own product.
- Similar Products Clause: Since the Colby Valve is a patent pending product, Retailer agrees to refrain from selling any products that are substantially similar to Colby Valve stem products. Specifically, competing products that are designed to be emergency replacement valve stems or valve stems that use Colby Valve’s non-traditional valve stem design. This does not prevent Retailer from selling traditional valve stems or other emergency tire repair products such as tire patch kits, Fix-A-Flat, or similar products.
- Choice of Law: All disputes arising from this contract or related to Colby Valve products shall be governed by the law of the State of Arkansas.
- Forum Selection Clause: All disputes arising from this contract or related to Colby Valve products shall be heard in the Circuit Court of Washington County, Arkansas. Retailer agrees to submit to the personal jurisdiction and subject matter jurisdiction of the Circuit Court of Washington County, Arkansas. Further, Retailer agrees Washington County, Arkansas to be the appropriate forum for hearing any and all disputes related to this contract or Colby Valve products.
- Attorney’s Fees: Retailer agrees to pay the reasonable attorney’s fees incurred by Colby Valve for any dispute with Colby Valve related to this contract or Colby Valve products, provided the Retailer does not prevail in the lawsuit. Further, Retailer agrees to pay Colby Valve’s reasonable attorney’s fees and other costs for actions and lawsuits to collect any past due payments.
- This written contract constitutes the full and complete agreement between Colby Valve and the Retailer. No other agreements, modifications, or provisions are applicable whether written or oral.