INNA ORGANIC 2020 APPROVED RESELLER TERMS & CONDITIONS (the “Agreement”)
1.PRICING & MAP POLICY
1.1 Scope. After an applicant’s application for INNA ORGANIC CO., LTD.’s (“INNA ORGANIC”) reseller is approved (“Approved Reseller”), INNA ORGANIC grants Approved Reseller the non-exclusive and non-transferable right to resell the INNA ORGANIC products (the “Products”) to Approved Reseller’s end customers in the authorized territory (the “Territory”). Approved Reseller also agrees that it will not solicit orders or engage in any sales of the Products outside the Territory.
1.2 Non-Exclusive Agreement. For the avoidance of doubt, the resale rights of the Approved Reseller are non-exclusive and INNA ORGANIC shall have the right to sell or license the Products, directly or indirectly, to third parties in the Territory. Approved Reseller will not be entitled to any commission, fees or other amounts related to such sales or licenses.
1.3 Pricing Policy. Approved Reseller is obligated to maintain manufacturer’s suggested retail price of all Products in all advertising media, including but not limited to, in print, via internet, and other media exposures. For the detail of the Products and other products newly introduced by INNA ORGANIC, please refer to https://en.innaorganic.com/. INNA ORGANIC has the right to adjust product prices at its own discretion from time to time.
Approved Reseller will order the Products only from INNA ORGANIC, as communicated by INNA ORGANIC to Approved Reseller in writing, in accordance with the terms of this Agreement. INNA ORGANIC reserves the right to accept or reject any order at its discretion.
3.1. Branding and Advertising. All Products will be branded in accordance with INNA ORGANIC’s trademark usage guidelines. All trademarks, service marks, trade names and logos identifying the Products are and will remain the exclusive property of INNA ORGANIC or its licensors. INNA ORGANIC grants to Approved Reseller a limited, non-exclusive, royalty-free, non-transferable, non-sub-licensable right to use such marks in the Territory for the duration of this Agreement, solely to market and promote the Products and only in accordance with INNA ORGANIC’s trademark usage guidelines. Any and all goodwill appurtenant to the use of such trademarks shall be the exclusive property of INNA ORGANIC.
3.2. Business Conduct. Approved Reseller will resell the Products in accordance with INNA ORGANIC’s resale policies and procedures in this Agreement and the updated resale policies and procedures published by INNA ORGANIC from time to time. Approved Reseller will resell Products subject to this Agreement. Approved Reseller will, at its expense, obtain and maintain any governmental authorizations that may be required under the laws of the Territory to resell the Products. Approved Reseller is responsible for complying with local laws and regulations for each of the territories that Approved Reseller is authorized by INNA ORGANIC to sell into.
3.3. Approved Reseller shall not remove, alter or obscure any copyright, patent, trademark or other notice that appears on the Products.
Approved Reseller agrees that it will not manufacture, purchase, distribute, promote, advertise, display, offer, or sell any product that is an imitation or counterfeit, or otherwise confusingly similar to any of the Products during the term of this Agreement. Approved Reseller agrees that it will not purchase the Products from any other sources other than INNA ORGANIC.
5.CHANNEL OF SALES
The Products can only be sold in specific locations previously approved in writing by INNA ORGANIC. Approved Reseller is not permitted to sell the Products online, except for the Approved Reseller has obtained a prior written permission from INNA ORGANIC. Any of the Products that Approved Reseller received from INNA ORGANIC is not permitted to be sold via the internet through other third-party distributors, including, but not limited to Amazon, Etsy, eBay, and other similar online platforms.
For all in-stock orders, INNA ORGANIC estimates 3 to 7 business days for processing order. Any change to an order must be made immediately after placement. Approved Reseller agrees and understands that any change to the order requested after order placement is not guaranteed.
All INNA ORGANIC global orders are shipped by DHL. Shipping days may be different depending on the destination of shipment. Handling charges apply and will be added to shipping charge total when processing order. Free Global Delivery Over US$190 policy is not applied to the international orders placed by Approved Reseller. For the accounts with special shipping instruction or the accounts with the delivery method of UPS or FedEx, please add instruction or guidelines at the time of order placement. Approved Reseller shall file for damages against the carrier for the unlikely and unfortunate event that damage occurred during the shipment.
Purchase price for the order and applicable freight charges will be invoiced when order is processed. Standard processing is payment by Telegraphic Transfer (T/T), unless otherwise expressly approved and written by INNA ORGANIC’s representative. Once an order has shipped and payment for the said order has been completed, Approved Reseller will receive a copy of order invoice to the master email on file.
9.RETURNS & EXCHANGES
No returns or exchanges of goods are accepted without express authorization of INNA ORGANIC when special cases may apply. In the event that a return of product is approved, the Approved Reseller is obligated to arrange and pay for shipping costs.
Approved Reseller will indemnify and hold INNA ORGANIC harmless from against any and all damages, losses, liabilities or expenses (including lawyers’ fees) that INNA ORGANIC may incur as a result of (1) any promise granted by Approved Reseller in the provisions set out in this Agreement, (2) any omission or inaccuracy in Approved Reseller’s advertisements, promotional materials and documentation that relate to the Products, or (3) any modification of or addition to the Products that not provided by INNA ORGANIC. If any of the aforesaid occurs, INNA ORGANIC may elect to (a) notify Approved Reseller in writing promptly following the date on which INNA ORGANIC becomes first aware of such claim, (b) give Approved Reseller, at Approved Reseller’s request and expense, sole authority and control of the defense or settlement of such claim, and (c) provide all reasonable information and assistance requested by Approved Reseller to handle the defense or settlement of any such claim. This article will not be construed to limit or exclude any other claims or remedies which INNA ORGANIC may assert under this Agreement or by applicable law.
11.TERM AND TERMINATION
11.1 Term. THIS AGREEMENT SHALL ONLY BECOME EFFECTIVE AFTER A WRITTEN ACCEPTANCE FOR APPROVED RESELLER’S APPLICATION HEREOF IS ISSUED BY INNA ORGANIC. Upon the issuance of the said acceptance by INNA ORGANIC, this Agreement shall remain in effect unless and until it is terminated in accordance with this article. The termination rights and consequences specified in this article shall also be applied to any other remedies available under this Agreement.
11.2 Termination of Agreement. Each party may terminate this Agreement for convenience with 60 days prior written notice to the other party. INNA ORGANIC shall have the right to terminate this Agreement unilaterally if Approved Reseller has committed a material breach of its obligation under this Agreement and the Approved Reseller fails to remedy such breach within fifteen (15) days after INNA ORGANIC has requested the Approved Reseller to remedy the same in writing.
11.3 Survival. Article 1.3, Article 3, Article 5, Article 10, and Article 12 of this Agreement will survive the termination or expiration of the Agreement, and any other provisions of the Agreement that by reasonable interpretation are intended by the parties to survive the termination or expiration of the Agreement.
12. COLLECTION, PROCESSING AND USE OF PERSONAL DATA
Approved Reseller herby consent to INNA ORGANIC’s collection, process, use and international transmission of any and all personal data of the Approved Reseller or the third parties provided or to be provided by the Approved Reseller to INNA ORGANIC or otherwise acquired by INNA ORGANIC for the purpose of (1) operation, management and the handling of INNA ORGANIC’s transactions with the Approved Reseller; (2) business development and provision and marketing of INNA ORGANIC’s products and services; (3) other purposes as permitted in the notification issued by INNA ORGANIC to Approved Reseller from time to time; and (4) such purposes as may be permitted by applicable laws and regulations. Approved Reseller further warrants and represents that the third parties’ personal data are provided by the Approved Reseller with their prior consent. Approved Reseller will be held solely responsible, without protest for any claims made by such third parties to INNA ORGANIC therefor.
13. GOVERNING LAW AND EXCLUSIVE JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Taiwan, and the Taiwan Taipei District Court shall have the exclusive jurisdiction over any disputes arising from or in connection with this Agreement in the first instance.
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