The Whiskey Ice Co., LLC (“The Whiskey Ice Co.”) and person(s) or entities, or any agents of, who plan to purchase Products from The Whiskey Ice Co. for the purpose of retail sales, herein referred to as “Retailer”, hereby agree to the following terms, pursuant to which Retailer will purchase and sell products from The Whiskey Ice Co.

  1. Retailer shall have the right to purchase Products from The Whiskey Ice Co. The Whiskey Ice Co. agrees to use reasonable efforts to provide such Products, but has absolute discretion to refuse to fill any order at any time for any reasonable commercial reason. Within this agreement, “Products” are any merchandise that is supplied by The Whiskey Ice Co. to Retailer, for the purpose of retail sales by Retailer to a third-party customer (“End-customer”).
  2. The minimum order quantity per SKU is one (1) unit. Retailer agrees to pay any shipping or freight costs to transport Products to either Retailer, or if drop-shipping is employed, to the End-customer. Additional finishing/packaging or other variance from the standard shelf product may incur additional costs. The costs will be determined by a representative from The Whiskey Ice Co. if such a need arises. In addition, a restocking fee of up to 15% may be applied for cancelled orders that have been shipped or returned/refused shipments. Additionally, The Whiskey Ice Co. may elect to adjust the Wholesale Price of Products, if The Whiskey Ice Co. deems that the Retailer’s sales volume is lower than expected or claimed. Wholesale Price is the price at which Retailer purchases Products, for further markup and/or retail sales to its End-customers.
  3. The Whiskey Ice Co. reserves the right to backorder/split-ship a purchase order if necessary. The Whiskey Ice Co. strives to ship out orders within 2-3 business days but reserves the right to a 15-business day ship window to fulfill The Whiskey Ice Co. orders. Furthermore, The Whiskey Ice Co. cannot be held liable for failures of shipping or freight carriers to convey or deliver shipments in a timely manner, up to and including lost, delayed or otherwise missing or non-delivered shipments.
  4. The Whiskey Ice Co.’s responsibility is limited to proof of delivery by shipment carriers, at which time goods are the property of Retailer unless superseded by an alternate agreement. Proof of Delivery must be requested within 30 days of the invoice date. Proof of Delivery includes carrier-supplied tracking numbers or freight waybill tracking mechanisms.
  5. Payment terms will be established upon new account application approval. The Whiskey Ice Co. reserves the right, at its sole discretion, to update or amend payment terms as deemed necessary. Amounts past due are subject to a late payment fee of up to 1.5% percent per month.
  6. Claims can be addressed to, and must be made within 10 days of Retailer’s receipt of goods, or receipt by Retailer’s final purchasing customer (“End Customer”), if dropship delivery was employed. The Whiskey Ice Co. will issue credit when/if discrepancies are supported by documentation (including but not limited to photographs, returned merchandise, etc.), which may be used to verify such claims.
  7. Returns will not be accepted without The Whiskey Ice Co.’s written consent (which can include email or other electronic mechanism); a Return Merchandise Authorization (“RMA”) number must be given by a The Whiskey Ice Co. customer service representative. Supporting documentation must accompany claims for style/color/size substitutions, overages, etc. Returned merchandise received without an RMA number will be refused and returned to Retailer at Retailer’s expense. Merchandise orders may not be made more than two months prior to expected delivery date.
  8. Retailer shall be authorized to display and sell The Whiskey Ice Co. products and related marketing materials provided by The Whiskey Ice Co. throughout the term of this agreement. Retailer may also use marketing materials featuring The Whiskey Ice Co. trademarks, designs, and/or logos created by Retailer provided that any such marketing materials are pre-approved by The Whiskey Ice Co. in writing (which can include email or other electronic mechanism) prior to use, and any materials bearing The Whiskey Ice Co.’s trademarks, designs, logos, or copyrights shall be the sole and exclusive property of The Whiskey Ice Co.
  9. This agreement shall begin on the date executed by Retailer, and terminate upon 15 days written notice by either party, or automatically upon the bankruptcy or insolvency of Retailer.
  10. Retailer agrees to maintain the quality of The Whiskey Ice Co. brand by providing exemplary customer service, and ensuring that the display of The Whiskey Ice Co. Products is maintained at the highest level, and complying with all applicable laws and regulations. Should The Whiskey Ice Co. determine at any time, that Products supplied to Retailer by The Whiskey Ice Co. have been furnished, resold or otherwise transferred or conveyed by Retailer to any other dealer, wholesaler, intermediary, or agent of any other person or entity, foreign or domestic, for the purpose of further retail sale, without The Whiskey Ice Co.’s express prior written consent, The Whiskey Ice Co. reserves the right to unilaterally terminate its relationship with Retailer; this applies to any retail vehicle by which Products will be sold, including online/catalog, retail storefront, mail order, or other mechanism for retail sales. The Whiskey Ice Co.
  11. Once an order of The Whiskey Ice Co. Product(s) has been made by Retailer, said order(s) shall be deemed as being in the possession of Retailer, and Retailer shall be responsible for any loss thereof, as soon as said Product(s) are placed in transport/conveyance from The Whiskey Ice Co.’s facility, unless superseded by an alternate agreement, to Retailer or Retailer’s End-customer. It is Retailer’s responsibility to provide shipping insurance for any shipments or freight transports from The Whiskey Ice Co., if Retailer elects not to use carrier provided shipment insurance, as applicable.
  12. Except as stated in paragraphs 13 and 14 below, neither party shall be liable for any consequential, indirect, or punitive damages pursuant to this agreement, including but not limited to lost profits, business good will, or other monetary losses. Under no circumstances shall The Whiskey Ice Co. be liable for any damages arising out of The Whiskey Ice Co.’s failure to fill any order in whole or in part.
  13. Retailer agrees to defend and indemnify The Whiskey Ice Co., The Whiskey Ice Co.’s licensors, manufacturers, partners, officers, employees, and affiliates in the event of any claim, suit, demand, liability, loss, or other expense arising out of Retailer’s performance of this contract, any actual or alleged act or omission by Retailer, or any material breach of the terms of this agreement by Retailer.
  14. The Whiskey Ice Co. agrees to defend and indemnify Retailer against any claim, suit, demand, liability, loss or other expense arising out of an actual or alleged product defect, or any material breach of this agreement by The Whiskey Ice Co.
  15. Nothing in this Agreement is intended to create a partnership, joint venture, employment relationship, agency, or any other relationship between the Parties; nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent operator responsible for its own actions, outcomes or any other respective action (or lack or performance). Neither Party assumes the ultimate obligation with respect to excise or other taxes which may be imposed upon the other in connection with the transactions covered by this Agreement.
  16. Any Retailer, who utilizes marketplace accounts as a selling vehicle, such as Amazon, eBay, Newegg, etc., must disclose the sales channel, and their associated storefront name(s) or identity(ies) to The Whiskey Ice Co. Furthermore, Retailer agrees, represents, and warrants that they shall comply with the policies and procedures of such marketplace accounts and further agree to indemnify The Whiskey Ice Co. for any and all violations of the same. In addition, The Whiskey Ice Co. may from time to time provide Standard Retail Price and/or Minimum Advertised Pricing requirements for products, or updates to the same. The Whiskey Ice Co. reserves the right, at its sole discretion and without liability, to suspend and/or discontinue any Retailer account that The Whiskey Ice Co. finds in non-conformity with such pricing.
  17. Retailer hereby acknowledges that all Intellectual Property provided to retailer by The Whiskey Ice Co. is the sole and exclusive property of The Whiskey Ice Co. and/or its licensors, and that The Whiskey Ice Co. and The Whiskey Ice Co.’s licensors have the exclusive right to the use thereof on and in connection with the Products (for purposes of this agreement, the term “Intellectual Property” shall mean and refer to any and all trademarks, copyrights, trade secrets, confidential information, patents, patents pending, signs, branding, logos, logotypes, fonts and/or packaging or other print matter associated with or relating to the Products.). Retailer agrees that Retailer will not use the Intellectual Property for any reason except as allowed under this agreement. Such use shall not create any interest in the Intellectual Property by retailer, and said Intellectual Property shall remain the sole and exclusive property of The Whiskey Ice Co. and/or The Whiskey Ice Co.’s licensors at all times.
  18. This agreement cannot be assigned by Retailer for any reason. This agreement shall be binding on any successor to Retailer to the extent any authorized transfer does take place.
  19. All disputes arising out of this agreement or the parties’ relationship shall be filed in the County of Dallas, State of Texas, United States of America. Both Parties consent to venue in said court. Retailer hereby consents to said court exercising personal jurisdiction over it for the purposes of such litigation.
  20. This law governing this Agreement shall be the laws of the State of Texas and of the United States of America.
  21. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall remain in full force and effect.

Usage of The Whiskey Ice Co. Wholesale portal or by entering into a purchase agreement, whereby Retailer shall purchase Products at a discounted price, to further sell to Retailer’s End-customer(s), constitutes agreement to comply with the terms set forth herein.

Revised 01-22-16