• Rainbow Plaza 137 S Telegraph Rd Pontiac, MI 48341



    Buyer shall pay for each order, together with shipping costs, prior to suppliers shipping of the order to buyer. Suppliers agrees to notify buyer of any price increases and discontinued items 60 days in advance.

    You will be contacted with pricing once your application has been approved.

    Supplier reserves the right to cancel this agreement, and any of its obligations hereunder, without notice, with or without cause.

    The buyer shall make no trademark, service mark, copyright, license or patent infringement. No false advertising, unfair competition, trademark dilution or similar.


    Buyer agrees to not create, publish, distribute, advertise, or print any material that make reference to supplier or use our name or any of our trademark, for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to supplier and receiving our written consent.

    Supplier has the legal right to refuse to sell or allow any or all its trademarked products to be sold to anyone, who in supplier's opinion will cause harm to the image or marketability of its products.

    Nothing contained in this agreement shall be construed to transfer or assign any such rights to buyer.


    Buyer agrees to indemnify and hold harmless supplier and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, shareholders and owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, expenses (including reasonable attorneys' fees) insofar as such losses, or actions in respect thereof, arise from or are based on:

    1. Any failure or breach of any representation, warranty, covenant, or agreement made by buyer herein;
    2. Any misuse of supplier's name or trademark.
    3. Any claim related to buyer's website, including, without limitation, content therein not attributable to supplier. If any action or proceeding is brought against supplier by reason of any of the foregoing matters, buyer shall defend supplier at buyer's expense by counsel reasonably satisfactory to supplier. Supplier need not have first paid any such claim in order to be defended or indemnified.

    In the event that any action, suit or proceeding is brought against the buyer, due to the sole actions of supplier or the actions of supplier's manufacturers and not to any action or contributing failure of the buyer, the buyer shall at once give notice in writing to supplier and provide supplier with the opportunity to defend against such action. Supplier shall advise the buyer within thirty days if it and/or the liability insurance carrier will undertake the defense. This decision rests solely with supplier.

    In any case, supplier’s liability insures solely to the buyer specified herein, not to third parties.


    Supplier agrees to ship products ordered within 60 days of receiving purchase order unless requested. Buyer is responsible for all shipping costs, handling, and merchandise starting from FOB origin.


    Supplier agrees to stand behind all merchandise and replace if necessary on an individual basis. Buyer shall return for full credit, defective product that is returned by consumers. Supplier agrees to accept all returns, issuing full refund or credit at buyer's option. A package which has been damaged in transit must be refused at the time of delivery in order for supplier to assume responsibility.


    Supplier shall provide a copy of product liability certificate insurance and endorsement naming buyer as an additional insured, upon request. Insurance is good during the entire duration of this agreement and for 3 months after the last presentation of the supplier's product.


    Supplier shall make available all and any artwork, photos, descriptions, endorsements, benefits and awards to differentiate the product and help buyer design the most compelling marketing plan possible.


    This agreement embodies the entire understanding of the parties and supersedes and replaces all other agreements (written or oral) between the parties relating to this subject matter, and buyer shall not be allowed to make any change, modification or amendment, unless buyer receiver prior approval from supplier in writing.


    No waiver in any one or more instances of any breach or default under the provisions of this agreement shall affect the rights to enforce such provision or to exercise any right or remedy in the event of any subsequent default or breach.


    This agreement shall be constructed in accordance with, and in all respects, be governed by, the laws of the state of Michigan.


    All distributors selling online are required to maintain an online page that redirects foreign customers and vendors to their proper territories if that territory is under an exclusive distributorship.

    This does not pertain to existing online catalogue companies that may sell worldwide.


    Supplier reserves the right to modify any terms and conditions contained in this agreement at any time. Supplier may terminate buyer's rights under this agreement at any time, with or without cause.


    Each of the parties hereto agrees to keep confidential all information including, without limitation, the terms of this agreement, terms of the map policy, business and financial information, product designs, customer and vendor lists; pricing and sales information concerning supplier or buyer.


    Buyer acknowledges and agrees that supplier's products are subject to the U.S. export administration laws and regulations. Buyer agrees that none of the purchased product, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, outside the United States, unless specifically authorized by supplier.


    Sale of supplier's product to buyer does not and will not violate any federal or state laws, rules or regulations.

    Supplier has the full rights to sell its products.

    Supplier's sale of product to buyer and subsequent resale to buyer's customers does not and will not violate any trademark, patent, service mark, trade secret or similar such right.


    Buyer, nor its agents and/or representatives, shall not violate any United States federal or state laws, international laws, rules or regulations in the purchase, sale or resale of any of supplier's products.

    Waiver of jury trial. To the fullest extent permitted by applicable law, the parties each hereby irrevocably and expressly waives all right to a trial by jury in any action, proceeding, or counterclaim (whether based upon contract, tort, or otherwise) arising out of or relating to this agreement or any of the transactions contemplated hereby or thereby or the parties actions in the negotiation, administration, or enforcement hereof or thereof. The parties acknowledge that such waiver is made with full knowledge and understanding of the nature of the rights and benefits waived hereby, and with the benefit of advice of counsel of its choosing. The parties each prefer that any dispute between them be resolved without litigation subject to the jury trial waiver set forth herein, but in the Michigan Supreme Court has held that such pre-dispute jury trial waivers are unenforceable. The following section will be applicable until (i) the Michigan supreme court holds that a pre-dispute jury trial waiver provision similar to that contained in herein is valid or enforceable; or (ii) the Michigan legislature passes legislation and the governor of the state of Michigan signs into law a statue authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. Accordingly, the parties each agree that any civil action or proceeding involving a dispute arising out of or relating to this note, shall be tried solely thought a judicial referee as provided in Michigan code of civil procedure sections 638 through 645. 1. The parties each further agrees to the appointment of jams as the referee appointed to conduct the trial and such other related proceedings. The parties further agree that the filing of any law and motion hearings or the initiation of any hearings to obtain any form of a prejudgment remedy shall not operate as a waiver of the parties’ right to trial solely through a judicial referee. The parties each acknowledge will likely charge fees over and above the fees and costs normally charged by a court. The parties agree to initially evenly split the fees and costs of such referee between the parties. Notwithstanding the foregoing, the parties each further acknowledges that the referee may decide that one party of the other is the prevailing party in which event the non- prevailing party will be obligated to reimburse the prevailing party for all of the costs and fees paid in connection with the hiring of the referee.

    Because each party is giving up a right, buyer is encouraged to have an independent lawyer of buyer's choosing to review these provisions before agreeing to them.

    By initialing below, buyer and supplier confirm that they have read and understand the paragraphs above, and voluntarily agree to submit all disputes to a judicial referee. In doing so, buyer and supplier voluntarily give up important constitutional rights to trial by judge or jury, as well as rights to appeal. Buyer is advised that buyer has the right to have an independent lawyer of buyer's choosing to review these provisions, and this entire agreement, prior to initialing this provision or signing this agreement.

    Signature constitutes acknowledgement and agreement to all terms and conditions as outlined in the attached agreement and herein expressly incorporated. This agreement, along with its rights and obligations, remains in effect for one year from the date indicated below, unless terminated prior to that date pursuant to the terms and conditions within this agreement.