Sales Reseller Handbook

SALES RESELLER HANDBOOK

This Sales Reseller Handbook (the "Handbook") establishes the commercial, operational and legal terms governing the relationship between the parties identified below for the distribution and resale of Seller products and services. Effective Date: .

Parties and Contact Information

Corporation LLC Individual / Sole Proprietor

Appointment, Territory and Authorized Channels

Seller appoints Reseller as a non-exclusive/exclusive (as indicated below) reseller authorized to market, promote and resell the products identified in this Handbook within the defined territory and authorized channels. Territory designation:

Channel restrictions (e.g., online marketplaces, direct enterprise sales, VARs) and any exclusivity conditions must be set forth in writing by Seller.

Products, Pricing and Catalog

The following table documents initial catalog pricing, product descriptions and standard reseller discounts. Each order will reference product codes and prices current at time of order unless an alternative written price schedule is provided by Seller.

Payment Terms

Unless otherwise agreed in writing, Reseller shall pay Seller in full within days from invoice date. Accepted payment methods: check, wire transfer, credit card (as agreed). Late payments incur a finance charge of per month or the maximum permitted by law, whichever is less.

Delivery Terms and Risk of Loss

Standard delivery lead time: calendar days from order acceptance unless otherwise agreed. Shipping method: . Risk of loss and title transfer in absence of written agreement shall be FCA (Seller facility) or as otherwise specified on the invoice.

Warranty; Returns; Refunds

Seller warrants that new products will materially conform to documented specifications and be free from defects in materials and workmanship for a period of months from shipment. Warranty remedies are limited to repair, replacement or refund at Seller's option. This warranty does not cover damage from misuse, unauthorized modification or third-party software.

Returns: Reseller must obtain a Return Merchandise Authorization (RMA) number prior to return. Return window: days from delivery. Restocking fee: of refunded amount may apply if goods are not returned in original condition.

Marketing, Training and Co-op Funds

Reseller shall maintain marketing practices consistent with Seller brand guidelines. Seller may provide co-operative marketing funds where pre-approved and documented. Co-op fund contribution percentage: of net sales or fixed amount as agreed.

Sales Targets, Reporting and Audit Rights

Reseller agrees to commercially reasonable sales efforts to meet targets. Annual sales target: . Reseller shall submit sales and inventory reports to Seller on a basis or as otherwise requested.

Seller retains audit rights to verify sales, pricing and compliance; audits shall be limited to records relevant to this relationship, conducted during normal business hours upon reasonable notice.

Intellectual Property; Trademarks; License to Market

Seller retains all intellectual property rights in product designs, trademarks and documentation. Seller grants Reseller a limited, non-exclusive, non-transferable license to use Seller trademarks solely to market and resell authorized products in accordance with Seller branding guidelines and quality standards.

Confidentiality

Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information. Confidential Information includes pricing, customer lists, technical documentation and any trade secrets disclosed in connection with the relationship. Confidentiality obligations survive termination for a period of three (3) years unless otherwise required by applicable law.

Term; Termination

The term of this Handbook shall commence on the Effective Date and continue for year(s) and automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days of written notice of such breach.

Limitation of Liability and Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, special, indirect or consequential damages. The parties' aggregate liability for direct damages arising out of or related to this Handbook shall not exceed .

Reseller shall indemnify, defend and hold Seller harmless from third-party claims arising from Reseller's breach, negligence, product misuse, or violation of law in its resale activities.

Compliance with Laws

Reseller shall comply with all applicable export control, anti-bribery, privacy and trade regulations in the performance of its obligations under this Handbook. Reseller shall not export or re-export products in violation of applicable law.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the contacts set forth above or to such other address as a party may specify by written notice pursuant to this section.

Governing Law

This Handbook shall be governed by and construed in accordance with the laws of: without regard to its conflict of law principles.

Sign Now