Reseller Terms of Service

Madge's Food Reseller Agreement

  1. Introduction

This Reseller Agreement ("Agreement") is made effective as of June 1, 2024, by and between Madge's Food ("Company"), with its principal place of business at 11911 Crosswinds Way, Ste 305, San Antonio, TX 78233 , and ("Reseller") as listed on the Sales Order/Invoice.

  1. Purpose

The purpose of this Agreement is to establish the terms and conditions under which the Reseller is authorized to resell Madge's Food products ("Products") on Amazon and other e-commerce platforms.

  1. Appointment of Reseller

Company hereby appoints Reseller as a non-exclusive reseller of the Products, subject to the terms and conditions of this Agreement.

  1. Minimum Allowable Price Policy (MAP)

4.1 Reseller agrees to adhere to the Company's Minimum Allowable Price Policy ("MAP Policy"). The MAP Policy is designed to protect the integrity of the Products and brand by ensuring that all resellers sell the Products at or above the minimum allowable price set by the Company.

4.2 The current MAP for the Products are:

3001-0115 = $19.99 with shipping included

3002-0115= $19.99 with shipping included

The Company reserves the right to modify the MAP at its sole discretion and will provide the Reseller with written notice of any changes.

4.3 Reseller's failure to comply with the MAP Policy may result in immediate termination of this Agreement and revocation of the right to resell the Products.

  1. Orders and Payment Terms

5.1 All orders placed by the Reseller are subject to acceptance by the Company. Orders will be custom-made to order and cannot be cancelled once payment is made, except as provided in Section 6.

5.2 Payment terms are strictly pre-paid, either through Wire, ACH, or credit card. The Reseller must pay the full amount of the order at the time the order is placed.

  1. Cancellation Policy

6.1 Due to the custom-made nature of the Products, cancellations are not permitted once payment is made, except under the following condition:

  1. If the Reseller wishes to cancel an order, the cancellation must be requested within 48 hours of payment. In such cases, the Reseller will be charged a 25% cancellation fee of the total order value.

6.2 No cancellations will be accepted after 48 hours from the time of payment.

  1. Delivery and Shipping

7.1 The Company is not responsible for shipping charges. We will facilitate the shipping and assist or send a separate invoice if our shipping carriers are used; specifically, if refrigerated freight is used. The Reseller's is responsible for sending shipping labels and for the specified address. Shipping costs will be the responsibility of the Reseller unless otherwise agreed upon in writing.

7.2 The Company will use reasonable efforts to meet the delivery dates specified in the Reseller's orders but will not be liable for any delays in delivery. Our manufacturing process are not exact as we rely on natural processes which can vary.

  1. Reseller's Responsibilities

8.1 Reseller agrees to:

  1. Comply with all applicable laws and regulations related to the resale of the Products. b. Promote and sell the Products in a manner that reflects favorably on the Company and its Products. c. Not engage in any deceptive, misleading, or unethical practices that may be detrimental to the Company or the Products.
  2. Term and Termination

9.1 This Agreement will commence on the effective date and will continue until terminated by either party upon 30 days' written notice.

9.2 The Company may terminate this Agreement immediately if the Reseller fails to comply with the MAP Policy or any other material term of this Agreement.

  1. Confidentiality

10.1 The Reseller agrees to maintain the confidentiality of all proprietary information disclosed by the Company and will not disclose such information to any third party without the prior written consent of the Company.

  1. Governing Law

11.1 This Agreement will be governed by and construed in accordance with the laws of the Texas, Bexar County, without regard to its conflict of laws principles.

  1. Entire Agreement

12.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

  1. Amendments

13.1 Any amendments or modifications to this Agreement must be in writing and signed by both parties.

  1. Notices

14.1 Any notices required or permitted to be given under this Agreement must be in writing and delivered to the respective addresses of the parties as set forth above or to such other address as a party may designate by written notice.

15. Storage of Product

15.1 It is the responsibility of the Reseller to store our refrigerated products in an environment and in manner that would provide adequate safety conditions and temperature protection for the product(s) and comply with any applicable law or regulations. If using a fulfillment partner than it is the sole responsibility of Reseller to ensure that product is being properly stored. Reseller assumes full responsibility for the product integrity of such product(s).

16. Return Policy

16.1 Since this is a food product there are no returns. Any credit or exchanges are purely up to the judgement of the Company. Improper storage or improper packaging are grounds for denial of any credit or exchange either in the shipping to the Reseller or Fulfillment Partner and to the final shipment to the consumer. Company is not responsible for Shipping Carriers handling of the packages as we pack them sufficiently for safe arrival. Any lost, stolen or damaged boxes are not our responsibility and becomes Reseller's responsibility to file any insurance claim. We will assist in any way to help with claim.

Execution of Agreement

The parties hereto have executed this Reseller Agreement as of the effective date first above written by accepting or confirming sales order and/or payment of invoice.