Reseller Agreement

The Reseller Agreement is a legally binding document that establishes a partnership between Party 1 (the company) and Party 2 (the reseller). The agreement outlines the terms and conditions under which the reseller will have the exclusive right to resell the products listed in Schedule 1 within the specified territory. The agreement is important as it allows the company to expand its sales to the territory and ensures that the reseller has the necessary authorization to sell the products.

 

The agreement begins with an interpretation section, which defines key terms used throughout the document. It clarifies that 'business day' refers to a day when banks are open for business in the territory, and 'resell rights' refers to the exclusive right to resell the products.

 

The agreement then outlines the appointment and term of the reseller. It states that the reseller is appointed as the exclusive reseller for an initial term of term years, which can be extended upon mutual agreement. This section ensures that both parties are aware of the duration of the agreement and their respective roles.

 

The purchase of products section specifies that the reseller must purchase all products from the company according to the company's terms of sale and at the reseller list price. It also clarifies that the reseller's individual purchase orders or any other documents issued by the reseller are not applicable to the sale of products, and the terms of the agreement prevail. This section ensures that both parties understand the purchasing process and the terms of sale.

 

The agreement also covers the reseller's duties, including selling the products on its own behalf, promoting the use of the products, and providing after-sales service. The reseller is prohibited from advertising or seeking orders for products outside the territory and from establishing any branch or subsidiary for the supply of products outside the territory. These duties ensure that the reseller acts in the best interest of the company and promotes the products effectively.

 

The agreement includes provisions for the sale of products, including setting selling prices, providing warranties, and determining payment terms. It clarifies that the reseller is responsible for any warranties or representations made to customers and that the company is not liable for any indirect, special, or consequential damages resulting from the reseller's performance or non-performance of its obligations.

 

Confidentiality is another important aspect of the agreement. The reseller is required to treat all confidential information provided by the company as confidential and not disclose it to any third party without the company's consent. The reseller may disclose relevant parts of the confidential information to customers and potential customers to promote the sale of the products.

 

The agreement also addresses intellectual property rights, liability, termination, force majeure, and general provisions. It specifies that the reseller may use the company's intellectual property rights exclusively for the purpose of reselling the products in the territory. It limits the company's liability and provides grounds for termination if either party breaches the agreement. The force majeure clause allows for the suspension of obligations in case of unforeseen circumstances beyond the parties' control.

 

Overall, the Reseller Agreement is a comprehensive document that outlines the rights, duties, and responsibilities of both the company and the reseller. It ensures that both parties understand their roles and obligations, promotes effective communication, and protects the interests of both parties.

How to use this document?

1. Provide information: Enter the Contractor's and Customer's information in the agreement, including their principal place of business. This ensures that both parties are clearly identified.

2. Specify price and completion date: Clearly specify the agreed price and completion date of the work to be carried out by the Contractor. This will ensure that both parties are aware of the expectations and deadlines.

3. Describe services: Clearly describe the type(s) of services to be provided by the Contractor. This ensures that both parties are aware of the scope of work and can avoid any misunderstandings.

4. Agree on length of warranty and time of payment: Both parties should agree on the length of warranty and time of payment after the completion of the work. This ensures that both parties are aware of the payment terms and the length of the warranty.

5. Specify damages: If the work is not completed by the completion date, specify the amount of damages per week that the Customer is entitled to. This ensures that both parties are aware of the consequences of non-completion.