1. Agreement to Sell Products. Wholesaler agrees to purchase the products on wholesale basis on the payment terms as contained
herein for the purpose of facilitating a sale of Company’s products to the retailers.
2. Non-Exclusivity. Company may enter into a similar arrangement with any other party for sale of its products. Wholesalers shall
not have any exclusive right to sell the products of the Company.
3. Processing of Purchase Orders. Company will process the purchase orders within 3 days of receiving the same. If any of the
products in the purchase order is not available with the Company, Wholesaler will be notified, and a timeline will be provided
for supplying the unavailable products. In the event Company has stopped manufacturing any of the products, Company will
inform the Wholesaler about it immediately upon receipt of purchase order for that particular product.
4. Shipping and Delivery of Products. Company shall ship and deliver the products to the Wholesaler’s premises within 7 days of
receipt of purchase order. Wholesalers shall accept delivery of products. The shipping and delivery cost of the products shall be
borne by Wholesaler.
5. Title. The title to and property of the products shall remain with the Company until such time as the products are delivered to
the Wholesaler. The title to and property of the products shall be passed on to the Wholesaler upon delivery of products at the
premises of the Wholesaler. The Wholesaler at its own cost and expense agrees to store the products at its premises safely.
6. Damage and Return of Products. Wholesalers will have to report any unsealed or damaged product(s) delivered to it within 24
hours of accepting delivery of products. The unsealed or damaged product(s) will have to be returned to the Company within 3
days of receipt of the products and the transportation charges will be borne by the Company. No claim of unsealed or damaged
product shall be allowed after 24 hours of receipt of delivery of products by the Wholesaler. If any of the products is damaged
due to improper or unsafe storage, the same shall be the liability of the Wholesaler and the Company will not accept return of
such product(s).
7. Marketing and Sale of the Products. The Wholesaler agrees to use its best efforts to sell the products on such terms, and at
such prices as shall from time to time be designated by the Company. Wholesalers may market the Products through traditional
marketing material, promotion, and online sales. Company shall provide the content of marketing material that may be used for
promoting the products. Wholesalers will not use any marketing material without the Company’s consent. There shall be no
misrepresentations by Wholesaler regarding the use and benefits of the products. Any misrepresentation will be taken seriously
and shall be considered as a breach. Company will provide sales training to the representatives of the Wholesaler for marketing
the products.
8. Payments. Prior to shipping the products Company shall charge the purchase price to the credit card details provided by the
Wholesaler in the purchase order. Wholesalers will be informed of failed payments (if any) and the Company will ship the
products only after the payments are received.
9. Insurance. Wholesaler shall solely maintain an appropriate insurance policy covering the full replacement value of the premises
and the Company’s products stored at the premises.
10. Liability. Wholesaler shall be liable for the damage or loss caused to the Company from any act of misrepresentation in respect
of the products. Company shall be liable for the damage or loss caused to the Wholesaler (to the extent of the price paid for the
products then stored at the premises) from any third party claim of infringement of intellectual property rights in respect of the
products. In case of a third party claim of infringement of intellectual property rights, Company shall accept return of the
products from the Wholesaler at its cost. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING
WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION,
DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE OBLIGATIONS
PERFORMED HEREUNDER.
11. Indemnification. Each party shall, at its own expense indemnify and hold harmless, and at the other party’s request defend such
party, its affiliates, subsidiaries, successors and assigns, officers, directors, employees, sublicensees, and agents from and against
any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and
court costs) which arise directly or indirectly out of or relate to (a) any breach of these terms and conditions, or (b) the gross
negligence or wilful misconduct of a party’s employees or agents.
12. Governing Law. These Terms and Conditions are to be construed in accordance with and shall be governed by the laws of the
State of California, USA.
