By applying for, accessing, or using the Wholesale Membership Program (“Program”) offered by HR Tactical Innovations LLC (the “Company”), you (“Member,” “Reseller,” or “you”) agree to the following terms and conditions. If you do not agree, do not proceed.
1. WHOLESALE MEMBERSHIP
- Eligibility: You must provide valid business credentials (e.g., resale certificate, tax ID, business license). We reserve the right to request additional documentation at any time.
- Approval & Revocation: Membership is granted at our discretion. We may deny or revoke membership, with or without cause, upon notice.
- Minimum Orders (if applicable): You may be required to meet a stated minimum initial or periodic purchase threshold.
- Age Restrictions (if applicable): If any of our products are age-restricted, you represent that you will comply with all relevant laws, including verifying customer ages where required.
2. WHOLESALE PRICING & PAYMENT
- Wholesale Access: Approved Members will have access to wholesale prices that are confidential and must not be disclosed to third parties.
- Payment Terms: Invoices are due upon receipt unless otherwise specified. Late balances may incur interest at 1.5% per month or the maximum rate allowed by law.
- Taxes & Fees: You are responsible for any taxes, duties, or fees on your purchases, except taxes on our net income.
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Discount Restrictions:
- Select products may be excluded from additional discounts for sponsored players and teams.
- Items cannot be included in giveaways without prior written approval from HR Tactical Innovations.
3. SHIPPING, EXPORT, & RISK OF LOSS
- Shipment Method: We typically ship using our preferred carriers. If you have special requests, extra fees may apply.
- Risk of Loss: Title and risk of loss pass to you once shipments leave our facility.
- Cross-Border & Export Compliance: You agree to comply with all applicable export control and customs laws when reselling or shipping products internationally. You will not re-export any products in violation of U.S. (or other relevant) export regulations or sell to any person/entity on a restricted list.
- Delivery Delays: We are not liable for delays caused by carriers, customs, or any Force Majeure events (see Section 10).
4. RETURNS & WARRANTY
- Return Policy: All returns require an authorized Return Merchandise Authorization (RMA). Restocking fees may apply.
- Damages or Defects: You must report damaged or incorrect products in writing within 14 days of delivery. We may, at our discretion, replace or refund such items.
- Limited Remedies: Your sole and exclusive remedy for defective or damaged products is repair, replacement, or refund of the purchase price at our discretion.
- Warranty Disclaimer: Unless explicitly stated in writing, items are sold “as is” and “where is.” We disclaim all other warranties (express or implied), including merchantability and fitness for a particular purpose.
5. MINIMUM ADVERTISED PRICE (MAP) POLICY
- Scope: Certain products are subject to a MAP (Minimum Advertised Price) Policy, detailed in our MAP List (available on our website or upon request).
- Advertising Compliance: You must not advertise MAP-covered products below the specified price in any public channel (e.g., website listings, ads, social media, email blasts).
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Enforcement:
- First violation: Written warning with 24 hours to correct.
- Second violation: Possible suspension from the Program for 90 days.
- Third violation: Possible termination of membership and future supply.
- Not Price-Fixing: MAP applies only to publicly advertised prices. You may set your own resale prices privately (e.g., in-cart pricing, direct quotes).
6. INTELLECTUAL PROPERTY & BRAND GUIDELINES
- Limited License: You are granted a non-exclusive, revocable license to use our trademarks, images, and marketing materials solely to promote and sell our products.
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Prohibited Use: You may not:
- Alter or remove our branding.
- Re-label or re-package products without permission.
- Register domain names or social accounts containing our trademarks or confusingly similar terms.
- Online Marketplace Restrictions: Unless explicitly approved in writing, you may not sell our products on [Amazon, eBay, Walmart, etc.].
- Termination of License: If your membership is suspended or terminated, your right to use our branding and intellectual property immediately ceases.
7. DISTRIBUTION & END-USERS
- No Re-Wholesaling: You may only sell to end-users unless we provide explicit written permission to act as a distributor.
- Sales Channels: If restrictions are placed on your sales channels (e.g., “brick and mortar only,” “online only,” or “specific geography”), you must comply.
8. ADDITIONAL DISCLAIMERS & LIMITATIONS
- Limitations on Liability: We are not liable for any indirect, incidental, special, consequential, or punitive damages (e.g., lost profits).
- Liability Cap: Our total liability for any claims under these Terms is limited to the amount you paid us in the six months preceding the claim.
- No Warranties Beyond Stated: Unless explicitly provided in writing, we make no guarantees about product suitability for any particular use.
9. INDEMNIFICATION
You agree to defend, indemnify, and hold HR Tactical Innovations LLC, its affiliates, and employees harmless from any claims, liabilities, or damages (including attorneys’ fees) arising from:
- Your breach of these Terms or any applicable laws.
- Any warranties or representations you make beyond what we explicitly provide.
- Any claims by your customers regarding your own actions or omissions.
10. FORCE MAJEURE
We shall not be liable for delays or failure to perform due to events beyond our control, including natural disasters, labor strikes, war, terrorism, epidemics, supply chain disruptions, or governmental actions. Performance obligations will be suspended for the duration of such events.
11. DISPUTE RESOLUTION & GOVERNING LAW
- Governing Law: These Terms shall be governed by Michigan law without regard to conflicts-of-law principles.
- Venue: Disputes shall be resolved exclusively in Macomb County, Michigan courts. You consent to jurisdiction in these courts.
- Injunctive Relief: We may seek injunctive relief to protect our intellectual property or confidential information.
12. UPDATES & MODIFICATIONS
- We may update these Terms at any time by posting the revised version or notifying you. Your continued participation constitutes acceptance of the changes.
- Severability: If any provision is found unenforceable, the remaining terms remain in effect.
13. ACCEPTANCE
By checking the box or clicking “I Agree”, you:
✔ Acknowledge you have read, understood, and accepted these Terms.
✔ Confirm you have the authority to bind your business to these Terms.
🚫 If you do not agree, you must not proceed with wholesale purchases.
Updated: 2/27/2025
