Appointment. Company hereby appoints and grants Reseller the right to sell and distribute the Products to customers located in the Territory (the “Customers”) and to render other services as a Reseller for Company as set forth herein. Reseller shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. Company shall not sell or otherwise supply, directly or indirectly, the Products in the Territory except by sale through the Reseller, and Company shall not contact any of Reseller’s Customers for any reason, without the prior written approval of Company.
Territory. The geographical areas, online portals and markets defined for Reseller to sell company’s products.
Products. The Products sold by Company to Reseller for reselling.
Relationship of Parties. Reseller is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venturer or partner of Company for any purpose. Reseller acknowledges that Company has not granted it any authority to make changes to Company’s terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties without approval of the company.
Existence. Reseller is a company duly organized, validly existing and in good standing in India, is qualified to do business and in good standing in each jurisdiction located within the Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services to the customers.
Sales & Marketing. Reseller agrees that it will diligently perform the services and obligations detailed in these terms and conditions. The operations of Reseller are under its sole and exclusive control. The Reseller will use best reasonable efforts to distribute and market the Products in the Territory and bring good amount of sales. Reseller will make 100 percent payment along with order for all the purchased products for redistribution.
Vikmans will provide to Reseller, without charge, reasonable quantities of promotional literature, brochures and commercial and technical information regarding the Products.
Vikmans will provide sales support and technical training to Reseller and its personnel as deemed reasonably appropriate by Vikmans.
Confidential & Proprietary Information.
a.As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.
b. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
c. In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party.The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.
Effective Date and Duration: Reseller effective date and duration will be mentioned in the Reseller certificate. It will be renewed after discussion.
Cancellation: Reseller certification will be cancelled in case : (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the “breaching Party”) fails to perform any of its obligations hereunder
Trademarks & Documentation.Reseller shall not directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of company or its partner manufacturers and nor counsel, procure or assist any third Party to do any of the foregoing. Reseller will procure any required documents for selling purposes from the company.
**Terms and conditions can change as per company policy from time to time without prior notification.