Retailer Agreement

This Retailer Agreement (this "Agreement") is made effective as of June 01, 2024, between Slayer Duck Calls LLC, of 4185 W Houseland Ct, Eagle, Idaho 83616 ("Seller"), and ________________________ ("Retailer").

PRICING AND ORDERS. Goods will be ordered at prices and quantities as agreed to by the parties and subject to the terms and conditions of sale and shipment established by the Seller from time to time and in effect at the time Seller accepts the order. The Seller reserves the right to change prices upon reasonable notice to Retailer for subsequent purchases. The Seller agrees to exercise commercially reasonable best efforts to supply Goods to the Retailer in a timely fashion.

SALE OF PRODUCTS. The Seller agrees to sell Goods at the suggested retail prices (MAP pricing) indicated at the time of sale in accordance with order procedures as may be reasonably communicated by the Seller from time to time. The Seller may amend prices upon notice to Retailer, provided any such amendment shall reflect similar prices applicable to the Goods and contemporaneously offered to other retailers similarly situated. Retailer agrees to sell the Products at prices that are consistent with Seller’s retail prices across all platforms, including but not limited to physical stores and the Retailer’s website, Seller will provide Retailer with a MAP pricing schedule “Slayer Retail Catalog” which will be updated periodically. Retailer shall adjust prices within seven 7 days of receiving notice of any price changes from Seller. Any breach of this provision shall be considered a material breach of this Agreement, and Seller reserves the right to terminate the Agreement immediately upon notice.

RESTRICTIONS ON ONLINE SALES. Retailer agrees not to sell the Products on Amazon.com, eBay, Walmart.com, or any other third-party online marketplace without the prior written consent of Seller. Retailer may sell the Products on its own website, provided that it complies with the branding and pricing guidelines set forth in “Slayer’s Retail Catalog.” Any breach of this provision shall be considered a material breach of this Agreement, and Seller reserves the right to terminate the Agreement immediately upon notice.

TAXES. The parties agree that payment of any taxes levied on the Goods (other than taxes based on income) shall be the Retailer's responsibility (including, without limitation, federal, state, local, use or similar taxes), and the Retailer shall report and pay such taxes to the appropriate taxing authority as required by law.

RETAIL STORE FACILITIES. Retailer will offer Goods from its retail stores locations as mutually agreed by the parties in accordance with terms set forth in the Agreement. Retailer will provide the Seller with an updated list of all Facilities selling Goods.

PAYMENT. Payment shall be made to 4185 W Houseland Ct, Eagle, Idaho 83616, via check or ACH in full within 30 days of the ship date of Goods. 

If any invoice is not paid when due, retailer will be charged a $25 late fee plus a 3% finance charge that will be billed monthly on any outstanding balance, or the maximum percentage allowed under applicable laws, whichever is less. Retailer shall pay all costs of collection, including without limitation, reasonable attorney fees.

In addition to any other right or remedy provided by law, if Retailer fails to pay for the Goods when due, Slayer Calls has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.

DELIVERY. Seller will arrange for delivery by carrier agreed on by Seller & Retailer. Retailer shall place orders using purchase orders. Seller shall deliver the Products to Retailer’s specified location within 14 days of receiving an order. Delivery terms are [FOB Seller’s Location] unless otherwise agreed in writing.

WARRANTIES. You have 30 calendar days to return an item from the date you received it. To be eligible for a return, items must be unused and in the same condition that you received it.  A 15% restocking fee may apply. To return your item, you must contact us at retail@slayercalls.com to receive a Return Authorization (RA) number that will be unique to your return. You must mark your return shipping package with the RA number clearly identified on the outside along with your return address.  Please note that the same guidelines as outlined in the Warranty section will apply.

SLAYER CALLS SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF SLAYER CALLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIABILITY OF UNSOLD PRODUCT. Seller is not liable for any unsold products. Retailer agrees that all purchases of Products are final and that returns to the Seller are not part of this Agreement.

INSPECTION. The Retailer, upon receiving possession of the Goods, shall have a reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. If the Retailer, in good faith, determines that all or a portion of the Goods are non-conforming, the Retailer may return the Goods to the Seller at the Seller's expense. The Retailer must provide written notice to the Seller of the reason for rejecting the Goods. The Seller will have 30 days from the return of the Goods to remedy such defects under the terms of this Agreement.

INTELLECTUAL PROPERTY. Retailer shall obtain no right, title or interest in or to any of the proprietary rights of the Seller, Goods manufacturers or their licensors, including without limitation, rights in or to the trademarks, trade names, slogans, logos, copyrights and patents owned, registered, pending registration or used by any of them. Any such use of such intellectual property shall be by prior written consent and according to policies and guidelines communicated by the Seller.

TERMINATION. This Agreement is perpetual but may be terminated as to any party, for or without cause, upon 14 days written notice to the other.

DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

1. The failure to make a required payment when due.
2. The insolvency or bankruptcy of either party.
3. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
4. The failure to make available or deliver the Goods in the time and manner provided for in this Agreement.

REMEDIES ON DEFAULT. In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within 30 days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.

ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.

All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.

The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

CONFIDENTIALITY. Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.

DUTY TO COOPERATE. The Retailer will cooperate with any requests from the Seller regarding governmental inquiries or investigation requests.

NOTICES. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Idaho.

SIGNATURES. This Agreement shall be signed on behalf of ________________________________ by _____________________, and on behalf of Slayer Calls by Bill Ayer, CEO.

 

Retailer:

_________________________________

Seller:

Slayer Duck Calls, LLC

Exhibits
Exhibit A: Slayer Retail Catalog