Showing products available in Ohio
Wholesale Guru Inc. dba MK Distro
As a customer, I acknowledge and agree that I (hereinafter referred to as “I”, “me”, “Client” or “Customer”) am entering into a legally binding agreement with Wholesale Guru Inc. dba MK Distro (hereinafter collectively referred to as "MK Distro"). I understand and accept the following Terms and Conditions, which govern my customer application and business relationship with MK Distro.
"Goods" refers to the tangible products, merchandise, or items provided or offered by MK Distro as part of the business relationship with the Customer. It includes any physical goods, materials, or products that are subject to purchase, delivery, or transaction.
"Contract" refers to each individual agreement for the sale of the Goods to the Customer. The Contract is formed upon MK Distro's acceptance of the Customer's order, whether orally, in writing, or by the delivery of the Goods. The Contract is created solely based on such acceptance and is subject to these Terms and Conditions.
By utilizing the designated electronic signature platform provided by MK Distro, I acknowledge and affirm that my electronic signature holds the same legal weight and enforceability as a handwritten signature. I understand and agree that the use of the designated electronic signature platform is a convenient and efficient means of signing and submitting documents electronically. I recognize that this electronic signing method does not diminish the legal validity or enforceability of the signed documents, ensuring that they are legally binding and admissible in accordance with applicable laws and regulations. I acknowledge that the Primary Contact and any Authorized Representatives are a duly authorized representatives of the Customer with all authority and due authorization to execute any Contract on behalf of the Customer.
I acknowledge that it is my responsibility to carefully review all documents before electronically signing and submitting them. I agree to ensure the integrity and accuracy of the information provided during the electronic signing process. I represent and warrant to MK Distro that each Contract (including these Terms & Conditions) constitutes a legal, valid, and binding obligation of the Customer, enforceable against the Customer in accordance with its terms.
I understand and agree that all sums due from me as the Customer in respect of each delivery shall be invoiced on dispatch. I acknowledge that all invoices issued by MK Distro must be paid in full, without any set-off or deduction, unless expressly agreed in writing by MK Distro, on the due date specified on the invoice. I further acknowledge that no anticipation or prompt pay discount may be taken on invoices paid prior to their due date.
During any period in which sums due by me as the Customer to MK Distro on any Contract remain unpaid after the due date, I understand that MK Distro shall be entitled to suspend my account.
I acknowledge that all sums due from me to MK Distro under any Contract shall bear interest from the due date until payment is made in full, at the highest rate allowed by applicable law.
I am aware that MK Distro reserves the right to impose a credit limit on me as the Customer, and that MK Distro may amend such credit limit from time to time. I understand that MK Distro shall be entitled to suspend deliveries of Goods to me if, and for the period of time during which, any credit limit may be exceeded.
I represent to warrant to MK Distro that, as of the date of this Customer Application and as of the date of each Contract, that the Customer is not insolvent and that all financial information that the Customer has provided to MK Distro is true and accurate and fairly represents its financial condition in all material respects.
If any payment is returned, rejected, dishonored, or otherwise not processed due to insufficient funds, stop payment orders, closed accounts, a credit card chargeback, or any other reason, MK Distro reserves the right to, and the Customer agrees that MK Distro shall be entitled to, pursue all remedies available under the laws of the applicable jurisdiction. Such remedies may include, without limitation, the right to report such incidents to the appropriate authorities, including the District Attorney's office, and take appropriate legal action to recover the owed amount, any applicable interest, reasonable attorneys’ fees, collection costs, and any statutory penalties or damages permitted by law. I acknowledge that any returned or rejected checks or ACH transactions may result in additional fees, the suspension or termination of my account, and may affect my creditworthiness.
I acknowledge and agree that each delivery from MK Distro requires a minimum order value of $750, excluding Cigarettes, Phone Cards, and Drinks. This minimum order requirement is essential to ensure efficient operations and cost-effectiveness for both parties involved. Failure to meet the minimum order requirement may result in additional fees or the inability to process the order. MK Distro reserves the right to modify the minimum order requirement, with reasonable notice provided to customers. Any changes to the minimum order requirement will not affect orders already placed or in progress. It is the responsibility of the Customer to adhere to the minimum order requirements and plan their purchases accordingly to ensure timely and satisfactory fulfillment of their orders. MK Distro may, at its discretion, waive the minimum order requirement on a case-by-case basis, subject to mutual agreement between MK Distro and the Customer. Such waivers shall not create a precedent or obligation for future transactions. Customers are encouraged to consult with their designated MK Distro representative for any inquiries or clarifications regarding the minimum order requirements.
I understand that any delivery dates provided by MK Distro are estimates only, and the time of delivery shall not be considered essential unless expressly agreed upon in writing. MK Distro does not deliver to PO boxes or residential addresses.
I acknowledge and agree that MK Distro shall not be liable in any manner to me as the Customer for any non-delivery or late delivery of the Goods, regardless of the reason. I understand that MK Distro shall not be responsible for any loss, including but not limited to any direct or indirect consequential loss or lost opportunity, arising from any non-delivery or late delivery of all or any part of the Goods.
I understand that in the event that MK Distro is unable to fulfill the entire order due to supply issues or other circumstances beyond its reasonable control, MK Distro will exert commercially reasonable best efforts to fulfill the order to the fullest extent possible. I understand that there may be instances where MK Distro is unable to fulfill the order in its entirety. I acknowledge and agree that MK Distro shall not be held liable for any inability to deliver the complete order, and I understand that the invoice issued by MK Distro will be updated to reflect the actual amount of Goods delivered.
If I fail to accept delivery of the Goods, I acknowledge that the Goods shall be deemed to have been delivered, and the risk in the Goods shall pass to me. MK Distro shall arrange for storage and insurance of the Goods until delivery is completed and reserves the right to charge me for all costs incurred in connection with storage and insurance.
I understand and agree that, unless provided in writing by MK Distro, I am not entitled to cancel any order once it has been placed. MK Distro retains the sole discretion to grant or deny cancellation requests. In the event that MK Distro grants consent for order cancellation, I acknowledge and agree that the Goods must be returned to MK Distro in their original state as they were upon delivery. Any costs associated with the return of the Goods shall be borne by me as the Customer.
I understand that the cancellation of an order may be subject to additional terms and conditions as determined by MK Distro. I agree to abide by any specific requirements or instructions provided by MK Distro in the event of an approved cancellation.
I acknowledge and agree that MK Distro makes no representations or warranties, whether express or implied, other than those expressly stated in these Terms and Conditions. I understand that any descriptions, specifications, or information provided by MK Distro regarding the Goods or any other aspect of the business relationship are for general informational purposes only and do not constitute a representation or warranty unless specifically stated as such in writing by MK Distro.
I further acknowledge and agree that MK Distro does not make any warranties regarding the merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights with respect to the Goods. I understand that any usage of the Goods is at my own risk, and I am solely responsible for determining their suitability for all intended purposes.
I agree that any statements, recommendations, or advice provided by MK Distro or its representatives do not constitute warranties or guarantees, and I acknowledge that I have not relied on any such statements, recommendations, or advice in entering into this business relationship or making any purchasing decisions.
I acknowledge and agree that upon delivery of the Goods, the risk of loss or damage shall pass to me as the Customer. It is my responsibility to ensure the safekeeping and protection of the Goods from the time of delivery.
I understand and agree that MK Distro retains ownership of the Goods until full payment has been received. Until payment in full is made, I acknowledge that the Goods remain the property of MK Distro, as such I have granted MK Distro a purchase-money security interest in the Goods, and I hold them as a bailee.
I agree to take all necessary precautions to maintain the condition and security of the Goods. I will handle and store the Goods with due care, protecting them from theft, loss, or damage. Any loss or damage occurring after delivery shall be my sole responsibility.
I hereby undertake not to sell, transfer, encumber, or dispose of the Goods until full payment has been received by MK Distro. In the event of non-payment, I understand that MK Distro reserves the right to reclaim the Goods and pursue any legal remedies available to recover the outstanding amounts.
I acknowledge and agree that it is my responsibility as the Customer to inspect the Goods promptly upon delivery. At delivery, I shall carefully examine the Goods to ensure they conform to the agreed specifications, quantity, and quality. Any claims related to non-conforming Goods, including incorrect quantity, damaged Goods, or discrepancies, must be reported to MK Distro in writing at the time of delivery. Failure to provide such notice shall result in the waiver of any such claims.
In the event that I fail to inspect the Goods or to notify MK Distro of any non-conformities during delivery, I shall be deemed to have accepted the Goods in their delivered condition, and no further claims or remedies will be available to me.
I understand and acknowledge that any return or exchange of Goods requires the prior written consent of MK Distro. MK Distro reserves the right to determine the appropriate resolution, which may include repair, replacement, or refund, subject to the terms and conditions agreed upon between MK Distro and me.
I ACKNOWLEDGE AND AGREE THAT THE REMEDIES SET FORTH IN THIS SECTION ARE MY EXCLUSIVE REMEDIES FOR THE DELIVERY OF NON-CONFORMING GOODS.
I acknowledge and agree that MK Distro's liability under these Terms and Conditions shall be limited and exclusive. It shall replace and exclude all other liabilities, whether under any other warranties, conditions, or terms, express or implied, by law or otherwise. This limitation of liability applies to any claims, whether in contract, tort (including negligence), or any other legal theory, and includes any liability regarding the quality, condition, description, or fitness for any particular purpose of the Goods, to the maximum extent permitted by applicable law.
I UNDERSTAND AND ACCEPT THAT MK DISTRO SHALL NOT BE LIABLE TO ME FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES. THIS INCLUDES DAMAGES FOR LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SALE OF THE GOODS. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY ME OR COULD HAVE BEEN REASONABLY FORESEEN. IT APPLIES TO ALL LEGAL OR EQUITABLE THEORIES, INCLUDING CONTRACT, TORT, OR ANY OTHER BASIS FOR A CLAIM, AND IT REMAINS IN EFFECT NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY TO FULFILL ITS ESSENTIAL PURPOSE.
I acknowledge and agree that MK Distro's aggregate liability arising out of or related to the sale of Goods, whether arising from a breach of contract, tort (including negligence), or any other cause of action, shall not exceed the total amount of payments made by me to MK Distro for the Goods during the preceding six (6) month period, or $5,000, whichever is less. This limitation of liability shall apply regardless of the number or nature of the claims giving rise to liability.
I shall at all times comply with all laws, statutes, ordinances, regulations, rules, codes, orders, writs, injunctions, judgments, decrees, or other requirement or rule applicable to the operation of my business, each Contract (including these Terms and Conditions), my performance of its obligations thereunder and hereunder, and my use of the Goods; it being understood that I shall not engage in any activity or transaction involving the Goods, by way of shipment, use, or otherwise, that violates any law.
Without limiting the generality of the foregoing, I shall, at my own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct my business, including relating to the purchase, sale or use of the Goods. Specifically, I understand and acknowledge that it is my responsibility to ensure that all necessary licenses, including but not limited to the State E-Cigarette Retailer Permit and the State Cigarette and/or Cigars and Tobacco Products Taxes Permit, are renewed. License renewal is a crucial requirement to comply with relevant laws and regulations and maintain eligibility to conduct business with MK Distro. Failure to renew these licenses may result in the suspension or termination of my account. MK Distro may, from time to time, provide notice and reminders regarding license renewal deadlines as a courtesy, but it remains my sole responsibility to initiate and complete the renewal process within the required timeframe. MK Distro reserves the right to request updated copies of the renewed licenses to ensure compliance. It is essential that I promptly provide MK Distro with the renewed licenses upon receipt. MK Distro may keep the renewed licenses on file for the duration of our business relationship. I understand that the failure to renew licenses may result in legal consequences and jeopardize the continuity of my account with MK Distro. I am responsible for any fees or penalties associated with license renewal and will bear any costs related to non-compliance. Should any changes occur to the licensing requirements or procedures, MK Distro may communicate such updates, but it remains my responsibility to stay informed and adhere to the prevailing licensing requirements. I am encouraged to seek professional advice or consult with appropriate authorities to ensure compliance with all licensing obligations. MK Distro shall not be held liable for any losses, damages, or liabilities arising from my failure to renew the required licenses or comply with applicable licensing regulations.
I understand and acknowledge that MK Distro reserves the right to modify these Terms and Conditions at any time, at its sole discretion. MK Distro will provide notice of any modifications by reasonable means, such as email, website notification, or other forms of communication deemed appropriate by MK Distro. I understand that no modification of these Terms shall be effective and bind MK Distro in any manner whatsoever unless expressly agreed in writing by a duly authorized signatory of MK Distro.
I understand and agree that the supply of Goods by MK Distro does not grant me any ownership rights or rights to use MK Distro's intellectual property rights in any manner. I acknowledge that I shall not amend or modify any trademarks or logos of MK Distro appearing on or in connection with the Goods. Any specifications, plans, drawings, process information, patterns, designs, formulae, or other processes (collectively referred to as "Specifications") provided or disclosed to me in connection with the Goods shall remain the sole property of MK Distro or its licensors. I acknowledge that the supply of Goods does not grant me any ownership rights or rights to use the Specifications. I agree to keep all Specifications confidential and not disclose them to any third party. Upon request by MK Distro, I shall promptly return all Specifications to MK Distro.
I understand and acknowledge that any intellectual property rights associated with the Goods, including trademarks, copyrights, and patents, are the exclusive property of MK Distro or its licensors. I shall not acquire any ownership rights in such intellectual property or any rights or licenses to use such intellectual property rights unless expressly granted in writing by MK Distro.
I agree not to engage in any activities that may infringe upon MK Distro's intellectual property rights or the rights of any third party. I shall not reproduce, distribute, or modify any intellectual property belonging to MK Distro without obtaining prior written consent.
These Terms and Conditions will be governed and interpreted pursuant to the laws of the State of Texas, United States of America, notwithstanding any principles of conflicts of law. I specifically consent to personal jurisdiction in Texas in connection with any dispute between me and MK Distro arising out of these Terms and Conditions or pertaining to the subject matter hereof. The parties to these Terms and Conditions each agree that the exclusive venue for any dispute between the parties arising out of these Terms and Conditions or pertaining to the subject matter hereof shall be in the state courts in Dallas County, Texas and the federal courts in Dallas, Texas.
Any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, including their validity, interpretation, enforceability, or breach, shall be resolved through good faith negotiation between the parties. If the parties are unable to reach a resolution, the dispute shall be exclusively submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Texas, and the decision of the arbitrator shall be final and binding.
In the event of any dispute, controversy, or legal action arising out of or related to these Terms and Conditions between MK Distro and the Customer, both parties agree that the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses incurred in connection with such dispute or legal action. This provision applies to any proceedings, including arbitration, mediation, administrative proceedings, or court litigation, whether initiated by MK Distro or the Customer. The determination of the prevailing party and the reasonableness of attorney's fees shall be within the discretion of the court or arbitrator.
I understand and acknowledge that I am voluntarily waiving my right to a jury trial in any legal proceeding arising out of or related to these Terms and Conditions. I understand that this waiver of jury trial provision does not prevent me or MK Distro from seeking injunctive relief or any other equitable remedy in any court of competent jurisdiction.
MK Distro reserves the right to terminate or suspend my account at any time, with or without cause, at its sole discretion. Termination may result from factors including, but not limited to, non-payment, violation of these Terms and Conditions, suspicious account activity, or any other reason deemed necessary by MK Distro. MK Distro shall provide reasonable notice of termination or suspension, except in cases where immediate action is required to protect the interests of MK Distro or its customers. In the event of account termination or suspension, I agree to settle any outstanding balances and fulfill any remaining obligations to MK Distro. Upon termination, MK Distro may, at its discretion, restrict my access to its systems, services, or facilities, including online ordering portals, inventory management tools, or other resources.
I acknowledge and agree that any failure or delay by MK Distro in exercising or enforcing any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. The waiver of any specific right or provision must be made in writing and signed by an authorized representative of MK Distro.
The waiver of any particular breach of these Terms and Conditions shall not affect or limit the rights of MK Distro with respect to any subsequent or other breaches.
I understand and agree that I shall not assign, transfer, or delegate any rights or obligations under these Terms and Conditions without the prior written consent of MK Distro. Any attempted assignment, transfer, or delegation without such consent shall be null and void. If MK Distro approves in writing that a wholly owned subsidiary or other affiliate of the Customer may enter into a Contract subject to this Customer Application, I acknowledge and agree that I, as the Customer, and my affiliate will be jointly and severally liable for all obligations (including payment obligations) arising under such Contract.
MK Distro reserves the right to assign, transfer, or delegate its rights and obligations under these Terms and Conditions, in whole or in part, to any third party without my consent. I agree that MK Distro may freely assign, transfer, or delegate its rights and obligations, and such assignment, transfer, or delegation shall not release me from my obligations or alter the terms of the agreement.
In the event of an assignment, transfer, or delegation by MK Distro, the assignee, transferee, or delegatee shall assume all rights and obligations under these terms and conditions, and I shall continue to perform my obligations as required.
This Customer Application, together with the Terms and Conditions outlined herein and each Contract, constitutes the entire agreement between myself, as the Customer, and MK Distro, governing the business relationship and supersedes any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter herein.
Any conflicting or additional terms proposed by me in connection with the Goods or business relationship shall be deemed void and of no effect unless specifically agreed to in writing by MK Distro.
I confirm that I have obtained all necessary rights and permissions to allow MK Distro to process the business contact information provided by me or my personnel. I understand that it is my sole responsibility to ensure that any applicable data subjects have been informed and have given their consent, as required by applicable data protection laws, to permit MK Distro to engage in such processing activities.
I understand and acknowledge that MK Distro may contact me for marketing purposes by regular mail and email. MK Distro will provide me the opportunity to opt-out of email marketing by following the instructions in such email.
I understand and acknowledge that MK Distro will process the business contact information in accordance with applicable data protection laws and its Privacy Policy.
If I have given separate written consent and opted in, MK Distro may contact me for marketing purposes by telephone and text message. I may opt-out of such marketing material at any time by contacting MK Distro at the address below and by replying STOP to any marketing text message.
I acknowledge and agree that MK Distro shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions due to circumstances beyond its reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, strikes, labor disputes, governmental actions, war, terrorism, or any other unforeseen events that prevent or hinder MK Distro's performance.
In the event of a force majeure event, MK Distro shall promptly notify me in writing of the occurrence and the expected impact on its ability to perform. MK Distro shall make reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.
If a force majeure event continues for a period of 30 days or longer, either party may choose to terminate the affected order or the business relationship as a whole by providing written notice to the other party, without any liability or obligation to the other party, except for any payment obligations incurred prior to the force majeure event.
I understand that the headings used in these Terms and Conditions are for convenience only and shall not be used to interpret or construe the provisions contained herein. The headings are not intended to be legally binding or have any legal effect.
I understand that if any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms and Conditions.
I, as the Customer, agree to indemnify, defend, and hold MK Distro, its directors, officers, employees, and agents, harmless from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or related to my breach of these terms and conditions, my use of the Goods, or any negligent or willful act or omission on my part or the part of my employees, officers, directors, managers, agents, affiliates, successors, and permitted assigns.
In addition to all other remedies available at law, MK Distro shall be entitled to seek specific performance and injunctive and other equitable relief for any breach or threatened breach of these Terms and Conditions. MK Distro’s rights and remedies provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by MK Distro of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, or otherwise.
I shall promptly notify MK Distro of any third-party claim, demand, or action and provide all necessary cooperation and assistance in the defense of such claim. MK Distro shall have the right to assume the defense and control of any such matter, and I shall not settle any such claim without the prior written consent of MK Distro. The provisions of this indemnification shall survive the termination or expiration of these Terms and Conditions.
I understand and agree that any notice, request, demand, or other communication required or permitted under these terms and conditions shall be in writing and deemed duly given when delivered personally, sent by registered or certified mail, or sent by email with confirmation of receipt. Notices to MK Distro shall be addressed as follows:
MK Distro; 11616 Harry Hines, STE 100, Dallas, TX 75229
Notices to me, as the Customer, shall be sent to the address or email provided in the customer application.
I acknowledge and understand that it is my responsibility to promptly notify MK Distro of any changes to my contact information to ensure that I receive any necessary communications.
Questions about these terms? Contact our team.