TERMS AND CONDITIONS
Please carefully review the following terms and conditions before proceeding:
This Distribution Agreement (“Agreement”) is made and effective between Valet Seller (“Distributor”) and (“Client”), the seller or owner of the below mentioned product(s) (“Product”).
1. Purpose. Distributor desires to secure from Client, and Client desires to provide to Distributor, a non-exclusive right (“Right”) to sell and distribute the Product outlined in Section 2 of this Agreement. The Right grants Distributor the ability to sell or distribute the Products by any lawful means, including but not limited to their sale through e-commerce marketplaces.
2. Description of the Product. (“Product”). Client warrants that they have all necessary rights to assign the Right and make this Agreement with Distributor.
3. Term. This Agreement shall be effective for six months (“Term”). Upon completion of the Term, this Agreement shall automatically renew for subsequent one year terms, unless terminated by actions pursuant Section 11 of this Agreement.
4. Payment. Client agrees to pay to Distributor 25 percent of all Product sale or distribution revenues generated by Distributor. Distributor will promptly deposit client’s funds on the 15th of every month via bank transfer failing which the Client has the right to terminate this Agreement immediately. The Distributor shall still be liable for the funds owed to the Client. Client also agrees to pay a monthly fee to Distributor.
5. Fulfillment. Client agrees to pay Distributor packaging fee plus any applicable postage per order. Client also agrees to pay $2/cubic foot/month for storage at Distributors warehouse. Distributor agrees to ship the Clients products within 48 business hours of receiving orders.
6. Inventory. The stock is the property of the Client, despite that is in Distributor warehouse.
7. Marketing Material. Client will supply all images, descriptions and marketing material. Distributor may produce and use additional materials as needed, provided Client provides written consent. Distributor agrees not to make any claims or warranties regarding the Product that are not in keeping with the claims and warranties that are represented by Client on Client’s webpage.
8. Best Efforts. Both parties agree to use all reasonable efforts to facilitate a growing and robust business relationship pursuant this Agreement. Distributor agrees to use their best efforts to increase sales volume, while Client agrees to use all reasonable efforts to provide adequate Product to fulfill any Distributor facilitated sale or distribution orders.
9. Most Favored Nation. Client agrees to offer to Distributor the best terms it makes available to any other seller (in the event they be more favorable than those currently offered to Distributor), distributor or other similar party, and to promptly notify Distributor of any changes pursuant this provision. Client shall facilitate the availability or delivery of Product in furtherance of Distributor’s Right in at least as favorable terms as it treats any other seller or distributor, or sale, distribution or other similar agreement, and shall not unduly delay any communication or shipment. Client further agrees not to compete directly with Distributor, to include creating any alternative listing of the Product – whether alone or packaged with other products, on any e-commerce outlet already in use by Distributor, without the express consent of Distributor in writing. Distributor will not advertise or sell the Product at any price other than those provided in writing by Client.
10. Indemnity. Client maintains and assumes full responsibility for any liability arising from Distributor’s sale of the Product. Client indemnifies, defends and holds harmless Distributor and its members, directors, officers, employees and agents from any and all claims, demands, actions, suits and other losses resulting from Distributor’s sale or distribution of the Product. Client warrants it has all regulatory and legal authority to produce, sell and distribute the Product.
11. Termination. After the initial term, this Agreement may be terminated by either party upon thirty days' notice in writing. Writing includes communication by electronic mail, so long as such terminating party makes all reasonable efforts to ensure the other party has received such notification.
12. Severability. If any term of this Agreement is held by an appropriate court to be invalid or unenforceable, then this Agreement, including the remaining terms shall remain in effect.
13. Governing Law. This Agreement shall be governed in accordance with the laws of the United States and the State of New York, where Distributor is incorporated. Both parties consent to the exclusive jurisdiction of the State of New York and United States Federal courts.
14. Entire Agreement. This Agreement constitutes the entire agreement, and any modification must be in writing and signed by both parties.