Drop Ship Agreement

Wholesale/Drop Ship Agreement

This Wholesale/Drop Ship Program Agreement (hereinafter, 'Agreement'), effective as of __/__/__ (date) is made and entered into by and between Sophio Software, Inc, and
(hereinafter, 'Merchant'). Merchant wishes to sell and promote the products offered by Sophio Software, Inc. on Merchants websites and other sales channels. Merchant agrees to transmit orders to Sophio Software, Inc. electronically via merchants Sophio powered websites whenever appropriate and possible. Merchant is not required to purchase every order from Sophio Software, Inc. .

Sophio Software, Inc. and Merchant agree to the following:


If Merchant or Sophio Software, Inc. are not satisfied with the program defined by this Agreement, and/or the results thereof, either party may terminate this Agreement by providing thirty (30) days written notice to the other party.

Sophio Software, Inc. s Role:

Sophio Software, Inc. will provide product fulfillment for all orders received from Merchants websites. Merchant understands that Sophio Software, Inc. is not responsible for the validity or accuracy of the product information used at Merchants website or Sophio's website. Sophio Software, Inc. promises to fulfill orders based on Brand and Sku received from merchant at the price transmitted to Merchants website at the time of the sale. If a price change occurs between the time of sale and order transmission to Sophio Software, Inc. , Sophio reserves the right to modify the price. Merchant will be informed if there is a price change before the order is fulfilled so that it may be cancelled by merchant.

Sophio Software, Inc. will communicate with the Merchant only, not the Merchants end user (buyer). If Merchants end user contacts Sophio, Sophio will redirect requests to the Merchant for all product and order related questions.

Sophio Software, Inc. is not the agent of either the Merchant or buyer. Sophio Software, Inc. retains all rights to all images and product information provided to the Merchant and retains the right to prohibit the use of any and all images and product information provided. Merchant may not use any of the images contained within the provided photos for any other purpose other than to obtain sales, which will be given to Sophio Software, Inc. . Merchant may not use any photos, images or product information provided in any other medium than the specified website without prior written consent of Sophio Software, Inc. .


Sophio Software, Inc. will invoice Merchant at the time of the sale. The invoice price will be the final price unless otherwise specified. Merchant can pay for orders via major credit card or Paypal. If Merchant leaves a credit card on file it is Merchant's responsibility to keep Sophio updated of card number changes. Declination of any amount charged by Sophio Software, Inc. to the Merchants credit card on file will result in orders being held and may result in the removal of the Merchant from the Sophio Software, Inc. Wholesale/Drop Ship Program.

Fees and Charges:

Wholesale discounts are between 30-75% off retail pricing. Sophio Software, Inc. will provide Merchant with the suggested retail price, but does not promise or suggest those prices to be the best price for Merchants website. Merchant will pay all fees and charges incurred with each product shipped by Sophio Software, Inc. Sophio Software, Inc. is not responsible for shipping cost but instead will charge Merchant a flat rate shipping charge based on the previous months average shipping cost. The initial flat rate shipping amount will be $8.75 per package.

Marketed Adverting Price (MAP):

Some products offered by Sophio Software, Inc. require the merchant to sell at MAP price. When this is the case, merchant must adhere to the MAP pricing without question. Online retail price charged by Merchant must NOT be below MAP or Merchant will be disqualified from program.

Sales and Tax:

It is the sole responsibility of the Merchant to collect, report and remit all national, regional, and local taxes to the tax authorities for all business transactions, sales or revenue stemming from Sophio Software, Inc. products. Merchant further agrees that Sophio Software, Inc. is not obligated to determine whether sales tax applies to a given order and Sophio Software, Inc. is not responsible to collect, report or remit any tax information arising from any transaction involving the images, photos or product information provided to Merchant.


Merchandise covered by a manufacturer's warranty is sold with the warranty by the manufacturer extended to the purchases. Other than applicable manufacturer's warranties, or as otherwise provided in these Terms & Conditions, there are no warranties, express or implied for any of our products, and we specifically disclaim any warranty of merchantability or fitness for a particular purpose for tires, aftermarket wheels, and tire & aftermarket wheel packages.

For other parts, we provide a limited warranty of 90 days from the date received by the original purchaser or installer, unless otherwise specified, and covers the replacement of a defective part(s). The warranty applies only to parts replacement unless a part cannot be obtained in its place. For such cases, a full refund will be issued to the original purchaser. A refund or an exchange of a defective part will be processed only if it is accompanied by the original sales invoice. All items must be in their original condition and must not be damaged due to incorrect installation upon return. The warranty is limited only to the original purchaser and is non-transferable.

All items are given a limited 90-days warranty period by the manufacturer. The manufacturer will allow the parts to be under warranty provided that these parts are free from defects in workmanship and material.

Under NO circumstances will our liability exceed the amount of the original sale.

Products damaged as a result of abuse, misuse, improper repairs or maintenance, improper installation, alteration, or modification will not be covered by the warranty.

The warranty does not cover airfreight charges, labor expenses, towing expenses, or rental car expenses resulting from installation errors. Return shipping is the responsibility of the buyer. We will not reimburse any return shipping charges incurred.

Our liability does not cover lost or stolen packages mailed back by the customer containing the parts being claimed under warranty. Because the customer is the shipper, he/she is the only one who can file any lost claim with the shipping company. Therefore, the claim must be coordinated and processed through the shipping company by the customer.

Uniform Return Policy:


Sophio Software, Inc. requires all returns to have an RMA number (Return Merchandise Authorization) written on the outside of the shipping box prior to return (not the manufacturers box). RMA Numbers can be obtained by creating a return request inside of your Sophio webstore or at the Sophio website. Returned items without an RMA number will not be accepted.

Returns received without an RMA number will be returned to Merchant at Merchants expense. All returns must be sent to Sophio Software, Inc. in re-sellable condition and freight pre-paid.

Sophio Software, Inc. requires all returns to have a return tracking number saved in the Fulfillment by Sophio website. It is the Merchants responsibility to update the return request with the shippers return tracking number. Without a return tracking number Sophio cannot guarantee that Merchant receives a timely refund or a refund at all.

Sophio Software, Inc. will not pay for return shipping if Merchant or end user claims that a vehicle specific product 'does not fit'.

Sophio Software, Inc. will not issue a return merchandise authorization number for any claim placed on a product after (30) days of being received by end user (buyer).

Illegal or Fraudulent Activity:


Sophio Software, Inc. products, images and trademarks may only be used for lawful purposes and in a lawful manner. Merchant agrees to comply with all applicable laws, statutes, and regulations regarding the use of Sophio Software, Inc. photos and information. Any fraudulent or illegal behavior may be reported by Sophio Software, Inc. to law enforcement.

Sophio Software, Inc. will fully cooperate in any investigation to ensure violators are prosecuted to the fullest extent of the law.

Wrong Address:

Sophio Software, Inc. will charge the Merchant any and all fees associated with a wrong address provided. If the apartment/suite number is not included or a wrong postal code is provided and re-shipping is required, there will be a re-shipping charge of $5.00 per package charged to the Merchants credit card. There will be a 10% restocking fee for all packages returned to Sophio Software, Inc. resulting from a wrong address being supplied by Merchant.


Sophio Software, Inc. retains the right to accept or deny any Merchant/website requesting participation in our Wholesale/Drop Shipping Program based solely on our discretion.


Sophio Software, Inc. is in no way responsible or liable for Merchants websites success, the accuracy, or legality of its content and operation. Further, Merchant has independently evaluated the desirability of participating in Sophio Software, Inc. Wholesale/Drop Ship Program and is not relying on any representation, guarantee or statement other than what is set forth in this Agreement.

Right to Modify:

Sophio Software, Inc. retains the right to modify this Agreement at any time. Changes will not be retroactive. If any modification is unacceptable, Merchants recourse will be termination of its participation in the Sophio Software, Inc. Wholesale/Drop Ship Program.

Continued participation will constitute acceptance of the modifications.

I acknowledge that I have read, fully understand, and agree to the above terms; and furthermore authorize Sophio Software, Inc. to charge my credit card above at time of shipping.

Sophio Software, Inc. is a registered Florida Corporation. 


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