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Krate Tactical TERMS AND CONDITIONS OF SALE


KRATE TACTICAL TERMS AND CONDITIONS OF SALE

1. AUTHORIZATION. The Company authorizes and grants to the Reseller a non-exclusive license for the purpose of reselling the Products at the Reseller's principal place of business.

2. PAYMENTS AND PRODUCT ORDER SCHEDULE. The Reseller shall send written notice for purchase order requests and shall pay according to the terms.

3. SALES TAX AND TAX EXEMPTION CERTIFICATES.

A. Unless the Reseller provides a valid and properly completed tax exemption or resale certificate acceptable to the Company ("Exemption Certificate"), the Reseller shall pay all applicable sales, use, and similar taxes on its purchases of the Products.

B. At the Company's sole discretion, the Company may invoice the Reseller's initial order without applicable sales or use taxes, provided that the Reseller delivers a valid Exemption Certificate within the period specified by the Company in writing at the time of the order ("Certificate Period").

C. If the Reseller fails to deliver a valid Exemption Certificate within the Certificate Period, or if the Exemption Certificate provided is incomplete, expired, invalid, or rejected by any taxing authority, the Reseller shall be solely responsible for all applicable taxes on such order. The Company will issue a separate invoice for such taxes, together with any interest, penalties, or assessments imposed by a taxing authority, and the Reseller shall pay such invoice in full within 30 days of the invoice date.

D. The Company may suspend the processing of any further orders until all amounts due under this Section are paid in full.

E. The Reseller shall promptly notify the Company in writing of any change to its tax-exempt status and shall be responsible for any taxes, interest, or penalties arising from its failure to do so.

4. SHIPMENT AND DELIVERY. The Reseller is responsible for arranging shipment and delivery of the Products and shall incur all associated costs.

5. OBLIGATIONS OF THE RESELLER. The Reseller is obligated to introduce, promote, and sell the Products of the Company within their retail establishment model. Furthermore, the Reseller must provide sales reports pertaining to the Products if requested by the Company. 

6. RESTRICTIONS OF THE RESELLER.

A. The Reseller is expressly forbidden from selling the Products on any online eCommerce marketplace or website without the express written consent of the Company. This includes, but is not limited to, Amazon.com, Walmart.com, eBay.com, and any international variants of the aforementioned marketplaces.

B. The Reseller may use approved promotional marketing materials that include the Company's trademarks and brand assets for in-store display and on the Reseller's online social media advertisements ("Ads"), provided that the Ads direct end customers to the Reseller's brick-and-mortar storefront or to the Company's website or eCommerce listings to purchase the Products.

C. Reseller agrees to advertise and sell all Products at or above the Minimum Advertised Price ("MAP") established by the Company. The current MAP can be found on pricing sheets issued by the Company and may be updated from time to time. Reseller will not advertise any Products below MAP on any platform, including but not limited to websites, flyers, social media, or in-store signage.

7. COMPLIANCE WITH APPLICABLE LAWS.

A. The Reseller is solely responsible for knowing, understanding, and complying with all applicable federal, state, county, municipal, and local laws, ordinances, and regulations governing the purchase, possession, display, advertising, sale, transfer, shipment, and transportation of the Products, including but not limited to restrictions on blade length, blade type, opening mechanism, carry, and the age of purchasers.

B. The Reseller shall obtain and maintain, at its own expense, all licenses, permits, and registrations required to sell the Products in its jurisdiction.

C. The Reseller shall remain informed of any changes to applicable laws and shall immediately cease the sale of any Product that becomes restricted or prohibited in its jurisdiction.

D. The Company makes no representation or warranty that any Product may be lawfully sold, possessed, or used in any particular jurisdiction. The Company's acceptance of an order shall not constitute a representation that the resale of the Products is lawful in the Reseller's jurisdiction.

E. The Reseller shall indemnify, defend, and hold harmless the Company, its parent company, affiliates, officers, members, employees, and agents from and against any and all claims, damages, fines, penalties, losses, and expenses, including reasonable attorneys' fees, arising from the Reseller's failure to comply with applicable laws.

8. AUTOMATIC KNIFE COMPLIANCE.

A. It is the responsibility of the buyer, not the Company, to ascertain, and obey, all applicable local, state, federal, and international laws in regard to the possession, and use, of any item purchased from the Company.

B. IN COMPLIANCE WITH FEDERAL STATUTES: Read carefully all conditions set forth below. Federal law prohibits shipment of automatic knives across state lines, with the following exceptions:

I. to civilian or Armed Forces supply or procurement officers and employees of the Federal Government ordering, procuring, or purchasing such knives in connection with the activities of the Federal Government;

II. to supply or procurement officers of the National Guard, the Air National guard, or militia of a state, territory or the District of Columbia ordering, procuring, or purchasing such knives in the connection with the activities of such organization;

III. to supply or procurement officers or employees of the municipal government of the District of Columbia or the government of any State or Territory, or any county, city or other political subdivision of a State or Territory;

IV. to manufacturers of such knives or bona fide dealers therein in connection with any shipment made pursuant of an order from any person designated in paragraphs (i), (ii), and (iii).

D. Incorporated into this Agreement by reference

I. 18 USC 1716 (G) (2) (1-4) provides this summary: Switchblade knives can be shipped to civilian and armed forces supply or procurement officers and employees of the Federal government ordering or procuring or purchasing such knives in connection with activities in the Federal government; to supply or procurement officers in the National Guard, the Air National Guard or militia of the state or territory of the District of Columbia ordering, procuring or purchasing such knives in connection with the activities of such organizations; to supply or procurement officers or employees of the municipal government of the District of Columbia or the government of any state or territory of any county, city, or other political subdivision of a state or territory ordering, procuring or purchasing such knives in connection with the activities of such government. 15 USC 1244 provides in summary: Knives can be shipped by common carrier, that sale, transportation or distribution, possession or introduction into interstate commerce of switchblade knives is authorized if it is pursuant to a contract with the armed forces or any member or employee thereof acting in the performance of his or her duty may possess switchblade knives any may have them shipped to him and sold to him or her. The possession and transportation upon his or her person of a switchblade knife or a blade 3 inches or less is authorized to any handicapped individual who has the use of only one arm.

II. Legal status of products: It is the responsibility of the buyer, not the seller, to ascertain, and obey, all applicable local, state, federal and international laws in regard to the possession, and use, of any item purchased from the Company. All equipment is sold subject to public law 90-351, title III, U.S.D., Section 2511, and any local, state or federal ordinances. Consult your local and state laws before ordering if you are in doubt. Absolutely no sales to minors. By placing an order, the buyer represents that the products ordered will be used in a lawful manner and that he/she is of legal age. The Company will not be held liable for the misuse of any product purchased from us or any of our distributors & dealers. Also as no product is 100% effective against attack, the Company assumes no responsibility if a product purchased from us is not effective in preventing bodily injury, dismemberment, or death.

9. WARRANTIES. The Company assures the Reseller that all of the Products received have been manufactured to industry specifications and quality checked prior to the Reseller taking possession of the Products.

10. TERMINATION. This Agreement shall be effective on the Effective Date and shall remain in full force until either Party provides written notice terminating this Agreement. Any payment due to the Company from the Reseller will be required immediately upon termination of this Agreement.

11. CONFIDENTIALITY. The Company and the Reseller shall maintain the confidentiality of the business transaction and process until the termination of this Agreement.

12. GOVERNING LAW. This Agreement shall be governed by and interpreted with the laws of the State of Georgia, the principal state of business within which the Company operates.