Parts, Tools & Light Equipment Sales
These Supplier Agreement Terms and Conditions ("Agreement") are entered into between Gearflow Inc., a Delaware corporation ("Company" or "Gearflow") and the undersigned ("Supplier"), effective as of July 1, 2021 (the "Effective Date"). 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.
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 and light equipment and through which end users ("Customers") may purchase parts, tools, and light equipment, whether through a computer or using their mobile phone. Supplier owns tools, parts, equipment, and other items designated by Company on the Master List (collectively, "Supplier Products") that Supplier wishes to list on the Website for sale to Customers, and desires to have Company provide certain Marketing Services (as defined below) in connection with the Supplier Products pursuant to the terms of this Agreement.
- Payment; Statements. No later than the fifteenth day of each month (each, a "Payment Date"), Company shall pay Supplier the transaction value less Gearflow’s commission as set forth in Exhibit A. Except as set forth herein, Company shall have no obligation to Supplier to refund Customer any amounts paid by Customer as Equipment Prices.
- Taxes: Gearflow is classified as a Reseller in the State of Illinois per Resale Certificate Number 4297-8459. Per the "Streamlined Sales & Use Tax Agreement," "Uniform Sales & Use Tax Certificate – Multijurisdiction," "Commonwealth of Virginia Sales and Use Tax Certificate of Exemption," "Pennsylvania Exemption Certificate," "New York State and Local Sales and Use Tax Resale Certificate," and Florida Resale Certificate Number 78-8018426555-1. Gearflow is exempt from nearly all State taxes in such states (collectively, the "Reseller States"), as applicable. In addition, Gearflow is in the process of securing a resale certificate in CA. For purposes of clarity, Company is responsible for the calculation, collection and remittance of taxes to governmental taxing authorities in Reseller 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.
- 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 (the "Term"). Either Party may terminate this Agreement, effective immediately, at any time upon written notice to the other Party.
- 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.
- 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 Equipment Price; (iii) the return of any Equipment 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 Equipment Purchase of Supplier Equipment to any Customer.
- 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 a safe care as it would keep its own, similar confidential information.
- 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.
- 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 Rental Disputes; or (iv) any cost arising from any Claims brought against Company for any reason by any party in connection with Supplier, any Supplier Equipment, any Equipment Rental or Equipment Purchase, any Customer who makes or attempts to make any Reservation for Supplier Equipment, any Customer who uses any Supplier Equipment 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.
- 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 Equipment 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.
- 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.
- Survival. The provisions set forth in Sections 2 (Taxes), 4 (Representations and Warranties), 5 (Customer Disputes), 6 (Confidential Information), 7 (Proprietary Rights), 8 (Indemnification), 9 (Limitation on Liability), 10 (Disclaimer of Warranties), 12 (Governing Law; Jurisdiction), and this Section 11 shall survive any termination of this Agreement.
- 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.
- 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.
- 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.
- 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.
- Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original.
- Parts and Light Equipment Purchases. The process is as follows:
- Customer places an order on the Website
- Supplier is notified of order details: customer name, address, product(s) ordered, and payout amount
- Supplier drop ships product(s) directly to customer as fast as possible
- Gearflow pays out Supplier on the product(s) price less company’s commission basis (9.75% + 2.9% credit card fee) or on a wholesale pricing basis
- The Return and Warranty policies of the Supplier apply to all Gearflow orders and are shown transparently on product pages
- Commission Fees are subject to change at any time, for any reason, in Company’s sole discretion.
If you wish to contact us regarding (i) information on our products and services, (ii) permission to reproduce or use any Content on the Site, (iii) notices of claimed infringement under the DMCA, or (iv) any other reason, please contact:
318 W Adams St, Ste 1711
Chicago, IL 60606