The following Trading Terms and Conditions allows a distributor, reseller or retailer of consumer electronic devices to sell and promote Veho products in the agreed territories. By trading with Veho the distributor, reseller or retailer is agreeing to the said terms below and will become an official partner of Veho and will at all times uphold the Veho brand name and act in accordance with these Terms.
1. TERMS AND DEFINITIONS
For the purposes hereof, the following words and phrases used herein will have the meanings specified below:
1.1. “Agreement” – this Partner Agreement and all Appendices, supplements, specifications hereto;
1.2. “Appendix” – a document executed in writing and signed by the authorized representatives of the Parties, unless otherwise provided herein, which is an integral part hereof;
1.3. “Goods/Products” means the products listed in Schedule 1 together with such other products as may be agreed in writing by the parties to be added to the Product Schedule from time to time;
1.4. “Trade Marks” – means all trade marks and trade names whether or not registered including all copyright contained therein set out in Schedule 2
1.5. “FTP site” – file transfer protocol site provided by Veho to Partner through approved login while subject to the terms of this agreement. FTP site contains approved use of Trade Marks, product data and related technical information, and other information approved and provided for by Veho and made available to Partner for the purposes only of exerting its rights and obligations under this Agreement;
1.6. “Terms of the Goods delivery” – terms of the Goods delivery by Veho to the Partner effective as on the date of conclusion hereof and determined by the Parties;
1.7. “Order” – an order to deliver the specific batch (batches) of the Goods agreed upon by the Parties in electronic form or in other way acceptable for the Parties;
1.8. “Batch” – 1[one] or more units of Goods ordered by the Partner;
1.9. “Territory” – the territory agreed by Veho;
1.10. “Buyer” – an individual entrepreneur or legal entity-buyer of the Partner, in relation to which the Partner is a seller of the Goods;
1.11. “Consumer” – a citizen who purchases the Goods exclusively for personal, family, household and other needs not associated with entrepreneurial activities;
1.12. “Price List” – a list of prices for the Goods compiled by Veho, which is provided by Veho to the Partner in advance in accordance with the terms and conditions hereof;
1.13. “Quantity and Range of the Goods hereunder” – the total quantity and range of all Goods delivered by Veho to the Partner over the whole validity period hereof on the basis of the Orders agreed upon by the Parties.
1.14. “Veho” – is the manufacturer of all Veho products and brand owner.
1.15. “Partner” – Distributor, Reseller, retailer or company selling consumer electronics
2. SUBJECT OF THE AGREEMENT
2.1. Veho delivers the Goods to the Partner, and the Partner accepts and pays for the Goods on the terms and conditions provided herein. Veho is entitled, at its discretion, to make changes and modifications in the design, construction, software and configuration of the Goods, not impairing consumer properties and quality of the Goods to a considerable extent.
2.2. The Partner purchases the Goods from Veho for their further resale. Such resale is effected by the Partner in accordance with the terms and conditions hereof.
2.3. Hereby Veho appoints the Partner as its distribution partner within the Territory on the terms and conditions hereof, and the Partner agrees with this appointment and undertakes to fulfill all obligations of the Partner stipulated herein. The status of Partner granted by Veho to the Partner hereunder shall mean that the Partner is entitled to sell the Goods within the Territory by itself, as well as appoint any third parties as resellers or distributors of the Goods in the Territory.
2.4. If sole terms within the stipulated territories are agreed by Veho the Partner will stock the entire Veho product line and not just selected lines.
3. RIGHTS AND OBLIGATIONS OF THE PARTNER
3.1. The Partner sells the Goods in its own name and at its expense.
3.2. The Partner has a right to sell the Goods only within the Territory stated. The Partner is not entitled to sell the Goods outside of the Territory unless permission is given in writing by Veho.
3.3. Prices at which the Partner resells the Goods are determined by the Partner at its own discretion. Veho is entitled to inform the Partner of recommended sale prices that are taken into account by the Partner when determining the Goods sale prices but they are recommended and not binding upon the Partner.
3.4. The Partner shall, using its own resources and at its expense:
3.4.1. take every effort to meet the high sales of the Goods; accumulate and maintain the Goods stocks in its warehouses in the quantity and range sufficient to satisfy the demand for them in the Territory.
3.4.2. hold the Goods promotion activities within the Territory by advertising of the Goods, searching for and developing of new sales markets for the Goods within the Territory, subject to the conditions of use of marketing materials and trade marks.
3.5 The Partner shall:
3.5.1. use reasonable endeavours to promote and extend the distribution and sale of the Goods/Products throughout the Territory and shall be entitled, subject as provided in this Agreement, to promote the Products in such manner as it may think fit;
3.5.2. make clear, in all dealings with customers and prospective customers, that it is acting as a distributor of the Products and not as an agent of Veho;
3.5.3. provide Veho every week with a report of sales of the Products in the preceding week including customer lists and a report of stock of the Products held and containing an indication of its likely purchasing requirements for the next month and such other information as the Veho may reasonably require;
3.5.4. maintain books and records relating to sales of the Products (including customer lists) and at all reasonable times and on request provide the same to Veho;
3.5.5. distribute any brochures and other promotional and marketing materials to its customers on request by Veho who will provide such materials through FTP site or in another agreed means;
3.5.6. submit all advertisements and promotional materials to Veho 4[four] weeks prior to intended publication and not publish such advertisements or materials unless previously approved in writing by Veho. If there are no written objections from Veho within 4[four] weeks from submission such material will be deemed approved;
3.5.7. at all times maintain to the satisfaction of Veho an organisation competent to deal with the promotion, distribution, or sale, installation and servicing of the Products in the Territory, including an adequate and suitably trained sales force, suitable office facilities and suitable warehousing facilities to ensure proper storage of the Products;
3.5.8. deal promptly with any complaints, claims or actions relating to the Products and keep Veho fully informed of any matters relating to defects or alleged defects in the same;
3.5.9. comply with all legal or regulatory requirements from time to time in force relating to the distribution and sale of the Products
3.5.10. provide Veho with copies of its up-to-date price lists issued to customers upon request by them;
3.5.11. keep Veho advised and informed regularly, and as the need arises, of the sale, distribution, marketing and promotional activities of any companies manufacturing, selling, distributing or promoting any products which compete or may compete with the Products and also of any significant information which is likely to be of benefit to Veho in the marketing of the Products and any event affecting the sale or servicing of the Products in the Territory.
4. RIGHTS AND OBLIGATIONS OF THE MANUFACTURER
4.1. Veho shall take necessary and reasonable measures to fulfill all orders of the Partner for the Goods accepted by it. Veho is entitled to make changes, in the technical specifications of the Goods as it sees necessary. Veho will take every reasonable effort to notify the Partner in a timely manner of any Goods that are discontinued.
4.2. Veho shall provide the Partner with all documentation related to the Goods and reasonably required by the Partner through the FTP site or other agreed means to fulfill the obligations hereunder, including any information about degradation in the delivery possibilities.
4.3. Fulfill other obligations stipulated herein.
4.4. Veho reserve the right to send regular product information emails to the partner.
5. USE OF SUBDISTRIBUTORS AND RESELLERS
5.1. The Partner is entitled to appoint sub-distributors or resellers for the Goods sale within the Territory.
5.2. The Partner bears responsibility for the sub-distributors or resellers.
6. TERMS OF THE GOODS DELIVERY
6.1. The Order for the specific batch of the Goods (further – the Order) is agreed upon by the Parties and executed in electronic form or otherwise as agreed by the Parties.
6.2. The Parties may stipulate other terms of the Goods delivery having agreed upon them in the Order in writing.
7. GOODS DELIVERY TERMS AND BASIS
7.1. Veho sells, and the Partner buys the Goods on the terms of delivery of Ex Works UK, USA or HK (INCOTERMS 2010) unless other terms are agreed in writing prior to the order.
7.2. Unless agreed otherwise shipping terms will be DDU
7.3. Veho reserve the right to ship goods from any one of its warehouses or direct from its factories.
7.4. The Partner has to report any shortages or damages to shipments within 48 hours of receiving the goods.
8. PRICE OF THE GOODS
8.1. Price for the Goods is determined in Veho’s Price List communicated by Veho to the Partner in electronic form. The prices in the Price List will be in £Sterling or US$. Other currencies like Euros can be calculated but will be devised at the current exchange rate taking in to account market volatilities and banking fees.
8.2. Veho reserve the right to change any price quoted prior to accepting the order in writing.
8.3. The Price for the Goods set in Veho’s Price Lists does not include any import customs duties and other taxes payable by the Partner for the import into the Territory.
8.4. The Price for the Goods set in Veho’s Price Lists includes the charge for use of software included with the device and for use of other intellectual property rights stipulated in the Partner Agreement, unless otherwise expressly agreed by the Parties.
9. TERMS OF PAYMENT
9.1. Payment method is agreed prior to this agreement being signed (As per head terms)
9.2. If paying by credit card there will be a service charge of 2% of the goods value. All credit card payments are taken in sterling, the Partner accepts the bank sell exchange rate applicable at the date of the invoice as notified by Veho. Any subsequent bank charges by the card supplier will be the responsibility of the Partner.
9.3. If paying by PayPal there will be a service charge of 3.5% of the goods value.
9.4. If paying by direct bank transfer (TT) the Partner will pay all relevant bank charges. The Partner pays for the Goods by bank transfer to Veho’s account as follows:
– 100% advance payment, paid in advance of shipping the Products, for each batch of the Goods by bank transfer to the banking account stated by Veho.
9.5. The payment is made in the agreed currency.
9.6. If paying in advance of shipment, payment must be made for 100% of the invoice total, unless otherwise agreed in writing with Veho. Short payment will result in the goods being held until payment has been received in full.
9.7. Monetary funds arriving in Veho’s account as a payment for the Goods are deemed to have been received towards payment of the Goods for the Orders agreed upon by the Parties. The Parties reconcile the settlements every month. Upon expiry of each calendar month, Veho has a right to send a Reconciliation Report hereunder to the Partner.
9.8. The payment date shall be the date when the funds arrive in Veho’s account.
9.9. If the funds that arrive in Veho’s bank account are not correct then Veho reserve the right to withhold the further shipment of goods until the full amount is received.
9.10. The Partner will not withhold, deduct or set off from its payments to Veho any amount owed by Veho to Customer without Veho’s prior approval, and shall in the event of a bona fide dispute, pay any undisputed part of the invoice.
9.11. Veho reserves the right to alter or remove credit and payment terms on the account as they see fit and to withhold further credit at their discretion.
9.12. If the Partner fails to make payment on the due date then Veho shall be entitled to charge interest on overdue invoice and reasonable recovery costs. Veho will exercise our statutory right to claim interest and compensation for debt recovery costs under late payment legislation if we are not paid according to agreed terms.
?For account holders in the UK: Interest will be charged at the late payment reference rate plus 8%.
?For account holders in the EU: Interest will be charged at the ECB base rate plus 7%.
?For account holders in the US and Rest of the World: Veho will claim interest if we are not
paid according to agreed terms, at the rate of the Bank of England base rate plus 8%.
9.13. Partner shall inform Veho promptly if there is a change of ownership or control, a management buy-out, or a substantial part of the Partner’s assets are sold or otherwise transferred to any non-affiliated company.
10. DELIVERY OF THE GOODS
10.1. The Goods are shipped by Veho in accordance with the Terms of Delivery of the Goods in batches.
11. TRANSFER OF TITLE
11.1. The title to the Goods is transferred from Veho to the Partner upon payment of the Goods on the terms and conditions stipulated herein.
12. SHIPPING DOCUMENTS
12.1. The shipping documents are executed in English.
12.2. The following documents are enclosed to the cargo:
– Consignment note (air, railway, road);
– Export declaration;
– Commercial invoice;
– Packing list;
– Certificate of quality of the Goods;
– Certificate of origin of the Goods;
– Other certificates and document required for the customs clearance of the Goods.
13. PACKAGE, MARKING AND TECHNICAL DOCUMENTATION
13.1. The package of the Goods provided by Veho shall ensure the Goods safety during their land and air transportation. The cost of Veho’s standard package is included into the price for the Goods.
13.2. The marking of packaging shall be made in English by ink protecting from unfavorable weather conditions.
13.3. The Partner will not add, remove, conceal or change Veho’s marking on packaging or the Products.
13.4. The Partner shall not:
13.4.1. Make any modifications to the products or their packaging, without the prior written approval of Veho;
13.4.2. Deface, tamper, obliterate or remove any of the Trade Marks, trade names, logos, insignia or identification numbers which may be embossed upon or affixed to the Products and the packaging thereof supplied or made available to the Partner by Veho without the prior written approval of Veho.
13.4.3. Use in relation to the products and related advertising, marketing and promotional material any Trade Mark, image, photograph, product description other than the approved format provided and made available by Veho from FTP site, or other agreed means, without obtaining the prior written consent of Veho.
13.5. The Supplier shall provide the Goods with all necessary technical documentation issued by the manufacturer of the Goods in an approved format provided and made available from FTP site, or other agreed means.
14. ACCEPTANCE OF THE GOODS
14.1. Acceptance by quantity:
14.1.1. The quantity of the Goods delivered shall correspond to that stated in the Order for the specific batch of the Goods. The Goods are deemed delivered by Veho and accepted by the Partner by quantity according to the quantity of the Goods actually transferred and stated in transport bills.
14.1.2. Claims for quantity of the Goods may be asserted if the quantity of the Goods delivered does not correspond to that stated in the Order.
14.1.3. Claims for quantity must be asserted within 48 hours (not including non-working days) from delivery, by email to ‘email@example.com’.
14.2. Acceptance by quality.
14.2.1. All claims as to quality shall be considered in accordance with the warranty obligations of the Supplier.
14.2.3 Claims for quality must be asserted within 48 hours (not including non-working days) from delivery, by email to ‘firstname.lastname@example.org’.
14.3 Any claims for shortages and product damage must be backed up with a photograph of the carton(s) at point of receiving/counting the shipment of goods, by email to ‘email@example.com’.
14.4. Any exterior damage to cartons upon receiving the shipment must be noted on the delivery note that is signed by person acting on behalf of the Partner.
15.1. Veho warrants:
15.1.2. the compliance of the quality of the Goods with the technical requirements, quality standards established for similar goods, as well as the availability of compulsory certificates for the Goods delivered hereunder;
15.2. Veho also warrants that:
15.2.1. the completeness of the Goods determined in accordance with Veho’s specifications is sufficient to ensure normal and continuous operation of the Goods;
15.2.2. as on the delivery date the Goods will be in the normal operating condition, new and unused;
15.3. The warranty obligations of Veho to the Partner are valid within 12[twelve] months ‘return to UK base’ upon delivery of the Goods to the Partner, unless other terms are agreed (As per heads of terms)
15.4. Veho shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Veho’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Veho’s approval.
15.5. Veho shall be under no liability under the above warranty if the total price of the Goods has not been paid.
15.6. The Partner will notify Veho that they have suspected faulty goods to return and will request a ‘Return to Manufacturer Authorisation’ (RMA) number. Once Veho have qualified the request and that all goods are within warranty period Veho will issue a Return to Manufacturer Authorisation (RMA) number. The Partner will then return the goods to the warehouse of Veho’s choice. Once Veho have received the shipment a report will be carried out confirming quantities received and condition of products and packaging.
15.7. If products are returned in working order Veho reserved the right to return the goods to the Partner at the Partner’s cost.
15.8. If any products are missing parts and/or the retail packaging is beyond refurbishment for resale then Veho reserve the right to charge a restocking fee.
15.9. Expenses associated with the return of the suspected defective goods are paid by the Partner
15.10. The warranty terms starts from the date that the Partner receives the goods.
15.11. If the Partner does not return the suspected faulty goods within 30 days of the RMA number being issued the RMA will be void and rejected if received back after this time.
15.12 The Partner will be responsible for all customs and duties charges for the return to the chosen Veho warehouse.
15.13 If a return of suspected faulty goods does not have clearly the RMA number on all the cartons then Veho will reject the delivery and it will returned to the Partner at the Partner’s cost.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. The Partner wishes to use trademarks, brand names and other symbols of Veho to confirm the authenticity of the Goods and advertise them in the interests of Veho.
16.2. Veho hereby authorises the Partner to use the Trade Marks (As per Schedule 2) in the Territory or in relation to the Products for the purposes only of exercising its rights and performing its obligations under this Agreement.
16.2.1 The Partner shall sell the Products under the Trade Marks and shall ensure that each reference to and use of any of the Trade Marks on the packaging or otherwise, in particular but not limited to advertising, marketing and promotional materials, is in a manner approved by the Veho and accompanied by an acknowledgement in a form approved by Veho, that the same is a Trade Mark of Veho, such approved uses of the Trade Marks and approved form of acknowledgement is available to the Partner from the FTP site, and by other means on request for the duration of the Agreement.
16.3. The Partner shall not:
16.3.1. use in relation to the Products and related advertising, marketing and promotional material any trade mark, other than the Trade Marks in approved format provided and made available by Veho from FTP site and by other means on request, without obtaining the prior written consent of Veho;
16.3.2. use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of Veho therein;
16.3.3. acquire any right, title or interest in or to any of the Trade Marks or the goodwill associated therewith or in or to any of the advertising, promotional or merchandising work or material for or relating to the Products and belonging to or developed by or for Veho. Notwithstanding the foregoing, if any such right, title or interest as aforesaid should be acquired by or arise in favour of the Partner, the Partner shall on request by Veho assign or otherwise transfer the same absolutely to Veho;
16.3.4. use in the Territory any trade marks or designs so resembling any trade mark or design of Veho, whether registered or unregistered, as to be likely to cause confusion or deception.
16.4 The Partner shall at the request of Veho execute such registered user agreements or licences in respect of the use of the Trade Marks in the Territory as Veho may reasonably require, provided that the provisions thereof shall not be more onerous or restrictive than the provisions of this Agreement.
16.5 The Partner shall promptly notify Veho of any actual, threatened or suspected infringement or wrongful use in the Territory which comes to its notice, of any patents, registered designs, copyrights, trade names or the Trade Marks relating to the Products and provide Veho with all such assistance as they may reasonably require in attempting to put to an end such infringement or wrongful use.
Internet Use, Domain Names & Social Media
16.6. The Partner shall not register any domain names which contain or comprise any of the Trade Marks or any names which are confusingly similar any of the Trade Marks.
16.7. The Partner shall not open or use any social media account including but not limited to ‘Facebook’, ‘Twitter’ which contain or comprise the Trade Marks or any confusingly similar name, without the express written consent of Veho. All administrator rights, relating to social media accounts, including but not limited to ‘Facebook’ and ‘Twitter’ containing or comprising the Trade Marks shall remain under the control of Veho.
Neither party bears responsibility towards the other one for the failure to fulfill the obligations hereunder if such failure was caused by circumstances arisen beyond the will and control of the Parties and that cannot be foreseen or avoided, including declared or actual war, civil commotions, epidemics, blockade, embargo, earthquakes, floods, fires and other acts of God.
17.2. If the force-majeure circumstances occur, the party, which faces such circumstances, shall immediately, within at least five calendar days upon occurrence of such circumstances, notify the other party of them in writing. Failure to notify or late notice deprives the party of the right to refer to any force-majeure circumstance as to the reason that releases it from the responsibility for the failure to fulfill its obligations hereunder, except for cases when the circumstance excludes the possibility to send the notice.
17.3. The dates for the fulfillment of its obligations by the party exposed to the force-majeure circumstances are extended for a period equal to that during which such circumstances remain in force. If the force-majeure circumstances last for three consecutive months and show no signs of cessation, this Agreement may be terminated by the parties by sending the notice to the other party. In this case, the parties undertake to perform mutual settlements within ten calendar days.
18.1. Each party undertakes not to disclose the terms and conditions hereof to any third parties, as well as to keep financial, commercial and other information received from the other party during negotiations, conclusion and execution hereof strictly confidential (further – the Confidential Information).
18.2. The Confidential Information may be transferred to any third parties only with the written consent of the other party.
18.3. If any party discloses or discovers the Confidential Information of the other one, the guilty party shall compensate for losses incurred by the affected party as a result of such information disclosure.
18.4. This section does not apply to the disclosure of information in cases stipulated in the effective legislation of the states where the Parties are residents.
19. DURATION AND TERMINATION OF THE AGREEMENT
This Agreement comes into force upon its signing by the Parties and is valid within ____ years upon its signature by the Parties.
19.2. This Agreement may be terminated unilaterally, without recourse to court, and without indicating reasons and grounds, by any of the Parties by sending the notice to the other Party three months prior to such termination date.
19.3. Effect of termination:
19.3.1. The Partner shall cease forthwith to represent itself as the appointed Partner of Veho Products within the Territory and shall remove all reference to such effect from its stationery, promotional literature, website and name plates;
19.3.2. The Partner shall cease to advertise or promote the Products or to make any use of the Trade Marks other than with the express consent and knowledge of Veho for the purpose of selling residual stock of the Products held by the Partner.
19.3.3. Unless otherwise agreed and subject to 19.2.3 above the Partner shall at its own expense deliver to Veho or otherwise dispose of in accordance with Veho’s instructions all advertising, marketing, sales and promotional literature, documents containing technical information, product packaging, any associated branded materials and customer lists relating to the Products within 28 days of termination, or in the case of a breech as defined in clause [XX serious breach] immediately and no longer than 7 working days from the notification of immediate termination.
20. CONCLUDING PROVISIONS
20.1. Appendices, supplements and changes hereto are valid and constitute an integral part hereof if made in writing and signed by both Parties.
20.2. All notices and communications shall be sent in writing.
20.3. This Agreement may not be assigned to any third party without the prior written consent of both parties.
20.4 The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of the Agreement. The remainder of this Agreement shall be valid and enforceable.
20.5. This Agreement is made in two originals having equal legal force.
Website Terms and Conditions
Visitors to our website are required to accept the following terms and conditions in return for the information given about us, our business and the products & services we provide through our website.
1. Conditions of use
1.1 We use all reasonable efforts to include accurate and up to date information on our web pages. Information is for guidance only and is not intended to form any part of a contract and can be subject to change without notice. We shall not be liable for any direct, indirect, incidental, consequential or cumulative losses or damages arising out of the use or inability to use these pages, any errors, misrepresentations or omissions on the material contained on them.
1.2 The information on these web pages has been prepared with reasonable care and is believed by us to be legal, honest, decent and truthful as of the date of its preparation.
1.3 You agree that the material downloaded or otherwise accessed through the use of our web pages is obtained entirely at your own risk and that you will be entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data even if we have been advised of the possibility of any such damage.
1.4 We do not accept any liability in connection with any third party web sites which may be linked or accessible through our own website and we do not endorse or approve the contents of any such site.
1.5 In relation to a dispute arising out of this website, you the user and we, Veho UK Ltd. agree to submit exclusively to the jurisdiction of the courts of England and Wales.
1.6 Except where expressly stated to the contrary, the text and graphics in the information contained in this website is the copyright of Veho UK Ltd. You may download or print out individual selections of these web pages only if explicitly used for your own personal information and not to be publicly reproduced. Permanent copying or storage of whole or part of this website or the information contained in it or reproduction or incorporation of any part of it in any other work or publication whether on paper or electronic media or any other form is expressly prohibited.
1.7 The entire contents of these web pages remains our property and is copyright with all rights reserved. Data Protection Act 1998.
Competition Terms & Conditions – Social Media
By entering a competition on the Veho Facebook & Twitter pages you are agreeing to Veho UK Ltd storing and using your information for marketing purposes. We will not share your information with third parties unless you specifically agree to us sharing these details and you can opt out at any time by unsubscribing from emails or emailing us directly. This Promotion is in no way sponsored, endorsed or administered by, or associated with Facebook or Twitter. By participating you hereby release and hold harmless Facebook or Twitter from any and all liability associated with this promotion. Entrants are providing information to Veho UK Ltd and not to Facebook or Twitter.
Please read these competition rules carefully. If you enter one of our competitions, we will assume that you have read these rules and that you agree to them.
Any problems with these terms and conditions please email: firstname.lastname@example.org