Reseller Agreement
This Agreement for reselling of products is between Arjun Kumar, Proprietor
of Galaxy Enterprises having its office at _____________________
(hereinafter referred to as "company/ Manufacturer"), and (Resseller Name,
Company and Address) (hereinafter referred to as “DISTRIBUTOR/ reseller):
1. Whereas, the Company “Galaxy Enterprises” (develops, owns, markets,
licenses, engaged in the design, manufacture, sale) is the manufacturer of
the Product (as hereinafter defined);
2. Whereas, DISTRIBUTOR/RESELLER wishes to enter into this Agreement
with Designer/ Manufacturer whereby DISTRIBUTOR/RESELLER will
undertake the distribution and sale of Product by the way of e-commerce
platform or by any other mode on the terms and subject to the conditions
contained herein
3. Whereas, The company / Manufacturer desires to appoint Reseller as an
authorized reseller of the product pursuant to the terms and conditions of
this Agreement.
4. NOW THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
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Basic Terms and Conditions
1. All Products, materials, information, photography, designs, writings and
other creative content provided by company/Manufacturer to reseller for
listing with e-commerce platform or portals.
2. The Reseller shall have the non-exclusive, non-transferable and revocable
right to (purchase, sell and market) the Product purchased from the
Company, subject to the terms and conditions of this Agreement. All
purchases by the Reseller from the Company shall be final.
3. Reseller
agrees
to
indemnify,
save
and
hold
harmless
Manufacturer/Company from any and all damages, refund, liabilities, costs,
losses or expenses arising out of any claim, demand, or action by a third
party arising out of any breach of Client’s responsibilities or obligations,
representations or warranties under this Agreement. Under such
circumstances Manufacturer/Company shall promptly notify Client in
writing of any claim or suit;
4. The reseller shall cover all costs associated with a claim made against the
company if it is caused due to negligence, misconduct or breach of contract
or due to any act on the part of the reseller. The company will notify the
reseller if any of the above claims occur and may choose to assist in the
defence.
5. The Reseller shall use its commercially reasonable efforts to (sell, distribute
and market) the Product using creative methods provided by the company.
The Reseller shall conduct its business activities in connection with the
(sale, distribution, marketing) of the Product in a manner that will not harm
or Damage the reputation of the Company or the Product. The reseller shall
use the creative methods provided by the company for the promotion of
the company only, and not for any other firm or enterprise in any manner.
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6. The Reseller shall have the right to create and distribute any and allpromotional materials for the Product, provided that such promotional
materials will contain the Company’s logo or identifying mark. The
Company hereby agrees that the Reseller shall be permitted to modify any
promotional material provided by the Company; however, any such
modified material may only be used in connection with the Product and it
will be subject to prior permission of the Company.
7. The reseller shall not buy any search engine advertising or domain names
that mention “Galaxy Trendz” in any way.
8. The Reseller hereby agrees that the Company shall retain all right and title
to any copyrights, trademarks, or other intellectual property contained in
the material provided to the Reseller.
9. The Company may, but is not obligated to, provide Reseller with suggested
retail prices for the resale of the Product. Reseller can’t reduce price below
standard selling price fixed by the Company/ Manufacturer.
10.The Reseller shall take prior permission from the company to send e-mail
marketing materials about company and if the permission is granted the
messages must comply with all the laws about this type of marketing
prevailing at that time.
11.The reseller shall not engage in any illegal or aggressive marketing
techniques on behalf of Company. The reseller shall not make any false or
misleading statements about company or represent anything that could
cause harm to the credibility of the company.
12.The intellectual property that the reseller has access to belongs entirely to
the company. The company owns the mark entirely and the reseller shall
not use it in any manner for anything unlawful. The company and the
reseller shall agree to use confidential information only to perform the
obligations of this agreement. All the confidential information must be
protected and respected by both the parties to this agreement.
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13.The company shall have limited liability in regard to the platform and its
obligations under the contract. The company makes no warranties about
the platform or the company's ability to satisfy the needs of the customers.
In the event of an outstanding liability owed to the reseller, the company
will not provide more than what was paid to the reseller 6 months prior to
the event.
14.The Company and the reseller shall be considered to be independent
contractors and are not agents of each other. In case something serious
happens outside the control of either the company or the reseller, company
will be indemnified from performance of duties/liabilities associated with
this event by the reseller.
15.The provisions of this agreement, if not enforced by the company will not
amount to waiving such rights from that provision. This is a complete
agreement and replaces all previous agreements entered by the parties.
16.The reseller shall be paid only according to the Pricing Plan. In case when
the reseller introduces the company to a new customer, the reseller shall
be entitled to 10% of the total revenue the company gets from that client.
The company shall pay this amount after the completion of subscription
period of the new customer. Now ever, the reseller can be paid on pro-rata
basis a portion of total reseller commission depending on the time elapsed
since the subscription start date.
17.The company has the power to amend or delete any sections of the terms
and conditions of this agreement, subject to condition that a 60 days notice
is issued to the reseller. The reseller in no way whatsoever can bypass
Company’s API restrictions.
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TERMS AND CONDITIONS
1. The Company and the Reseller hereby agree that the Reseller shall submit
to the Company a purchase order for all Product ordered by the Reseller
from the Company.
2. The Reseller hereby agrees that any purchase orders submitted by the
Reseller to the Company, shall confirm the terms and conditions of this
Reseller’s agreement.
3. The Company and the Reseller hereby agree that any additional terms or
conditions contained in any purchase order, or other communication
between the Parties hereto, shall not be binding on either party unless such
additional terms and conditions are accepted and admitted in writing by
both parties to this agreement.
4. The Company and the Reseller hereby agree that any purchase orders
placed by the Reseller for the Product shall not be binding on either party,
until such time the purchase order is accepted by the Company.
5. The reseller and the company shall terminate/cancel this agreement at any
time by issuing one month prior notice. Notice will be considered to be as
sent, on the day it is emailed or 2 days after it is given to a courier, or 5
days after it is placed in the mail. However, if there is fraud,
misrepresentation, any unlawful or any other unacceptable behavior by the
reseller, the company can terminate/cancel the agreement without notice.
In the event of the termination of this agreement, all creative material has
to be returned to Company and it has to be removed from all reseller’s
websites.
6. Manufacturer hereby grants to reseller the exclusive, perpetual and
worldwide right and license to use, reproduce and display the Final Art
solely in connection with the product as defined in the Proposal and in
accordance with the various terms and conditions of this Agreement. The
rights granted to Client are for usage of the Final Art in its original form
only. Client may not crop, distort, manipulate, reconfigure, mimic, animate,
create derivative works or extract portions or in any other manner, alter
the Final Art.
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7. Trade-marks” means all the trade-marks and trade names, whether
registered or not registered, which are owned, applied and used by OWNER
and which appear on the Product including without limitation the trademarks.
8. Reseller shall not create or attempt to create, remove or alter any
trademark, logo, copyright or other proprietary notices.
9. Reseller shall market the product under the Trademarks. The manufacturer
reserves the right to change its Marks at any time. All advertising and other
materials not provided by the manufacturer in which the Marks are used
shall be subject to the prior written approval of the manufacturer, which
approval will not be unreasonably withheld. Reseller shall not add to the
Site any logo, marking or information that has not been approved in
advance by the Company in writing. Whenever the Marks are used, Reseller
shall indicate that such Marks are the property of the manufacturer.
Reseller shall have the right to indicate to the public that it is an authorized
Reseller of the Service and use (within the Territory) the Marks to advertise
and identify such the Service. The manufacturer shall have the right to
audit Reseller’s use of the Marks for such purposes and require Reseller to
modify such use as may be required by the manufacturer.
10.Neither party may assign, whether in writing or orally, or encumber its
rights or obligations under this Agreement or permit the same to be
transferred, assigned or encumbered by operation of law or otherwise,
without the prior written consent of the other party.
11.By their execution, the parties hereto have agreed to all of the terms
conditions of this Agreement effective as of the last date of signature,
each signatory represents that it has the full authority to enter into
Agreement and to bind her/his respective party to all of the terms
conditions herein.
and
and
this
and
12.JURISDCTION CLAUSE: This agreement adheres by the laws, rules, and
regulations of India. In the event of any dispute between the parties, Indian
Courts will only have jurisdiction to settle the issues where the trial shall
take place.
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13.The Company shall have the right to indicate to the public that Reseller is
a reseller of the Goods on the Site and in other Company marketing
collateral and use Reseller’s name and logo to do so, subject to the prior
approval of Reseller, which approval will not be unreasonably withheld.
[COMPANY NAME]
[RESELLER NAME]
By:
Name:
Its:
By:
Name:
Its:
Address:
Address:
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