Reseller Agreement and MAP Policy
Gymreapers Reseller Agreement and Minimum Advertised Price (MAP) Policy
1. Purchase and Sale
Customer agrees to purchase from Gymreapers, and Gymreapers agrees to sell to Customer, the products listed in Schedule A ("Products"). Orders will be placed via purchase orders. Terms not explicitly agreed to by both parties in writing will not apply.
2. Right to Resell Products
Customer may resell Products only in their own or their clients' brick-and-mortar locations. Gymreapers reserves the right to request Customer to cease sales at any time. Unauthorized servicing, modifying, or altering of Products is prohibited. Customer warranties beyond Gymreapers' are not honored.
3. Internet Sales Prohibited
Customer is strictly prohibited from advertising or selling Gymreapers Products online.
4. Price, Payment Terms, Shipping
- Prices are listed in Schedule A.
- Delivery: EXW Gymreapers's facility (Incoterms® 2020), freight prepaid and added.
- Gymreapers may terminate the Agreement and seek reimbursement for collection costs.
5. Delivery
Gymreapers will use commercially reasonable efforts to meet delivery dates. Delay notifications will be provided. Customer refusal to accept delivery incurs storage fees, and after 4 weeks, forfeiture without relief from payment obligations.
6. Title and Risk of Loss
Title transfers after full payment. Risk of loss transfers upon delivery to carrier (EXW).
7. Inspection, Complaints, Warranty
- Inspection must occur within 24 hours of receipt.
- Defects must be reported within 5 business days.
- Remedies are limited to replacement or refund.
- Gymreapers warranties are as set forth in:
- No implied warranties are given.
8. Limitation of Liability
Liability is limited to:
- The product price or
- The amount covered by insurance.
No liability for indirect or consequential damages.
9. Indemnification
Each party indemnifies the other against third-party claims arising from negligence, willful misconduct, or IP infringement. Gymreapers may modify or discontinue infringing Products.
10. Force Majeure
No party is liable for failure to perform due to uncontrollable events (e.g., natural disasters, strikes, war).
11. Intellectual Property
Gymreapers retains all IP rights.
12. Termination
Agreement auto-terminates after one year. Either party may terminate immediately if:
- Breach occurs and is not cured within 5 days.
- Bankruptcy or insolvency.
- Payment failure or events in Sections 4, 5, 10.
13. Applicable Law and Venue
- Governing Law: Idaho
- Venue: State/federal courts in Boise, Idaho
- Prevailing party entitled to attorneys' fees.
14. Miscellaneous
- Sections 8, 9, 11, 12, and 13 survive termination.
- Invalid provisions are replaced with valid ones of similar intent.
- Amendments require written consent.
- No assignment without consent.
- Entire agreement; supersedes prior agreements.
- Electronic signatures are binding.
Gymreapers Minimum Advertised Price (MAP) Policy
Policy Overview
Gymreapers LLC has adopted this Minimum Advertised Price Policy ("MAP Policy") applicable to all Gymreapers resellers.
This policy is designed to:
- Preserve the premium positioning of the Gymreapers brand
- Protect reseller margins
- Prevent channel conflict
This policy is unilateral and non-negotiable.
Scope of Policy
The MAP Policy applies to all advertised pricing of Gymreapers products ("Products"), as outlined in Schedule A, which may be updated periodically at Gymreapers’ sole discretion.
It applies to all media formats, including:
- Print and digital mailers
- Brochures, coupons, ads (TV, radio, digital)
- Websites, ecommerce platforms, search engine listings
- Social media and affiliate networks
Note: Online listed prices must comply with MAP. Discounts applied at checkout based on loyalty or purchasing history are permitted.
Reseller Autonomy
Resellers may:
- Set their own resale prices
- Choose not to follow this policy (at their risk)
Gymreapers may, without liability:
- Suspend supply of non-compliant Products
- Terminate reseller relationships
- Request return of Products
Confidentiality and Changes
- Terms are confidential
- Gymreapers may modify, suspend, or terminate this policy at any time
For questions, contact: sales@gymreapers.com
Schedule A: Products & Pricing
The full list of products, SKUs, MAP pricing, wholesale costs, and margins is available in the Gymreapers Retail Portal. This information will be provided to the Customer upon approval as a verified reseller.