This Retail Sales Agreement (the “Agreement”) is entered into as of the Effective Date between CQC Tactical Airsoft (“CQC”) and the retailer identified in this application (the “Retailer”). In consideration of the mutual promises in this Agreement, the parties agree as follows.
1. Appointment and Authorized Products
CQC appoints Retailer, on a non-exclusive and revocable basis, to purchase for resale only those products that CQC elects to make available to Retailer from time to time (the “Products”). Retailer may sell Products only through the approved retail locations and approved sales channels listed in Schedule A. No territory, product line, exclusivity, or continuing supply commitment is granted unless CQC confirms it in writing.
2. Retail Standards and Product Knowledge
Retailer will maintain its premises, online storefronts, customer service, merchandising, and sales practices to a professional standard consistent with the responsible sale of airsoft and tactical products. Retailer will ensure that personnel selling Products are appropriately trained and familiar with product use, safety information, applicable age restrictions, and CQC policies. A serious or repeated failure to maintain these standards is a material breach.
3. Intellectual Property and Non-Infringing Goods
Retailer will not sell, display, promote, or distribute counterfeit goods or goods that infringe any trademark, trade dress, copyright, patent, or other intellectual property right of CQC, its affiliates, suppliers, or any third party.
4. CQC Names, Trademarks, Logos, and Advertising
Retailer may not use CQC’s names, trademarks, logos, photographs, product copy, or other brand assets without prior written approval. All approved use must follow CQC’s current brand and advertising standards. Retailer must promptly correct or remove advertising that CQC reasonably determines is inaccurate, unlawful, misleading, unsafe, or damaging to CQC or a supplier brand.
5. Product Availability, Pricing, and Promotions
CQC may determine or change the Products, quantities, allocations, wholesale prices, availability, and account eligibility offered to Retailer. Prices may change without prior notice before an order is accepted. Consumer coupon codes, loyalty rewards, promotional credits, free-shipping offers, and other retail-site promotions do not apply to wholesale pricing unless CQC expressly states otherwise in writing.
6. Initial Order and Annual Purchase Commitment
To activate wholesale pricing, Retailer must place an initial order of at least $1,000 CAD within seventy-two (72) hours after account approval. Retailer also agrees to purchase at least $50,000 CAD of Products during each rolling twelve-month period. Taxes, shipping, duties, fees, credits, refunds, cancelled items, and returned goods do not count toward the minimum. CQC may review, suspend, re-price, or close an account that does not meet these requirements. Any waiver must be in writing and applies only to the specific period waived.
7. Minimum Advertised Price and Supplier Policies
Some Products may be subject to a supplier’s Minimum Advertised Price (“MAP”) policy, selective distribution rules, marketplace restrictions, or other brand requirements. CQC will make applicable policies available where reasonably practicable. Retailer is responsible for complying with all policies that apply to Products it acquires. A breach may result in cancellation, loss of access to affected Products, suspension, or termination.
8. Orders, Payment, Verification, and Taxes
Orders must be paid in full when placed unless CQC approves written credit terms. CQC may accept payment methods shown at checkout or otherwise approved in writing, may conduct fraud or identity checks, and may require a different payment method or supporting documentation. Retailer must provide accurate billing, shipping, business-registration, and tax information and is responsible for all applicable taxes, duties, brokerage, shipping, and governmental charges unless the invoice states otherwise. Retailer will not make an unapproved cash deposit into any CQC bank account. CQC may decline or cancel any order before acceptance and will refund amounts paid for cancelled items.
9. Order Acceptance, Changes, Backorders, and Pre-Orders
An order is accepted only when CQC issues confirmation of acceptance or ships the Products. Retailer-requested changes or cancellations after submission require CQC’s written approval and may be refused. Unless CQC agrees otherwise, online orders will be shipped and may not be converted to pickup orders. CQC may cancel and refund unavailable or backordered items. Pre-orders will ship when available, but estimated dates are not guarantees; CQC may cancel and refund a pre-order, and Retailer may request cancellation before shipment subject to any disclosed non-refundable deposit or special-order term.
10. Shipping, Delivery, Title, and Risk
Shipping dates are estimates. Unless an invoice states different Incoterms or delivery terms, title and risk of loss pass to Retailer when the shipment is delivered to the address provided by Retailer. Retailer is responsible for ensuring that its receiving address, warehouse, freight forwarder, and authorized recipient are accurate and secure. CQC is not responsible for delay caused by carriers, customs, government action, labour disruption, severe weather, wildfire, road closure, supply interruption, or another event beyond CQC’s reasonable control.
11. Inspection and Claims
Retailer must inspect each shipment promptly. Claims for visible shipping damage, shortages, incorrect items, or other shipment discrepancies must be reported in writing within seven (7) calendar days after delivery, with photographs, packaging, serial numbers where applicable, and other reasonably requested evidence. A lost or undelivered shipment must be reported within fifteen (15) calendar days after the ship date or promptly after the carrier’s expected-delivery window, whichever is later. Delivery to Retailer’s warehouse or freight forwarder counts as delivery to Retailer. Failure to report within these periods may bar the claim to the extent permitted by law.
12. Limited Business-to-Business Product Warranty
CQC warrants to Retailer only that, at delivery, Products will substantially conform to CQC’s or the manufacturer’s published specifications. Warranty coverage does not apply to ordinary wear, cosmetic variation that does not affect function, consumables, complimentary batteries or accessories, products sold as used/open-box/clearance/as-is, or defects caused by abuse, misuse, neglect, improper storage, unauthorized testing, tampering, incorrect installation, disassembly, repair, modification, accident, use contrary to instructions, or use outside stated specifications. Unless CQC or the manufacturer agrees otherwise in writing, installation of an internal upgrade or replacement part ends warranty coverage for that installed part and any damage caused by installation. This warranty is for the original Retailer and does not create a direct warranty from CQC to Retailer’s customer.
13. Exclusive Warranty Remedy
Subject to applicable law, Retailer’s exclusive remedy for a valid warranty claim, and CQC’s exclusive obligation, is for CQC, at its option, to repair the Product, replace it with the same or a reasonably equivalent Product, issue account credit, or refund the price Retailer paid for the affected Product.
14. Returns and Return Merchandise Authorization
Every return requires CQC’s prior written approval and a valid Return Merchandise Authorization (“RMA”) number. Products must be returned in the approved condition, packaging, and time period, with all components and documentation. Unauthorized, refused, incomplete, used, damaged, or non-defective returns may be rejected or subject to shipping charges and a reasonable restocking fee disclosed or approved before processing. Special-order, clearance, consumable, hygienic, custom, and final-sale items are non-returnable except where required by law or expressly approved by CQC.
15. Low-Cost and Replacement Products
To the extent permitted by law, airsoft guns priced below $60 CAD, complete gearboxes sold as replacement or reinforcement assemblies, complimentary batteries, and goods clearly identified as final sale or as-is are sold without CQC’s limited business-to-business warranty, except that CQC will honour any non-excludable legal obligation and any transferable manufacturer warranty expressly provided with the Product.
16. Disclaimer of Other Warranties
Except for the express limited warranty in this Agreement and any warranty that cannot lawfully be excluded, CQC makes no other representation, warranty, condition, or guarantee, express, implied, oral, statutory, arising from trade usage, course of dealing, or otherwise, including any implied warranty or condition of merchantable quality, fitness for a particular purpose, title, or non-infringement.
17. Limitation of Liability
To the maximum extent permitted by law, CQC and its suppliers, owners, directors, officers, employees, contractors, and agents will not be liable for lost profits, lost revenue, loss of use, business interruption, loss of data, reputational harm, or any indirect, incidental, special, punitive, exemplary, or consequential damages arising from the Products or this Agreement, even if advised that those damages were possible. CQC’s total aggregate liability arising from a Product will not exceed the price Retailer paid CQC for that Product. Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited.
18. Legal Compliance, Safety, and Responsible Sale
Retailer will comply with all federal, provincial, territorial, municipal, and other laws, regulations, bylaws, licensing rules, age requirements, marking requirements, transport restrictions, safety rules, and consumer-protection obligations that apply to its business or the advertising, possession, storage, sale, transfer, export, or use of Products. Retailer is solely responsible for determining whether a Product may lawfully be sold or delivered in a particular jurisdiction and for providing appropriate customer warnings and safe-handling information.
19. Authorized Purchasers and Age
Retailer represents that every person authorized to order or receive Products for its account is at least eighteen (18) years old, has authority to bind Retailer for the relevant transaction, and is listed in Schedule B or otherwise authorized in writing. Retailer is responsible for account security and all activity performed through its credentials until it notifies CQC of suspected unauthorized access.
20. Export, Import, and Controlled Goods
Retailer will not export, re-export, import, divert, transfer, or resell any Product, technical data, or service contrary to Canadian law, the law of the destination, applicable sanctions, export-control requirements, supplier restrictions, or any U.S. controls that lawfully attach to U.S.-origin goods. Retailer is responsible for obtaining required permits, licences, certificates, and government authorizations. CQC may refuse a transaction that presents a compliance risk.
21. Indemnity
To the maximum extent permitted by law, Retailer will indemnify, defend, and hold harmless CQC and its suppliers, owners, directors, officers, employees, contractors, and agents from third-party claims, losses, liabilities, penalties, damages, and reasonable legal costs arising from Retailer’s breach of this Agreement, unlawful or misleading advertising, negligence or wilful misconduct, modification or misuse of Products, failure to provide required warnings, or sale, delivery, installation, operation, or use of Products, except to the extent caused by CQC’s proven negligence or wilful misconduct.
22. Term, Suspension, Termination, and Inventory
This Agreement begins on the Effective Date and continues until terminated. Either party may terminate it on thirty (30) days’ written notice. CQC may suspend orders or terminate immediately for material breach, non-payment, fraud, safety or legal risk, misuse of brand assets, repeated MAP violations, insolvency, or conduct reasonably likely to harm CQC or a supplier. On termination, Retailer must stop representing itself as authorized by CQC and, on request, return CQC-owned promotional materials. CQC may, but is not required to, offer to repurchase saleable inventory; any repurchase requires written terms and may be subject to inspection, shipping charges, and a reasonable restocking deduction.
23. Confidentiality and Account Information
Wholesale pricing, non-public product availability, discount structures, account limits, supplier information, and other non-public commercial information disclosed by CQC are confidential. Retailer will use them only for its relationship with CQC and will not disclose them except to personnel or professional advisers who need to know and are bound by confidentiality obligations. This clause does not apply to information that is public through no breach, independently developed, lawfully received without restriction, or required to be disclosed by law.
24. General Terms
Retailer may not assign this Agreement without CQC’s prior written consent. CQC may assign it to an affiliate or successor to its business. Notices must be in writing and delivered to the addresses or emails in Schedule C; notices to CQC may be sent to Sales@cqcairsoft.com unless CQC designates another address. This Agreement, its schedules, accepted purchase orders, invoices, and incorporated written policies form the entire agreement concerning the authorized-retailer relationship. If terms conflict, a signed amendment controls, followed by this Agreement, then an accepted order or invoice, then incorporated policies. Amendments and waivers must be in writing. If a provision is unenforceable, it will be limited or severed without affecting the remainder. Failure to enforce is not a waiver. Electronic signatures and counterparts are effective. This Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The parties attorn to the exclusive jurisdiction of the courts located in British Columbia, unless applicable law requires otherwise.
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