Gearflow Inc. Supplier Terms & Conditions:

Effective Date:25 April 2023

Parts, Tools & Light Equipment Sales

These Supplier Agreement ("Agreement") terms are entered into by and between Gearflow Inc., a Delaware corporation ("Company"), and ("Supplier"). Company and Supplier are each sometimes individually referred to as a "Party" or collectively as the "Parties". By selling on gearflow.com ALL Suppliers agree to these terms and conditions in full.

Recitals

Company owns and maintains the website located at gearflow.com (together with the related mobile application and any and all affiliate websites, the "Website"), through which it provides marketing services to owners of Heavy Equipment and Light Equipment and through which end users ("Customers") may purchase Products, whether through a computer or using their mobile app; and Supplier owns Products that Supplier wishes to list on the Website publically for sale to Customers ("Products") or privately through the “Request for Quote” (“RFQ”) process, and desires to have Company provide certain Marketing Services (as defined below) in connection with the Supplier’s Products pursuant to the terms of this Agreement.

Terms:

1. "Products" Definition: means parts, tools, equipment, and other items designated by the Company on the platform.
2. Payment; Statements. No later than the fifteenth day of each month (each, a "Payment Date"), Company shall pay Supplier the fee-eligible transaction value less Gearflow's commission as set forth in Exhibit A. At any time, Supplier can check their Dashboard to review sales reports and orders. Except as set forth herein, Company shall have no obligation to Supplier to refund Customer any amounts paid by Customer.
3. Taxes: As a Marketplace Facilitator, Gearflow Inc. collects and remits state taxes on a per-state basis. Gearflow collects and remits taxes once the Company crosses the dollar or transaction threshold on a per-state basis. Thus, your invoices to the Company should match the payout amount of your orders shown in the Gearflow dashboard and NOT include tax.
• Company will code the tax classification in connection with Product Purchases and will calculate and collect the state taxes due for all Supplier Taxation States. Company will only calculate, collect and remit taxes to the applicable governmental taxing authorities in connection with Product Purchases made by Customer for those Supplier Taxation States which are "Marketplace States" (such taxes being referred to herein as "Company-Remitted Taxes"). For purposes of clarity, the Company is responsible for the calculation, collection and remittance of taxes to governmental taxing authorities in Marketplace States, but is not responsible or liable for the payment of any Federal, State or Local taxes of Supplier whatsoever. Supplier hereby agrees to indemnify and hold Company harmless from and against any and all Claims arising from, relating to or as a result of any Federal, State or Local taxes, fees or penalties for which Supplier is liable and/or for which Company may be obligated to collect and remit taxes on behalf of Supplier.
4. Term and Termination. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party or as otherwise set forth herein. Either Party may terminate this Agreement, effective immediately, at any time upon written notice to the other Party.
5. Representations and Warranties. Supplier and Company each hereby individually represent and warrant that it has the full authority and legal right to carry out the terms of this Agreement; and this Agreement is a legal, valid, and binding obligation of Supplier and Company, as the case may be, enforceable in accordance with its terms.
6. Customer Disputes. Supplier hereby acknowledges and agrees that Company shall have no liability whatsoever to Customer or Supplier with respect to any dispute arising between Supplier and any Customer related to: (i) any Dispute; (ii) the refund of any Product Price; (iii) the return of any Product to Supplier by the Customer; or (iv) any other dispute of any kind arising between Supplier and any Customer. In addition to any other indemnification obligations set forth in this Agreement, Supplier hereby agrees to indemnify and hold Company harmless from and against any and all Claims arising from, relating to or as a result of any Product Purchase by any Customer.
7. Confidential Information. Each Party agrees that any Confidential Information received from the other party will not be used except as necessary to perform the obligations required under this Agreement; and be kept in safe care as it would keep its own, similar confidential information.
8. Proprietary Rights.During the Term, each Party (in such capacity, the "Licensor") hereby grants to the other (in such capacity, the "Licensee" ) a limited, non-exclusive, royalty-free, non-assignable, non-sublicensable, revocable, license ("IP License" ) to use and reproduce Licensor's brand or other trademarks, service marks and trade names ("Licensed Marks") solely in connection with Company's performance of the Marketing Services and either Party's actions with respect to the Supplier Storefront, in all cases as contemplated by this Agreement.
9. Indemnification. Supplier agrees to defend, indemnify and hold Company harmless from and against any and all Claims arising from, relating to, as a result of or in connection with (i) Supplier's breach of this Agreement; (ii) violation by Supplier of any Law; (iii) any allegation that the IP License granted to Company by Supplier or any portion of Supplier's Licensed Marks infringes or mis-appropriates any proprietary right of any third party; (ii) any Disputes; or (iv) any cost arising from any Claims brought against Company for any reason by any party in connection with Supplier, any Supplier Product, any Product Purchase, any Customer who uses any Supplier Product in any way and/or any action undertaken by Supplier related to the Website or otherwise contemplated by this Agreement. Company agrees to indemnify and hold Supplier harmless against any and all third-party Claims arising from or relating to Company's breach of this Agreement or as a result of any violation of any applicable law or regulation by Company.
10. Limitation on Liability. Neither Party shall be liable to one another for any special, consequential (even if a Party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of this Agreement or the termination thereof, however caused, and whether based in contract, tort (including negligence), product liability or any other theory of liability regardless of whether such Party has been advised of the possibility of such damages, losses, costs or expenses. Each Party's liability to each other shall not exceed the total amount of the Product Prices, Service Fees, and Commission Fees paid or payable by Company to Supplier within the one-year period immediately preceding the date that the alleged wrongful act first occurred.
11. Disclaimer of Warranties. Company does not warrant that access to or use of the Website will be uninterrupted or error-free or that defects in the website will be corrected. The Website, including any content contained with it or any site-related service, is provided "as-is," with all faults.
12. Survival. The provisions set forth in Sections 4 (Taxes), 6 (Representations and Warranties), 9 (Escrow Obligations of Company), 10 (Customer Disputes), 11 (Confidential Information), 12 (Proprietary Rights), 13 (Indemnification), 14 (Limitation on Liability), 15 (Disclaimer of Warranties), 16(b) (Governing Law; Jurisdiction) and 16(c) (Notices) shall survive any termination of this Agreement.
13. Governing Law; Jurisdiction; Legal Fees. This Agreement has been entered into and shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware without reference to any conflicts of law principles. Each Party consents to the jurisdiction of the state and federal courts located in Cook County, Illinois and agrees that any claim against the other arising from or in connection with this Agreement shall be brought in such courts. Each party hereby waives any right to trial by jury in any action or proceeding.
14. No Waiver. No failure or delay on the part of any Party in the exercise of any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. All rights and remedies under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
15. Relationship. Company shall be acting solely as a marketing and reservation agent for Supplier and nothing contained in this Agreement shall be construed to imply a joint venture or partnership relationship between the parties.
16. Full Agreement. This Agreement, and any exhibits and addenda attached hereto, contain and embody the entire agreement of the Parties hereto, and no representations, inducements, or agreements, oral or otherwise, made at any time between the Parties or with any third party relating to the subject matter hereof which are not contained in this Agreement or in the exhibits or addenda, if any, shall be of any force or effect.
17. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original.
18. Commission Fees for Fee-Eligible Transactions are as follows:
    • New Customer Purchases: 12.65% of Product Price
    • Existing Customer Purchases: 6.3% of Product Price
    • Commission Fees are subject to change at any time, for any or no reason, in Company's sole discretion.

Contact Information

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