Arcadian Customer Agreement
Arcadian Outfitters®
Love Where You Live™
Retail Program Agreement
Parties: This Agreement is entered into by and between Arcadian Outfitters, LLC ("Arcadian"), an Idaho limited liability company, and the undersigned Retailer, effective as of the latest signature date below.
1. PROGRAM SUMMARY & DEFINITIONS
“Products” means Arcadian-branded headwear, patches, and related accessories. “Display” means Arcadian’s compact branded fixture provided for in-store use.
Arcadian provides premium, state-specific Products for resale through approved locations (“Approved Locations”). A compact branded Display may be installed to house Products. Retailer owns the Display and inventory after purchase but authorizes Arcadian or its merchandiser to maintain, clean, photograph, and restock under Arcadian’s vendor-managed model. Arcadian determines mix, quantity, and timing of refills to maximize sell-through.
2. ORDERS & REFILLS
Refills must be approved by the Retailer (owner or manager) via email, text, portal, or signed form. Upon approval, Arcadian selects the Products and refill schedule. Retailers may not set SKU or dollar limits.
Free ground shipping is included within the contiguous U.S.; expedited shipping is billed to Retailer. Products are deemed accepted unless defects or shortages are reported within 5 business days of delivery.
3. PRICING & PAYMENT
Arcadian publishes wholesale, MAP (Minimum Advertised Price), and MSRP. Retailers must follow MAP in all public advertising.
Payment: Net 30 with approved credit; otherwise prepaid. Late balances accrue 1.5% monthly interest or the maximum legal rate. Retailer agrees to pay all invoices when due. Arcadian may suspend shipments or terminate this Agreement for nonpayment or repeated late payment.
4. DISPLAY & BRAND CARE
Displays are exclusively for Arcadian Products; Retailer may not place, attach, or stock any non-Arcadian items on or around the Display.
Retailer shall:
· Keep Displays visible, clean, and unobstructed
· Maintain safe placement
· Grant Arcadian or its merchandiser access for service, cleaning, or restocking.
· Assume responsibility for loss, theft, or damage to the Display or inventory while on premises.
5. RETURNS & CREDITS
Credits or exchanges are only for verified defects, shipping errors, or mis-ships. Arcadian may, at its discretion, exchange slow-moving Products to optimize performance. Credits are not issued if Retailer ends participation or removes the Display.
Total credit value may not exceed the related invoice. Returned items must be clean, tagged, and resellable.
6. MERCHANDISING SERVICE
Merchandisers visit approximately every 4–6 weeks to clean, organize, photograph, and report inventory. Retailer authorizes Arcadian to collect in-store photos and data for internal use and quality assurance.
7. SALES CHANNELS & MAP COMPLIANCE
Products may be sold only at Approved Locations. Online or marketplace sales (Amazon, eBay, etc.) require Arcadian’s prior written consent. MAP or channel violations may result in immediate suspension or termination.
8. WARRANTY & LIABILITY
Arcadian warrants Products against manufacturing defects for 90 days from invoice. Arcadian’s total liability is limited to the amount paid by Retailer for affected Products in the prior 12 months. Arcadian is not liable for indirect or consequential damages.
9. INDEMNIFICATION
Retailer agrees to indemnify and hold harmless Arcadian and its affiliates from any claims, losses, or expenses arising from Retailer’s negligence, misuse, or breach of this Agreement.
10. FORCE MAJEURE
Neither party is liable for delays or non-performance due to causes beyond reasonable control, including natural disasters, labor actions, or supply chain disruptions.
11. TERM, TERMINATION & ASSIGNMENT
This Agreement remains in effect until terminated. Either party may terminate with 10 days’ written notice. Arcadian may terminate immediately for non-payment, MAP violations, or material breach.
This Agreement renews automatically on a year-to-year basis unless terminated. No exclusivity or assignable rights are granted. Retailer may not transfer or assign this Agreement without Arcadian’s written consent. Governing Law: Idaho.
© Arcadian Outfitters, LLC | Love Where You Live™ | www.arcadianoutfitters.com