This Sales Agreement (“Agreement”) is entered into by (“Company”) and the undersigned reseller (“Reseller”). The Company authorizes the Reseller to advertise, demonstrate, market, promote, distribute, and solicit orders for the Products under the terms and conditions of this Agreement on a non-exclusive basis.

Effective Date: This Agreement shall become effective upon execution by both parties and as of the commencement date specified herein.

Duties of Reseller: The Reseller agrees to observe and perform the terms and conditions set forth in this Agreement diligently, including but not limited to the following:

Initial and Subsequent Orders
  • Initial Order Requirements: The initial purchase order must include 7 to 10 product references per brand. All subsequent orders must be in even case numbers, and a minimum order quantity (MOQ) of $5,000.00 USD is required. This ensures a diverse and adequate selection of products for your market.
  • Subsequent Orders: Follow-up orders should be placed in even case quantities to streamline inventory management and shipping processes, and it is required to meet the minimum purchase order amount of $1,000 for each subsequent order.
  • Purchase Price: Prices shall be as stated on the order form unless there is a price increase by the manufacturer. Prices are subject to change without notice.
Order Submission and Cycle
  • Bi-weekly Cycle: Orders are processed on a fixed bi-weekly schedule, with deadlines on the 15th and 30th of each month. Orders placed outside these dates will be processed in the next order cycle. Our 3-4-week shipping window for in-stock items ensures optimal order fulfillment. Clients are encouraged to plan their orders in alignment with these timelines.
  • Buyer’s Responsibility: It is the buyer’s responsibility to order products as per the purchase order.
Payment Terms
  • Payment Schedule: The full of invoice amount is due at the time of Purchase Order submission.
  • Payment Methods: Payments can be made via wire transfer or credit card. Note that credit card payments incur a 3% processing fee, reflecting transaction costs.
  • Incoterms: EXW (Ex Works) Warehouse, USA. The buyer is responsible for shipping costs.
 Order Cancellation and Refusal
  • Cancellation Rights: La Forcell reserves the right to cancel or refuse orders for reasons including but not limited to product availability, errors not attributable to La, suspected fraud, or unauthorized transactions.
  • Purchase Order Cancellation: Purchase orders cannot be canceled for any reason. No refunds will be granted.
  • Service Refusal: We reserve the right to refuse service at our discretion, ensuring a secure and reliable business environment for all parties.
  • Buyer Responsibility: Cancellations must occur before the purchase order is forwarded to the manufacturer. Once order processing begins, it cannot be halted. We encourage a thorough review of our Terms & Conditions prior to finalizing orders to avoid misunderstandings.
 Product & Sales Policy
  • Expiration Dates: The Company will endeavor to provide products with at least 12 months until expiration.
  • Territory of Sales: Sales are limited to the USA only. No exports are permitted.
  • Damaged Goods: The Company is not responsible for goods damaged after leaving our California warehouse.
  • No Partnership or Agency: This Agreement does not create a partnership or agency relationship between the parties. The Reseller has no authority to bind the Company in any manner.
Refunds, Exchanges, & Returns
  • Finality of Sales: All sales are considered final upon order submission. To uphold our inventory and order integrity, we do not provide cancellations, refunds, or exchanges post-order placement. This policy underscores our commitment to delivering high-quality products and services.
  • Incorrect Orders Due to Our Error: If an order is incorrect due to an error on our part, a 2-day grace period from the delivery date is provided for reporting the issue. We require images of unopened, unused items and any relevant information for assessment. Opened or used items should be directed to the manufacturer as they fall outside our returns or exchanges policy.
  • Buyer Accuracy Obligation: We are not liable for orders impacted by incorrect shipping or personal information provided at the time of order. Ensuring the accuracy of all submitted details is essential for seamless order processing and delivery.
  • Return Goods Policy: Returns are not accepted unless due to an error by Errors must be reported within 2 days of order receipt. Upon confirmation of an error on our part, all materials received with the order must be returned to their original condition alongside the incorrect products, and items must remain unopened and unused. Requests beyond the 2-day period will be denied.
Account Termination
  • Right to Terminate: Either party may terminate this Agreement with 3 days written notice. We reserve the right to terminate or suspend your account immediately, without prior notice or liability, for any breach of our Terms & Conditions. Immediate termination is justified if the Reseller violates any terms of this agreement. Upon termination, the Reseller is required to cease the use of all trademarks, logos, all related advertising and promotional images, and copyrighted materials associated with the Brands, and remove all such references without delay.
  • Unauthorized Resale and Un-gating: Unauthorized resale of our products on any platform results in immediate account termination. We do not support un-gating on platforms like Amazon, including not providing pre-paid invoices or letters of authorization. Ensure authorization to sell our products on your chosen platform before ordering. Orders will not be canceled based on unauthorized sales channel issues.
  • Client-Initiated Termination: Should you decide to terminate your account, notify us in writing. Discontinuing the use of our services and website also constitutes account termination.
Order Process

We accept orders bi-weekly, specifically on the 15th and 30th of each month. Orders placed outside these dates are automatically scheduled for the next cycle, aligning with our 3-4-week lead time for processing and shipping.

  1. Account Registration: Begin by creating an account on Ensure all provided information is accurate to facilitate smooth order processing.
  2. Product Selection: Choose your desired products by brand, adhering to Initial Order Requirements (the 7-10 SKU minimum and the $5,000 MOQ per order) or Subsequent Order Requirements (the $1,000 MOQ per order). The cart will update case quantity minimums as you add products.
  3. Payment and Shipping: Complete your order by providing precise billing and shipping details, then submit your payment. We accept wire transfers and credit cards (note the 3% surcharge for credit payments).
  4. Order Confirmation: Look out for an email from us confirming your order submission.
  5. Shipping Confirmation: We’ll send you shipping details as soon as they’re available, keeping you informed every step of the way.
  6. Lead Time: Given our bi-weekly ordering cycle, please allow approximately 3-4 weeks for your order to be processed and prepared for shipment.
  7. Ready for Shipping: You’ll receive a notification when your order is ready, detailing the next steps for pickup or delivery arrangement.
Relationship, Arbitration & Governing Law
  • Independent Contractor Status: This agreement does not establish a partnership or agency relationship between the parties. The Reseller shall not have the authority to bind or represent the Company in any manner. The Company is not responsible for any actions or commitments made by the Reseller.
  • Confidentiality: Both parties pledge to maintain the confidentiality of information related to each other’s business operations, during and following the terms of this agreement, unless required by law to disclose such information.
  • Dispute Resolution: Disputes arising under this Agreement shall be resolved by arbitration in accordance with the laws of the State of California, USA, and the award may be enforced in any competent court. Any disputes arising out of or in connection with this agreement, including but not limited to its interpretation, breach, validity, or the arbitration process itself, shall be resolved exclusively through arbitration. The arbitration proceeding shall be conducted in accordance with the rules of a recognized arbitration association, mutually agreed upon by the parties. The decision rendered by the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
  • Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the State of California, USA. The parties agree that any legal action or proceeding arising out of this agreement shall be brought in the federal or state courts located in California, and hereby consent to the jurisdiction and venue of such courts.
MAP Agreement
  • Maintaining Minimum Advertised Price (MAP): Resellers are obligated to adhere to the MAP policy, which prohibits advertising products below the set MAP. The MAP for each brand is specified on the order form. Resellers must promptly adjust their advertised prices within 24 hours upon receiving notification of any MAP adjustments by Forcell USA, INC.

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