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VIP Terms and Conditions

Subscription Agreement and Terms and Conditions 

This Subscription Agreement and Terms and Conditions (“Agreement”) is entered into by and between AB Custom Distributors, LLC (“Company”) and the subscriber (“Subscriber”) as of the date of acceptance of this Agreement.

 

1. Subscription Terms

1.1 Discount

Subscriber shall receive a fifty percent (50%) discount on all items purchased under this Agreement, applied to the standard retail price as listed by the Company at the time of order.

1.2 Minimum Spend

Subscriber agrees to a minimum monthly spend of ten thousand dollars ($10,000) before the application of the 50% discount. After the discount, the minimum monthly spend obligation shall be five thousand dollars ($5,000). This minimum spend is mandatory for each calendar month during the Term (as defined below).

1.3 Term

The term of this Agreement shall be twelve (12) months, commencing on the date of execution of this Agreement (“Effective Date”) and ending on the twelfth (12th) month thereafter (“Term”). The pricing, including the 50% discount and minimum spend requirements, is guaranteed and locked for the duration of the Term, subject to the terms of this Agreement.

1.4 Order and Delivery

  • Orders must be placed by Subscriber no later than the twentieth (20th) day of each calendar month to guarantee delivery by the last business day of that month.
  • Orders placed after the 20th may be processed at the Company’s discretion, with no guaranteed delivery by month-end.
  • All orders are subject to product availability and the Company’s standard order processing procedures.

2. Payment Terms

2.1 Invoicing

The Company shall invoice Subscriber monthly for all orders placed, reflecting the 50% discount and ensuring the minimum spend requirement of $5,000 (post-discount) is met. Invoices shall be issued upon order confirmation.

2.2 Payment Due

Payments must be made prior to delivery or via Cash on Delivery (COD) terms. Subscriber shall ensure full payment is received by the Company before shipment or at the time of delivery, as applicable, via ACH or cash for COD.

2.3 Non-Payment

Failure to make payment prior to delivery or at the time of COD may result in delayed or canceled delivery. The Company reserves the right to suspend further orders until all outstanding payments are settled.

 

3. Termination

3.1 Term Commitment

The Agreement is binding for the full 12-month Term. Early termination by Subscriber is not permitted except as provided in Section 3.2.

3.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

3.3 Effect of Termination

Upon termination or expiration of this Agreement:

  • Subscriber shall pay all outstanding invoices and any minimum spend obligations for the month in which termination occurs.
  • The 50% discount shall no longer apply to any orders placed after the termination date.

 

4. General Provisions

4.1 Force Majeure

The Company shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, or supply chain disruptions.

4.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New York State, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Buffalo, New York.

4.3 Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral, relating to the subject matter herein. Any amendments to this Agreement must be in writing and signed by both parties.

4.4 Assignment

Subscriber may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets.

4.5 Notices

All notices under this Agreement shall be in writing and delivered via email, certified mail, or courier to the addresses provided by each party at the time of execution.

4.6 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

 

5. Acceptance

By checking the box or otherwise indicating acceptance (e.g., via electronic confirmation), Subscriber acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement.