Reseller Agreement
Terms and Conditions
These terms and conditions in relation to the reseller arrangement (the “Terms and Conditions”) shall be applicable to such parties (the “Reseller”) desirous of retailing the products sold to it by Design Jadugar (“Design Jadugar”).
1. Reseller Arrangement
1. Reseller Agreement:
- The Reseller agrees to act as a retailer of the products of Design Jadugar (the “Products”) on a non-exclusive basis. Design Jadugar shall be free to sell its Products to other resellers other than the Reseller.
- The engagement shall be effective unless terminated by written notice to the other party.
2. Use of Marks:
- Design Jadugar agrees that the Reseller may use Design Jadugar’s marks subject to these Terms and Conditions and directions issued by Design Jadugar from time to time for the sale of the Products.
- Design Jadugar may frame and notify the Reseller about guidelines relating to the use of the marks. The Reseller shall ensure strict compliance with such guidelines.
- The Products shall be sold by the Reseller only under the name and/or mark designated by Design Jadugar.
- The Reseller shall not alter, remove, or tamper with any name or mark that Design Jadugar has placed on the Products. Products to be sold by Reseller shall not bear other trademarks, trade names, or marks without prior written approval from Design Jadugar.
- The Reseller shall use Design Jadugar’s marks in accordance with the manuals or instructions only for the purpose of advertising, publicizing, and promoting the sale and distribution of Products.
- The Reseller shall not use the marks in any business other than dealing with the Products.
3. Product Sale and Purchase:
- The Reseller shall purchase the Products from Design Jadugar at the prices specified in the invoice raised by Design Jadugar from time to time (“Purchase Consideration”).
- The Reseller agrees to sell the Products to Customers at such price as determined by Design Jadugar (“Sale Consideration”), including the commission payable to the Reseller, if applicable.
- In case of products sold to Customers from designjadugar.com portal, the Purchase Consideration payable from Reseller to Design Jadugar may be deducted from the Sale Consideration, and the net amount, i.e., the Commission and applicable taxes, shall be transferred to the Reseller.
4. Order and Invoicing:
- The Reseller, upon receipt of an order for any of the Products from a Customer, shall raise a purchase order on Design Jadugar
- Design Jadugar shall thereafter raise an invoice on the Reseller. The invoice amount/fees for the Products shall be payable by the Reseller within 15 days of receiving the invoice.
5. Taxes:
- Any sales tax, GST, or other indirect taxes leviable on the sale of the Products or provision of services covered under these Terms and Conditions shall be the liability of Design Jadugar and would be charged to the Reseller.
- Design Jadugar shall be liable for all necessary tax filings and tax compliances.
- The Reseller shall provide its GST credentials and such other details necessary to enable the generation of e-way bills on their behalf.
2. Design Jadugar's Obligations
1. Sales and Technical Information:
- Design Jadugar will provide the Reseller with sales and technical information for the Products and shall furnish specifications as required.
2. Supply of Products:
- Design Jadugar will supply the Products to the Reseller for resale in accordance with these Terms and Conditions.
2. Design Jadugar's Obligations
1. Sales and Technical Information:
- Design Jadugar will provide the Reseller with sales and technical information for the Products and shall furnish specifications as required.
2. Supply of Products:
- Design Jadugar will supply the Products to the Reseller for resale in accordance with these Terms and Conditions.
3. Reseller's Obligations
1. Compliance with Laws:
- Design Jadugar will provide the Reseller with sales and technical information for the Products and shall furnish specifications as required.
2. Sales Efforts:
- The Reseller shall use its resources to sell Design Jadugar’s Products to end-customers through approved mediums.
3. Engagement with Customers:
- The engagement with the Customer for the sale/supply of the Products is directly between the Customer and the Reseller. Design Jadugar shall provide assistance for the transportation of the Products to the Customers.
4. Marketing and Performance:
- The Reseller shall strictly comply with all marketing and performance guidelines prescribed by Design Jadugar.
- Reseller shall act loyally and faithfully to Design Jadugar and work to protect Design Jadugar’s interests at all times.
- The Reseller shall refrain from any activities that may injure Design Jadugar’s brand.
5. Service Providers:
- Service providers (such as carpenters, painters, and POP artists) engaged by the Reseller shall provide a 6-month warranty for their services to Design Jadugar customers.
- These service providers are liable to give service and warranty to Design Jadugar customers as per the agreed terms.
4. Non-Solicitation and Confidentiality
1. Non-Solicitation:
- The Reseller or its affiliates shall not, directly or indirectly, hire or solicit the services of any employee, contractor, or consultant of Design Jadugar and/or its affiliates during the term of this arrangement and for 2 years thereafter without prior written consent from Design Jadugar
2. Confidentiality:
- The Reseller acknowledges that all Confidential Information of Design Jadugar, which may come into its possession, is and shall remain the property of Design Jadugar or its vendors/Customers.
- Confidential Information may be disclosed only to employees, consultants, and clients on a need-to-know basis. Appropriate confidentiality agreements shall be executed by such individuals prior to disclosure.
- The Reseller shall not misappropriate, copy, or take extracts of/from any Confidential Information without the consent of Design Jadugar.
- The Reseller shall not disclose any Confidential Information of Design Jadugar to any person to gain an improper advantage or to injure or cause loss to Design Jadugar.
- Confidential Information shall remain confidential for at least 5 years following the termination of this arrangement.
- This Clause does not prevent disclosure of Confidential Information to any court or regulatory authority pursuant to a notice of disclosure, provided that efforts are made to permit the discloser to oppose such disclosure.
3. Intellectual Property:
- All Intellectual Property Rights in the Products and Marks will remain vested in Design Jadugar or its licensors. The Reseller shall not acquire or claim any title to these rights and shall not remove, suppress, or modify any proprietary marketing, including trademarks or copyright notices, on any materials.
- All accretions to the Marks arising from this arrangement shall benefit Design Jadugar, and the Reseller shall not be entitled to any fees or contributions related to the same.
4. Indemnity:
- Design Jadugar will indemnify the Reseller against any claims resulting from unmet Product warranty claims.
- Each Party shall defend, hold harmless, and indemnify the other Party against losses arising from breaches of representations, warranties, and obligations.
- The liability for indirect, special, or consequential damages is excluded, except for breaches of confidentiality and misrepresentations to clients. The liability of each Party is limited to the aggregate amount paid by the Reseller to Design Jadugar during the 3 years prior to the claim.
5. Warranty, Returns, and Termination
1. Warranty on Products:
- Design Jadugar provides warranties as originally provided by the manufacturer. Additional warranties for defective spare parts are provided for the period specified by the manufacturer from the date of replacement.
- The warranty is void if unauthorized repairs, misuse, or negligence by the Reseller occur.
2. Service Warranty:
- Design Jadugar service providers such as carpenters, painters, and POP artists shall provide a 6-month warranty for their services to Design Jadugar customers.
- Design Jadugar provides a flat 7-year warranty on furniture.
3. Returns and Damages:
- Resellers can return non-conforming products within 3 days in original packaging. The Reseller handles customer inquiries and may outsource with Design Jadugar’s consent.
4. Termination:
- Immediate Termination: Design Jadugar can terminate the arrangement immediately in specific events like insolvency, breach of confidentiality, or negative actions affecting the brand.
- Mutual Termination: Either party can terminate with 30 days’ notice.
6. Representations, Stocking, and Delivery
1. Representations and Warranties:
- The Reseller represents and warrants to Design Jadugar that they have adequate resources and personnel to sell, distribute, market, and promote the Products.
- The Reseller will not hold themselves as the owner or producer of the Products.
- The Reseller shall not tamper with any of the Products in any manner.
- The Reseller confirms that no event has occurred that would materially impact their business, operations, or financial condition.
- The warranty is void if unauthorized repairs, misuse, or negligence by the Reseller occur.
2. Stocking of Products:
- Design Jadugar shall operate the necessary number of warehouses required to carry stocks of the Products.
- All costs relating to procurement and packaging of the Products will be borne by Design Jadugar.
3. Insurance:
- Design Jadugar shall maintain at its expense the necessary insurance policies required to cover the risk of loss or damage to the Products stored in its warehouse.
4. Delivery of Products:
- Design Jadugar is responsible for delivering the Products to the Reseller. Subject to mutual agreement, Design Jadugar may also arrange for the transportation of the Products directly to the Customers.
- Design Jadugar shall provide the Reseller with documentation, installation drawings, and relevant information for the Products. The Reseller shall be responsible for translating safety regulations/instructions in relation to the Products.
- The title in the Products shall pass to the Reseller upon delivery at the agreed location, with all risks and responsibilities borne by the Reseller after delivery.
7. Waiver, Governing Law, and Dispute Resolution
1. Waiver:
- If either Party fails to exercise a right or remedy immediately or at all, it does not prevent that Party from exercising that right or remedy later.
- The Reseller is not entitled to any compensation or indemnity as a result of the termination of this arrangement.
- Upon termination, the Reseller shall immediately cease to re-sell the Products and not hold themselves as having any links with Design Jadugar.
2. Governing Law and Jurisdiction:
- These Terms and Conditions shall be governed by and construed in accordance with the laws of India.
- The courts in Ahmedabad shall have exclusive jurisdiction over matters arising from or in connection with this arrangement.
3. Dispute Resolution:
- The Parties agree to act in good faith and make all attempts to resolve differences amicably.
- If an amicable settlement does not resolve the dispute within 30 days, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.
- The arbitration language shall be English, and the seat of arbitration will be Ahmedabad. Each Party bears its own expenses, and the arbitrator’s decision is final and binding.