This agreement (hereinafter “Agreement”) is made by and between Surefreight Global, LLC (dba, Prana Pets) and its Affiliates (“Company”), a Florida limited liability company, and customer described on the attached order form (“Customer”).  This Agreement is effective as of the date of the order form (“Effective Date”).  Company and Customer are referred to each as a “Party” and collectively as the “Parties”. 

  1. Wholesale Purchases and Pricing.  Prana Pets offers products at wholesale prices to our valued resellers. The current wholesale price list, which is subject to change without prior notice, will be shared with you once you become a reseller.
  2. Minimum Order Requirement.  To support sustainable and beneficial business practices for both parties, we have a minimum order (MoU) requirement in place. The details will be provided when your reseller status is confirmed.
  3. Minimum Advertised Price Policy (MAPP).  As a member of the Prana Pets family, you're required to adhere to our Minimum Advertised Price Policy (MAPP). This policy helps maintain the high-value perception of our products. Under no circumstances should you advertise our products below the specified minimum price. We reserve the right to terminate business relationships with any resellers who do not comply with this policy.
  4. Taxes.  Each Party shall comply with all applicable governmental, legal and regulatory requirements and pay all taxes pertaining to this Agreement. 
  5. Payment Terms.  Payment for orders is due prior to shipment. We accept various methods of payment which will be detailed during the order process.
  6. Shipping and Delivery.  Shipping and handling fees are the responsibility of the Customer. The details of the shipping process and associated costs will be confirmed at the time of order.
  7. Returns and Damages. Should you receive a damaged product, please notify us within 7 days of receiving the product. We'll promptly arrange for a replacement.
  8. Distribution channels. Company authorizes Customer to resell Company products in its retail stores and on its website(s) in the country where the Customer is headquartered.  Customer is not authorized to sell Company products, use Company brand, etc. on any other channel, including Amazon, Chewy, and more.  Customer may sell in additional countries with prior written approval of the Company.
  9. Search Engine and Advertising Restrictions. Search Engine, Display, and other forms of Paid Digital Advertising must be approved by the Company in advance.  In particular, you cannot bid on our brand name or any phrases with our brand name.   Your account will be canceled if you do.
  10. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that Party or a purchaser of all or substantially all of that party's assets used in connection with performing this Agreement, or its successor in interest pursuant to a merger or other corporate combination, provided the assigning Party causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the Parties.
  11. Termination.  This agreement may be terminated by either party with a written notice. On termination, the Customer is obliged to sell off any remaining stock of our products adhering to our MAPP.
  12. Limitations on Liability.  Except with respect to gross negligence or willful misconduct or breaches under the Confidentiality Section, the liability of the Company under this agreement shall be limited to actual damages, the aggregate amount of which shall not exceed the amount paid by Customer to Company hereunder during the previous twelve (12) months, and in no event shall either Party be liable under or in connection with this Agreement to the other or any other person or entity for any loss of profit or any consequential, special, exemplary, punitive or indirect damages of any nature, for any reason, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if advised of the possibility of such damages.
  13. Governing Law.  The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the Parties shall be governed by the laws of the State of Colorado, USA, without regard to its conflict of laws principles. 
  14. Entire Agreement.  This Agreement, together with any Order Forms and other attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all agreements or understandings, whether written or oral, between the Parties with respect to such subject matter.