This Dropshipping Agreement (“Agreement”) is entered into by and between TGS (“Supplier”) and you (“Dropshipper”). All sales and transactions facilitated through the dropshipping program are governed by this Agreement unless otherwise indicated by TGS in writing. Please read this Agreement thoroughly before participating in the TGS dropshipping program. The Supplier reserves the right to amend or modify this Agreement at any time at its sole discretion. This Agreement will govern all dropshipping transactions between Dropshipper and Supplier and apply to all future transactions unless modified in writing signed by both Supplier and Dropshipper.

Dropshipping Program Overview

Supplier hereby grants to Dropshipper the non-exclusive right to market and sell TGS products through the Dropshipper’s website or other approved platforms, subject to the terms and conditions set forth in this Agreement. Dropshipper agrees to act as a marketing agent for Supplier’s products and will not hold inventory. Instead, when a customer places an order on the Dropshipper’s website, Dropshipper must place an identical order on the Supplier’s website (https://cbdmagic.co) at the discounted dropshipping price provided by Supplier.

No Minimum Order Requirement

There is no minimum order requirement for participation in the TGS dropshipping program. Dropshipper may place orders with Supplier as needed based on customer demand.

Order Fulfillment and Shipping

• Order Placement: Upon receiving an order from a customer, Dropshipper must place the same order on Supplier’s website at the discounted dropshipping price. Orders must accurately reflect the customer’s order details, including product selection, quantity, and shipping address.
• Shipping: Supplier will handle all aspects of order fulfillment, including packaging and shipping, directly to the Dropshipper’s customer. Orders will be shipped via Canada Post (Xpresspost) unless otherwise arranged by mutual agreement. Supplier will strive to ship orders within 2-5 business days, subject to product availability and credit verification. Supplier is not responsible for shipping delays caused by the carrier.
• Shipping Costs: Shipping costs will be included in the order total charged to Dropshipper at the time of order placement on Supplier’s website.

Payments

• Payment Methods: Supplier accepts INTERAC e-Transfer, cheque, and wire transfers for dropshipping orders. COD payments are not accepted. Payment for each order must be completed at the time the order is placed on Supplier’s website.
• Pricing: Dropshipper will receive access to discounted dropshipping prices, which will be provided by Supplier upon approval of the Dropshipper’s application. Prices are subject to change at Supplier’s discretion, and orders will be fulfilled at the prices in effect at the time of order placement.

Customer Service and Returns

• Customer Issues: Dropshipper is responsible for handling all customer inquiries, complaints, and issues related to orders placed through their platform. Dropshipper must contact Supplier directly at [email protected] on behalf of their customer to resolve any issues, including but not limited to defective merchandise, incorrect shipments, or return requests.
• Returns: Supplier offers refunds for unopened products returned within 90 days of purchase, subject to Supplier’s approval. To initiate a return, Dropshipper must contact Supplier at [email protected] to obtain a Return Authorization Form. The completed form must be emailed back to Supplier. A credit will be posted to the Dropshipper’s account once the return is received and verified by Supplier’s warehouse, which may take 5-7 business days.

Notice of Defects

Dropshipper’s customers are responsible for inspecting merchandise upon receipt. Any visible damage must be noted to the delivery service upon receipt. Dropshipper must notify Supplier in writing within 5 days of the customer’s receipt of the merchandise of any claims for damages resulting from defects, including shortages, quality issues, or incorrect specifications. Supplier shall not be responsible for shortages or defects when shipments are directed to a third party other than the Dropshipper’s customer.

Acceptance of Late or Defective Merchandise

Failure by Dropshipper to provide written notice of a claim within the specified timeframe shall constitute a waiver of any claim for damages resulting from defects or late delivery.

Confidentiality

Dropshipping prices and price lists provided by Supplier are confidential and for the use of the Dropshipper only. Publishing or revealing Supplier’s dropshipping pricing outside of the Dropshipper’s business is strictly prohibited without prior written consent from Supplier. Breach of this confidentiality clause will result in the immediate and permanent termination of the Dropshipper’s participation in the dropshipping program. Supplier reserves the right to seek compensation for any loss or damages resulting from a breach of confidentiality.

Changes to Pricing & Products

Supplier reserves the right to change dropshipping prices, product offerings, packaging, or included documentation at its sole discretion. Dropshipper will be notified of any significant changes to pricing or discounts in advance. All orders will be fulfilled at the prices in effect at the time of shipping, subject to product availability.

Disclaimer of Warranties

Supplier cannot guarantee variances in color, shade, or packaging of products. Supplier disclaims all express and implied warranties, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. All such warranties are excluded from transactions between Dropshipper and Supplier.

Limitation of Liability

Dropshipper acknowledges that Supplier shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, or other intangible losses, or personal injuries or death resulting from the use or sale of Supplier’s products, even if Supplier has been advised of the possibility of such damages.

No Liability for Outside Vendors

Supplier shall not be liable for any work performed by third-party vendors referred by Supplier. Dropshipper waives any right to assert claims against Supplier for work performed by third parties, including claims for negligent referral, agency, or respondent superior.

Force Majeure

Neither Dropshipper nor Supplier shall be liable for delays in performance caused by acts of God, war, government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrences beyond the party’s control, making it impossible, illegal, or commercially impracticable to perform obligations under this Agreement.

Jurisdiction/Governing Law

This Agreement shall be governed by and interpreted under the provincial laws of Ontario, Canada, without regard to its conflicts of laws principles, and the federal laws of Canada. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, the invalidity shall not affect the remaining provisions, which shall remain in full force and effect. Dropshipper expressly agrees that exclusive jurisdiction for any dispute with Supplier or relating to this Agreement resides in the courts of the province of Ontario, and Dropshipper submits to the personal and exclusive jurisdiction of such courts.

Use of Materials

All materials published on the TGS website, product packaging, and promotional materials (including articles, photographs, images, illustrations, audio clips, and video clips) are protected by copyrights owned by TGS or the credited provider. No material may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed without Supplier’s approval. Dropshipper acknowledges that they do not acquire ownership rights by using or reproducing copyrighted material. Use of such material on any other website or networked computer environment is prohibited unless approved by Supplier. All trademarks, service marks, and trade names are proprietary to TGS or the designated owner.

Miscellaneous

This Agreement constitutes the entire agreement between Supplier and Dropshipper, superseding any prior agreements. The failure of Supplier to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose, or it will be forever barred. Section titles in this Agreement are for convenience only and have no legal or contractual effect.

Samples

Supplier may provide free samples to Dropshippers at its sole discretion. Sample recipients must prove they are a legitimate business prior to shipment. Due to inventory fluctuations, certain sample items may be substituted at Supplier’s discretion.