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DISTRIFORMA BV – RESELLER AGREEMENT – TERMS AND CONDITIONS

Place and date of publication: Groningen, 9 September 2020

These reseller terms and conditions (the “Agreement”) govern your use of the online service on the website available at: https://www.distriforma.eu (the “Website”) provided by Distriforma BV. (“Distriforma” or “we”), Wasaweg 3, 9723 JD, Groningen, the Netherlands.

You are required to indicate your acknowledgement and consent to this Agreement in order to benefit from our reseller program. You indicate your acceptance of the current and most up-to-date Agreement during the checkout routine of the website.

If you agree to this Agreement, on behalf and in the name of a legal entity such as a company, corporation, partnership, etc. (referred to as a “Business”), you represent and warrant that you have the power and authority to bind such Business to this Agreement.

CONSIDERATIONS

  1. Distriforma is the supplier of the products more fully described on the Website (the “Products”);
  2. Reseller desires to acquire from Distriforma the non-exclusive right to purchase, inventory and resell the Products;
  3. Reseller covenants that it does not intend to purchase the Products for its own use, applications or projects;
  4. Distriforma is willing to appoint Reseller and Reseller is willing to accept appointment as a non-exclusive reseller of the Products;
  5. Distriforma may change these terms and conditions at any time and will publish the new terms on the Distriforma website;
  6. Each Reseller order processed will be governed by the latest terms and conditions as specified on the Distriforma website and as agreed to by the Reseller during the checkout routine.

1. Appointment and Rights Granted

  1. Distriforma hereby appoints Reseller, and Reseller hereby accepts appointment, as a reseller of the Products during the term of this Agreement, with the right to resell, market and support the Products, subject to all the terms of this Agreement, the whole for and only the territory or nation of the Reseller’s headquarters.

2. General Obligations of Reseller

  1. Reseller may advertise the Products using photos or description from Distriforma’s Website only if Reseller has previously bought the specific product from Distriforma. All expenses incurred by Reseller in creating and preparing advertising materials and in advertising the Products shall be borne by Reseller. However, Reseller may never use Distriforma’s name or logo in any advertisement or representation to third parties.
  2. Reseller agrees to cooperate with Distriforma in dealing with any customer complaints concerning the Products and to take any action reasonably requested by Distriforma to resolve such complaints.
  3. Reseller agrees to carry out 1st and 2nd line support for their clients.
  4. Reseller declares to be able and capable to carry out repairs to Products independent from Distriforma.
  5. If the Reseller does not succeed in repairing the Product, Distriforma will serve as a next level repair agent, for which costs (if any) will be quoted to the Reseller in advance.
  6. In carrying out its obligations under this Agreement, Reseller shall act in accordance with good commercial practices. Reseller shall comply with all applicable laws, rules, regulations and policies affecting this Agreement and its performance hereunder and, without limiting the generality of the foregoing, shall maintain all registrations with governmental agencies, commercial registries or other offices which may be required under local law in order to enable it lawfully to conduct its business, to promote the Products and perform its obligations under this Agreement.
  7. Reseller shall promptly report to Distriforma all defects and deficiencies in the Products discovered by Reseller or reported to Reseller and provide Distriforma with documented examples of such defects.

3. General Obligations of Distriforma

  1. Distriforma will use its best efforts to perform and provide the Products in a fit, merchantable and marketable manner.
  2. Distriforma shall provide to Reseller the warranty specified on the Website. During the term of the warranty, Distriforma will exchange or repair the Products, even though the Reseller will have to pay the shipping charges for such exchange or repair.
  3. At all times, Reseller will deal directly with Distriforma (via support@distriforma.eu)
  4. Distriforma shall provide the suggested retail price list of the Products when updated on the Website.

4. Orders for Products

  1. All Reseller’s purchase orders for the Products are made through the Website.
  2. Each purchase order shall give rise to a contract between Reseller and Distriforma on the terms and conditions set forth herein.
  3. Reseller will be responsible for all transportation and insurance expenses from Distriforma’s warehouse or any other designated shipping area by Distriforma to Reseller’s warehouse. The shipping time and cost depends on the size and weight of the package and will be available on the Website when purchasing the Products. For order of a larger scale, Reseller will have the option to require a specific shipping quotation from Distriforma.
  4. The title to the Products sold hereunder shall pass from Distriforma to Reseller upon complete payment of the purchase price of the Products mentioned in Article 5 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from Distriforma to Reseller at the date of the Products are shipped from Distriforma’ warehouse.
  5. Reseller has no purchase targets for the purpose of this Agreement, but Distriforma may, at its sole discretion, terminate this Agreement, without notice or delay, in the event specified in Article 6.3(a).
  6. Reseller acknowledges and accepts that its first purchase order to Distriforma shall be no less than €2.000 of Products, provided that subsequent orders have no minimum.

5. Prices

  1. The prices, charges and terms of sale of the Products are detailed on the Website.
  2. The prices are always detailed on the Website without sales tax.
  3. Reseller may benefit from lower prices when order volumes go up. This is indicated by a number behind the reseller status. Reseller1 being the tier with prices corresponding to an order volume below €5.000 per month.
  4. In any case, Reseller shall avoid pricing policies that would negatively affect the image of the Products and of Distriforma.

6. Payment

  1. The website offers a range of payment options for direct payment at the checkout.
  2. We expect our resellers to pay for the order and back-orders immediately.
  3. When the payment is visible on our bank account, the order will be shipped as soon as possible. (take into account 2 working days)
  4. A payment confirmation does not count as proof of payment.
  5. Distriforma may offer qualifying resellers a line of credit.

7. Term of Agreement

  1. Subject to the provisions of Sections 6.2 and 6.3 hereinafter, this Agreement shall be in force for an indefinite period of time commencing on the date of your acceptance of this Agreement, unless either Party terminates it upon written notice given to the other party at least 60 calendar days prior termination.
  2. Notwithstanding the provisions of section 6.1, Distriforma shall be entitled to terminate this Agreement prior to its expiry date in the event Reseller violates any provisions of this Agreement and such violation is not remedied at the end of a 30 days written notice identifying the violation sent to Reseller.
  3. Distriforma may, at its sole discretion, terminate this Agreement, without notice or delay, upon the happening of any of the following events: (a) Reseller purchase less than €5.000 of Products per year; (b) Reseller does not provide good customers service and/or negatively affect Distriforma brand; (c) Reseller lists Distriforma’s products not yet purchased by Reseller from Distriforma; (d) Reseller becoming insolvent or being unable to pay its debts as they generally become due; (e) Reseller making an assignment in bankruptcy; or (f) a receiver or trustee of Reseller being appointed provided such appointment is not vacated within 30 days from the date of such appointment.

8. Order Cancellation, Returning Goods, Refunds

  1. It’s our policy that resellers cannot return goods. The risk over the market value of the delivered goods therefore lies with the reseller.
  2. If you still wish to return items, this is only possible in consultation with support@distriforma.eu.
  3. If you have permission of Distriforma Support about returning stock a restocking fee of at least 7% of the purchase amount will be charged. The final amount of the restocking fee depends on the current marketvalue and the condition of the article.
  4. The freight costs for returning stock items are for the account of the reseller.
  5. The value of the returned stock, cancelled or changed orders will not be refunded, but will be added to your credit balance.
  6. Non shipped orders, like backorders, can only be cancelled within 14 days after the order date. After 14 days, the order can only be changed with other products.
  7. Back orders are purchased separately. Therefore, placed back orders can be cancelled, but cannot be not refunded. The cancelled amount will be deducted from outstanding invoices or future orders to be placed.

9. Service, Support, Warranty

  1. Reseller declares to be able and capable to carry out first line support and repairs for their clients. The Reseller is able to inspect issues and advise their clients for possible replacement of parts.
  2. In cases of warranty, please get in touch with support@distriforma.eu

10. Indemnification

  1. Neither Party hereto shall have recourse against the other Party in respect of, and each Party shall defend (at the demand of the other Party), indemnify and hold the other Party harmless against, any loss, liability or cost arising from any suit or proceeding brought by any third party, not party hereto, based upon any claim, whether in contract, tort (including negligence or fault of any degree) or otherwise, to the extent that such claim arises out of or results from alleged or actual acts or omissions of the indemnifying Party in connection with the production, distribution, marketing, maintenance and/or use of the Products delivered hereunder.

11. Disclaimer

  1. Disclaimer – Website: Except as expressly set out in section 3.2, Distriforma makes no warranties of any kind, whether express, implied, statutory or otherwise in connection with this agreement or the website. Without limiting the foregoing, except as expressly set out in section 3.2, and to the maximum extent permitted by applicable law, Distriforma expressly disclaims all implied warranties. Distriforma does not represent or warrant that: (a) the use of the website will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (b) the website will meet reseller’s requirements or expectations; (c) any stored data will be accurate or reliable; (d) the website will be error-free or that all errors or defects in the website will be corrected; or (f) the website or server(s) that make the website operate are free of malware or other harmful components. The website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Distriforma is not responsible for any delays, delivery failures, or other damages resulting from such problems.
  2. Disclaimer – Products: Except as expressly set out in section 3.2, Distriforma makes no warranties of any kind, whether express, implied, statutory or otherwise in connection with the products. Without limiting the foregoing, except as expressly set out in section 3.2, and to the maximum extent permitted by applicable law, Distriforma expressly disclaims all implied warranties. Distriforma does not represent or warrant that: (a) the products do not infringe any third party intellectual property; (b) the products are fit for any use; or (c) the products comply with any law in any jurisdiction.
  3. Limitation of liability: In no event will Distriforma’s liability arising out of or related to this agreement, whether pursuant to contractual or extracontractual liability, tort or under any other theory of liability, exceed the amount paid to Distriforma by reseller in the twelve (12) months preceding the incident giving rise to such liability.
  4. Exclusion of consequential and related damages: In no event will Distriforma be liable to reseller for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with the website, the products and/or this agreement, including but not limited to the use or inability to use the website, or for any content obtained from or through the website, any interruption, inaccuracy, error or omission, regardless of cause, even if Distriforma and/or its licensors have been previously advised of the possibility of such damages or could have reasonably foreseen them.

12. Miscellaneous

  1. Independent Contractors: This Agreement does not make either Party the employee, agent or legal representative of the other Party for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or imply, on behalf of or in the name of the other Party. In fulfilling its obligations pursuant to this Agreement each Party shall be acting as an independent contractor.
  2. Devise: In this Agreement, unless otherwise specified, an amount in currency is in Euro (€).
  3. Non Assignment: Reseller may not assign or delegate any right or obligation under this Agreement without the prior consent of Distriforma. Distriforma may assign or delegate its right or obligation under this Agreement without the prior consent of Reseller.
  4. Governing Law and Jurisdiction: This Agreement is governed by the laws the Kingdom of the Netherlands and the European Union. The Parties irrevocably submit all disputes arising out of or relating to this Agreement to Dutch courts, judicial district of Groningen.  
  5. Language: The parties have requested that this Agreement be drawn up in English.
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