OLLIIX / JLA STANDARD DEALER AND CUSTOMERS AGREEMENT
This Standard Dealer and Customers Agreement is between E & E CO., LTD. d/b/a’s JLA and Olliix [herein, “Olliix”; “JLA” and “E&E”] a California corporation having offices located at 45875 Northport Loop East, Fremont, CA 94538 and your company (herein, “Dealer”).
By signing and submitting to E&E and/or by clicking the “AGREE” button below, the Dealer’s agrees to accept responsibility for all the Dealer’s transactions whether authorized directly or through its principal(s), agents, employees, representatives, independent contractors and/or any other person(s) acting on Dealer’s behalf and Dealer agrees to abide by all terms and conditions set-out herein.
Note: terms and conditions are periodically updated to this Dealer Agreement and become valid and effective when published on this webpage. Dealers will periodically review these terms and conditions to ensure that they are in compliance.
Non-Disclosure
Dealer agrees and warrants that it will not disclose its Olliix account number or password to anyone other than its authorized agents, employees, representatives and/or independent contractors. Dealer guarantees payment of all transactions that are authorized by Dealer or Dealer’s agents, employees, representatives, independent contractors and/or any other person(s) acting on Dealer’s behalf.
Payment
If by Credit Card or PayPal:
Dealer Authorizations create product holds.
Olliix will not charge Dealer until the authorized order ships.
Funds must be available when order ships.
Failure of Dealer to pay amount owed and due constitutes a breach of this Agreement.
Handling Fee:
All Dealers placing orders with a subtotal of $250.00 or under will be charged a handling fee of 8%. There are two Dealer designations with regard to handling fee:
Dealers who purchase less than $5000 annually and are not using Olliix to Stock their warehouses, floor rooms, etc. are designated Standard Pricing Dealers.
Dealers who purchase more than $5000 annually are designated Stocking Price Dealers and often stock items in their own warehouses, floor rooms, etc. Standard Pricing Dealers will be charged a handling fee of 8% on all orders, regardless of subtotal, until the Dealer reaches $5000 net purchasing in that calendar year, after which the 8% handling fee will be waived for the rest of the calendar year on Dealer’s orders exceeding $250.00.
On Account/Terms:
All invoices are payable within 30 days of receipt.
Invoices are generated at time of shipment.
Credit memos may be applied to the invoice that a Dealer will be credited against.
Dealer’s failure to pay its account in a timely manner will result in revocation of their account and Olliix’ pursuit of the amount that the Dealer owes, both the amount in arrears and any other amount owed, by means of the legal system and/or collection service.
All extra charges related to re-routing fees, extra-item charges, lift-gate, etc. that were not paid when the order was placed must be paid by Credit Card.
Detention Charges:
When shipping an order as prepaid LTL (less than truckload) shipping via LTL carrier, Dealer must be aware that they have 15 minutes to offload an order from the time the delivery carrier arrives. When a carrier is detained longer than 15 minutes, detention fees will accrue that are the responsibilities of the Dealer to pay.
Wire Transfers:
At this time, wire transfers are only available to International Dealers.
Reimbursements:
Olliix will not reimburse for any receiving costs that are associated with the delivery of Dealer’s items/goods regardless of whether or not a defective/damage claim is, or may be, made. Olliix will not pay any of Dealer costs incurred for the offloading of their goods.
Olliix is not responsible for delays in shipment when there is a payment issue involved.
Shipping Term:
FOB Origin.
Damaged or Defective Items
Olliix has policies and procedures in place that must be followed when the Dealer has a defective or damaged product claim. Olliix requires proof of damage and/or defect; a confirmation that the item was donated or destroyed; determination from Dealer as to preference of receiving a refund, replacement or credit. Dealers agree to work with their customers to provide the Dealer with necessary information about damaged and/or defective products, specifically, photos, explanations, descriptions and confirmations, which the Dealer can then provide to Olliix to assist processing of Dealer’s refund, replacement or credit. Notwithstanding, all Dealers must report Damage or Defective product claims to Olliix within 30-days of receipt of products, otherwise the Dealer’s claim is voided.
Guidelines for Ecommerce Accounts on Olliix
- Dealer will enter their own orders.
- Return Authorizations: All Ecommerce accounts should generate their own RA’s for returns unless there is a damaged or defective issue in play. Training on generating an RA can be provided. If there is a damaged or defective issue, please contact Customer Service at cs@olliix.com.
- Ecommerce Accounts may use a packing slip for their orders. The shipping label will appear as though the order is coming from Olliix.
- Olliix does not offer images for Ecommerce accounts. All images on Olliix are Hi-Res that Dealer’s may download from Olliix website.
- Once a Dealer reaches the purchasing threshold, Olliix will present to them the options of Mass Upload and/or EDI ability. Mass Upload and/or EDI will also allow them the extra benefit of image services and customized packing slip.
JLA and OLLIIX Advertised Pricing Policy
Licensed Brands
Resale Restrictions on Products Branded with Licensed Trademarks
E&E’s Licensed Trademarks (Brands) listed below have the following resale restrictions, specifically: none of these brands may ever be white-labeled (rebranded) and only* Olliix Dealers who own websites are permitted to sell these brands on that/those directly-owned online store(s).
* Notwithstanding, JLA is the only seller that may offer these licensed brands through JLA’s customer websites and, even then, no product under any of these Licensed brands may ever be white-labeled.
When promoting products under Licensed brands or brands that are classified as Licensed, E&E requires that retailers promote with good discretion to help maintain the integrity of the brands. Accordingly, never advertise products that are under a Licensed brand below15%-20% off the suggested retail price, with the exceptions of “C”/discontinued items and Olliix approved special promotions, both of which may exceed the Licensed brand 20% limit.
As a reminder, under no circumstances are Licensed Brands allowed to be White Labeled.
All Licensed Brand products must be presented and sold in strict accordance with the terms of the respective License Agreements; so, if ever in doubt, ask OLLIIX management.
Licensed Brands
Beautyrest Josie by NatoriMartha StewartN NatoriNatoriSertaSharper ImageWoolrich
Ecommerce and House Brands
For brands that are classified as Ecommerce or House Brands, E&E requires that all on-line retailers, and also retailers selling E&E stock Products/Item #’s with an on-line presence, must maintain advertised prices, i.e. advertised prices that are within MAP parameters, in order to promote healthy margins and maintain a standard level of fair market value. Retailers that advertise E&E product at prices too low damage the brand, adversely affect colleague retailers and reduce the value and integrity of the product and associated brand. Therefore, in the event that E&E discovers that a retail colleague is advertising product at prices below minimum advertised price ranges, E&E may invoke its right to discontinue offering that product / item to that retailer. Moreover, for the rare case of gross abusers of Olliix MAP, a Dealer risks being suspended from further business transactions with Olliix.
Nonetheless, once a product pattern is discontinued, retailers are free to advertise at whatever price point the retailer feels is appropriate to maximize sales and margin. Please check with your sales representative if you have questions on Suggested Retails or Active versus Discontinued SKUS.
Retailers that maintain a brick & mortar storefront as well as a website are allowed to post E&E items on selected marketplace websites, however reasonable pricing must be maintained as set forth herein. In addition, no buyer of E&E goods are allowed to ship orders to any 3rd party logistic centers for purpose of selling on marketplaces or sites other than their owned website.
If you feel you have a unique situation that pertains to marketplace sales, please contact your sales representative and this will be discussed with E&E ecommerce senior management.
You are an appreciated colleague and we look forward to the growth of your business just as we do our own.
Ecommerce and House Brands
Classic ComfortComfort SpacesCroscillCroscill ClassicsCroscill HomeCrocill CasualsHarbor HouseHampton HillHome EssenceHome Essence ApartmentInk+IvyID Intelligent Design Liquid CottonMadison ClassicsMadison ParkMadison Park EssentialsMadison Park PureMadison Park SignatureMi-Zone Mi-Zone KidsPeak PerformancePremier ComfortProtechSleep PhilosophySoft TouchSoloftStyle LabTrue NorthUrban HabitatUrban Habit KidsWonder Wool
Restricted Marketplaces and Practices
At no point is the posting/advertising of E&E/JLA brands (whether National or House) permitted at Walmart.com or Amazon.com marketplace. Dealers (Customers) who do not have both a Brick & Mortar and online store are not permitted to post any items whatsoever to online marketplace websites such as Amazon, Walmart, Ebay, Sears, Jet, and other online marketplaces. No buyers of E&E goods are permitted to ship orders to any 3rd party logistic centers for purpose of selling on marketplaces or sites other than their own website store. [Note: this provision becomes effective 8/1/2023 but all other provision herein are immediately in effect.].
Dealers with physical storefronts (Brick & Mortar) and websites are authorized to post Olliix items on selected marketplace websites, however pricing must be maintained as set forth herein. A Dealer may never post (advertise) “E&E”, “JLA”, “Olliix” or any their associated national or house brands on Walmart.com or Amazon.com.
Any Dealer that does not conduct business both through a physical store and online store is not allowed to post items/products from any category to any of the following marketplace websites, Amazon, Walmart, Ebay, Sears, Jet, and any other marketplaces that exist today or in the future. In addition, no Dealer is allowed to ship orders to any 3rd party logistic center for purpose of selling on marketplaces or websites unless that marketplace or website is owned by that Dealer.
If you think that you have a unique situation that pertains to marketplace sales, contact your sales representative and discuss the situation. The sales representative will send your request to E&E ecommerce senior management for a determination.
In order to prevent JLA/Olliix from having a Dealer’s products taken down from an online store for unauthorized use of its intellectual property (trademark and/or copyrights), Dealers must notify JLA/Olliix of any fictitious business names the Dealer uses.
MAP Policy and Violations thereof
Minimum Advertised Price (“MAP”) policy for Olliix Dealers and JLA Customers must be followed. Price Sheets will periodically be distributed and Dealers and Customers are expected to adhere to those advertised pricing parameters until they change.
A Dealer or Customer’s first MAP violation will result in a Written Notice requiring them to immediately raise retail advertised price(s) on those items listed below MAP policy to bring it into conformity with current MAP for that/those products. The second violation will result in a Final Written Notice and the cited Dealer / Customer must raise the cited product advertised retail price(s). MAP violations after the Final Written Warning may result in immediate suspension of the violating Dealer / Customer.
Dealers / Customers who receive a MAP violation notice have three (3) business days to bring the violating products into MAP compliance. If 3 business days have passed and the MAP violating retailer has failed to adjust its prices that are below MAP to bring them into compliance, E&E may suspend that Dealer and/or discontinue offering non-compliant retailers those SKUs that the retailer remains in violation of MAP. Egregious violations of MAP will result in the suspension of the Dealer’s E&E/Olliix Dealership. Under some circumstances, a retailer may have ‘lost’ SKUs reactivated by providing sufficient assurance of future compliance with MAP policy.
Special Circumstances
Periodically, E&E will discontinue patterns. Once a pattern is discontinued, the minimum advertised price requirement will be removed and retailers are free to advertise the affected SKUs at whatever price point retailers determine is best for their individual situation. Check with your sales representative if you have questions concerning Suggested Retails or Active versus Discontinued Skus.
Olliix-sourced furniture products are not commercially rated; therefore, use of furniture products in a commercial setting voids the 1-year Limited Manufacturer Warranty.
Olliix is not responsible for delays in shipment when there is a payment issue involved.
Dispute Resolution:
In the event that a dispute between Olliix and a Dealer arises related to obligations under this Agreement and the dispute cannot be resolved between Olliix and a Dealer, the Parties may resort to the legal system. All Dealers and Olliix agree that if the legal system is resorted to as a means of resolving a dispute, the manner of available dispute resolution shall be restricted to Arbitration unless Mediation is mandated or mutually agreed to by Dealer and Ollix. Olliix and Dealers waive all rights to a jury trial concerning any dispute arising out of the OLLIIX STANDARD DEALER AGREEMENT.
Olliix may periodically update terms of this Agreement as when brand and licensing status changes and when MAP and MAPP revisions are made.
