PETKIT Authorized Dealer Agreement
Please notice that this Agreement is entered into by and between you ("Dealers") and PETKIT Network Technology (Shanghai) Co., Ltd. ("PETKIT"). Once you click the "I agree to the Authorized Dealer Agreement" button, the Agreement shall be legally binding on you.
1. Appointment of Dealer
1.1 Authorization and Appointment. PETKIT hereby authorizes and appoints Dealer, and Dealer accepts the authorization and appointment, as PETKIT's [non-exclusive] Dealer, to market and sell, or incorporate for resale the PETKIT Products within the Territory.
2.1 Purchase Orders. Dealer shall only make orders on PETKIT OFFICIAL WEBSITE (www.petkit.com) through the Verified Dealer Account (accepted by PETKIT).
2.2 Accepting, Modifying, and Rejecting Purchase Orders
a. By Notice Within [7-15] Business Days' of receiving a Purchase Order from Dealer, PETKIT shall accept, reject, or propose a modification to the Purchase and will notify the dealer of the order status once if it is not accepted.
b. Deemed Acceptance If PETKIT fails to notify Dealer of its acceptance, rejection, or proposed modification, Dealer may deem that PETKIT accepted the Purchase Order.
c. Modification of Purchase Order PETKIT may propose a modification to a Purchase Order by including in its notice to Dealer a modified Purchase Order for Dealer to accept or reject according to the acceptance and rejection procedures under paragraphs [BY NOTICE] and [DEEMED ACCEPTANCE].
2.3 Canceling Purchase Orders Dealer may, at no expense to itself, cancel part or all of a Purchase Order before the Delivery Date. If the order has already been delivered, the dealer will be responsible for covering the expenses incurred due to the cancellation, including but not limited to shipping fees.
3.Delivery of Products
a. The Dealer hereby agrees that if the order value is under USD 1000, the delivery expenses shall be paid by the Dealer at 10% of the order value.
b. The Delivery Date and the location shall be specified in the Purchase Order, but it is subject to the actual logistics provider's delivery time.
c. The Delivery method shall adhere to the official website’s policy.
3.2 Risk of Loss Shifts on Delivery PETKIT will remain liable for any damages, losses, or defects to the Products until the Products are delivered to Dealer, after which Dealer will be solely liable.
4. Product Materials
4.1 Marketing and Informational Materials PETKIT shall provide Dealer with the marketing, promotional, and other information in English about the Products that PETKIT typically provides to other distributors of its Products.
4.2 Regulatory Documentation On Dealer's reasonable request, PETKIT shall supply Dealer with all documentation Dealer requires to comply with the regulatory requirements of all Governmental Authorities in the Territory.
5. Changes to Products
PETKIT may discontinue or modify the Products, modify the Product specifications, or replace the Products that are subject to an accepted and outstanding Purchase Order.
6.1 Dealer will pay PETKIT's list price for each Product (shown on official website after logging in with the verified dealer account).
6.2 Dealer may determine its own retail prices (no lower than official listing price), taking into account suggested retail prices provided by PETKIT.
6.3 Changes to Dealer's Prices
a. Notice of Upcoming Changes Changes on Dealer's list prices will be updated on official website.
b. No Effect on Submitted Purchase Orders Changes to PETKIT's list prices will not affect any Purchase Orders already submitted. If a dealer cancels an order, the new order value will be calculated based on the actual listing price.
6.4 Most Favored Customer If Dealer sells Products to any third party at a price lower than what it charges Dealer for those Products, Dealer will pay PETKIT the difference between what it charged Dealer and the price Dealer charged the third party, as well as the PETKIT' loss.
7. Payment of Dealer List Prices
7.1 Invoice Delivery
The PETKIT shall issue the invoice to the Dealer within [15-30] Business Days after all the amount of payment is paid by the Dealer regarding to the Purchase Orders.
Dealer will pay all Taxes applicable to payments between the parties under this agreement.
8.1 Initial Term The initial term of this agreement will begin once the application is accepted, and continue for 12 months, unless terminated earlier (the "Initial Term").
8.2 Term Definition "Term" means either the Initial Term or the then-current Renewal Term.
a. Dealer holds Permits and brand content authorizations to sell and market.
b. PETKIT is the sole owner of the Products, free of any claims by a third party or any Encumbrance.
c. PETKIT has the [exclusive] right to transfer the Products.
d. PETKIT's sale of the Products does not infringe on or constitute a misappropriation of the Intellectual Property or other rights of any third party.
10. Limited Warranties and Customer Service
10.1 All PETKIT Products are covered by PETKIT's limited warranty statements that are provided with the products or otherwise made available.
10.2 Dealer shall perform the act of providing customer with assistances, answering their questions, and assisting then solve problems.
Except for rights expressly granted under this agreement,
11.1 nothing in this agreement will function to transfer any of either party's Intellectual Property rights to the other party, and
11.2 each party will retain exclusive interest in, and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.
11.3 Dealer acknowledges that they have read and agreed the terms and conditions in Brand License Agreement.
12. Dealer Responsibilities
12.1 Marketing Dealer shall use reasonable efforts to market, advertise, and otherwise promote and sell the Products in the Territory.
12.2 Cooperation Dealer shall work closely with PETKIT and use reasonable efforts.
12.3 Markings and Notices Dealer will not remove or alter any trademarks, Product identification, notices of any proprietary or copyright restrictions, or other markings or notices that appear on the Products or their packaging.
12.4 No Reverse Engineering Dealer will not
a. create or attempt to, or aid or permits others to, create by reverse engineering, disassembly, decomplication, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organization of any Product, unless expressly permitted by Law,
b. copy, modify, translate, or create derivative works of software included in any Product, unless PETKIT consents in writing, or
c. separate the Product into component parts for distribution or transfer to a third party.
13. License Grants
13.1 PETKIT Trademark License Grant PETKIT hereby grants to Dealer a non-transferable, non-exclusive, non-sublicensable, and royalty-free license to use PETKIT's name, trademarks, logos, and other identifying information on marketing literature, advertising, promotions, customer information, and programs Dealer creates in connection with the Products, subject to PETKIT's written approval in each instance.
13.2 Trademark Use Dealer shall comply with all of PETKIT's policies regarding the use and display of PETKIT's name, trademarks, logos, and other identifying information that PETKIT provides to Dealer in writing.
14.1 Dealer (as an indemnifying party) shall indemnify PETKIT (as an indemnified party) against all losses and expenses arising out of any proceeding
a. brought by either a third party or PETKIT, and
b. arising out of Dealer's breach of its obligations, representations, warranties, or covenants under this agreement.
14.2 PETKIT (as an indemnifying party) shall indemnify Dealer (as an indemnified party) against all losses and expenses arising out of any proceeding
a. brought by a third party, and
b. arising out of a claim that Dealer's sale of Products infringes the third party's Intellectual Property rights.