Sales Rep/Buyer is an independent contractor pursuant to this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any customer or other third party.
Sales Rep/Buyer shall at all times comply with all applicable federal, state and local laws and regulations in performing its responsibilities hereunder. The Sales Rep/Buyer shall pay all applicable taxes and duties.
All Shipments are FOB SUPPLIER. Title and risk of loss shall pass to the Sales Rep/Buyer upon delivery to the freight forwarder, regardless of any provisions for payment of freight or insurance or form of shipping documents. The method of shipping and packaging shall be in accordance with Suppliers then current standards. If Sales Rep/Buyer requires different shipping methods (e.g., a specific carrier), the Sales Rep/Buyer shall bear all additional costs. Sales Rep/Buyer shall insure against damage in the full amount of product’s purchase price and be responsible for any additional shipping costs. Dates of shipment are estimates only and Supplier shall not be liable for any loss or damage by reason of delay in delivery or for causes beyond the Supplier’s reasonable control, or for failure to give notice of delay in delivery.
The inspection and acceptance point for all products shall be at Destination. Sales Rep/Buyer shall have ten (10) days after delivery to inspect the products. If any of the products are deemed to be defective by the Sales Rep/Buyer, Sales Rep/Buyer shall within such ten (10) period notify the Supplier and obtain a Return Material Authorization (RMA) number. Sales Rep/Buyer shall return such defective products to Supplier, transportation prepaid and insured, in the same condition as delivered and in the same or equivalent shipping container with a description of such defect. If the Supplier confirms the defect, Supplier shall at its option and cost, repair or replace and re-deliver products or refund any amounts paid for such defective products; or if not found defective, return at Sales Rep/Buyer costs. Failure to return within such ten (10) day period shall constitute acceptance of the products.
Supplier warrants the products sold hereunder shall be free from defects in materials and workmanship consistent with VKIS current warranty policy (attached). The liability of Supplier is limited to replacing or repairing, at Supplier’s option, any defective products which are returned F.O.B. at Sales Rep/Buyer expense. Such repair or replacement shall be the Sales Rep/Buyer’s sole remedy with respect to a breach of the above warranty. In no event are products to be returned without first obtaining permission and a Return Material Authorization (RMA) number from Supplier. Sales Rep/Buyer shall bear the cost and risk for return of products. If no failure is found, Sales Rep/Buyer shall pay for the cost of return shipment. Out of warranty repairs shall require a purchase order for the then current repair price of the Product.
Neither Supplier nor the Sales Rep/Buyer shall be responsible for failure to fulfill its obligations under this agreement\t due to causes beyond its control.
In Short: We do not knowingly collect data from or market to children under 18 years of age. We do not knowingly solicit data from or market to children under 18 years of age. By using the Services, you represent that you are at least 18 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the Services. If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we may have collected from children under age 18, please contact us at SATsupport@vkintsys.com.
Sales Rep/Buyer acknowledges and agrees that Sales Rep/Buyer shall not acquire any ownership interest in any patents, trademarks, copyrights, domain names, works of authorship, trade secrets, or any other intellectual property (collectively, “Intellectual Property”) owned by or licensed to Supplier under this Agreement. Sales Rep/Buyer shall use Supplier’s Intellectual Property solely for the purposes of performing its obligations under this Agreement.
Supplier hereby grants to Sales Rep/Buyer a non-exclusive, non-transferable, and non-sublicensable license to use Supplier’s trademarks in the Territory during the term of this Agreement solely in connection with the exclusive marketing, promotion, advertising, demonstration and sale of the Products. In the event Sales Rep/Buyer requires Products for purposes of demonstration to a potential customer, Supplier shall be responsible to provide Sales Rep/Buyer with Products at no charge to Sales Rep/Buyer.
This Agreement shall commence as of the date hereof and shall continue for an initial term of __________ years unless sooner terminated pursuant to Section 12. After the end of the initial term, this Agreement will be automatically renewed for successive one-year periods, up to three (3) years.
Either Party may terminate this Agreement with or without cause by providing written notice to the other Party at least thirty (30) days prior to the effective date of the termination.
All non-public, confidential or proprietary information of Supplier (“Confidential Information”) disclosed by Supplier to Sales Rep/Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Sales Rep/Buyer’s use in performing its obligations under this Agreement and may not be disclosed or copied unless authorized by Supplier in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Sales Rep/Buyer’s breach of this Agreement; (b) is obtained by Sales Rep/Buyer on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) Sales Rep/Buyer establishes by documentary evidence, was in Sales Rep/Buyer’s possession prior to Supplier’s disclosure hereunder. Upon Supplier’s request, Sales Rep/Buyer shall promptly return all documents and other materials received from Supplier. Supplier shall be entitled to injunctive relief for any violation of this Section.
Sales Rep/Buyer shall indemnify, defend, and hold harmless Supplier and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to any claim of a third party or Supplier arising out of or occurring in connection with Sales Rep/Buyer’s negligence, willful misconduct, or breach of this Agreement. Sales Rep/Buyer shall not enter into any settlement without Supplier’s or Indemnified Party’s prior written consent.
IN NO EVENT WILL SUPPLIER BE LIABLE TO Sales Rep/Buyer FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DIRECT DAMAGES OF MORE THAN THE AGGREGATE AMOUNT OF INSTANT SALES CONTRACT.
This Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Sections 6, 10, 12, 13, 14, 15, 16, 19, and Section 25 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination.
All notices under this Agreement shall be made in writing and shall be deemed duly given if delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service. All notices shall be addressed to the Parties at their respective addresses first set forth above (or to such other address that the receiving Party may designate from time to time in accordance with this section). Notices shall be effective on receipt.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
The Parties may not amend this Agreement except by written instruemnt signed by the Parties.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Sales Rep/Buyer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Supplier. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. Supplier may assign any of its rights or delegate any of its obligations to any parent or subsidiary corporation of Supplier or to any purchaser acquiring all or substantially all of Supplier’s assets. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
If a dispute or controversy arises regarding this agreement or a purchase order, the parties will attempt in good faith to settle it amicably or through Alternative Dispute Resolution (ADR) mediation rather than litigation or arbitration. The parties will mutually select the location and ADR entity to mediate the controversy and both agree to cooperate in reaching a settlement. Each party will be responsible for their own expenses but will equally share the cost and expenses of the mediation.
This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Delaware, without giving effect to any conflict of law’s provisions thereof that would result in the application of the laws of a different jurisdiction. For any disputes that arise from this agreement that cannot be settled in accordance with Section 23 Mediation/Dispute Resolution, Sales Rep/Buyer agrees to submit to the jurisdiction of the courts of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement and all contemplated transactions shall be instituted exclusively in the state or federal courts located in the State of Delaware EACH PARTY IRREVOCABLY: (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS; (B) WAIVES ANY OBJECTION TO SUCH COURTS BASED ON VENUE OR INCONVENIENCE; AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY. Service of process, summons, notice or other document by certified or registered mail, return receipt requested and postage prepaid shall be effective service of process for any suit, action, or other proceeding brought in any such court. In any action to enforce this agreement, the prevailing party shall be awarded all court costs and reasonable attorney fees incurred.
CAGE: 7B1D1
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