PETKIT Authorized Dealer Agreement
Please notice that this Authorized Dealer Agreement (this “Agreement”) is entered into by and between you ("Dealer" or “you” or “your”) and PETKIT Smart Technology Limited (California) ("PETKIT" or “we” or “our” or “us”). You acknowledge and agree that by accepting this Agreement (including by clicking the “I agree to the terms and conditions” button), you have read, understand and agree to the terms and conditions of this Agreement and the terms herein 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 as determined by PETKIT (the “Territory”).
2. Orders
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. PETKIT shall accept, reject, or propose a modification to the Purchase within [15] business days after receipt of Dealer’s Purchase Order and will notify Dealer of the order status if it is not accepted.
b. If PETKIT fails to notify Dealer of its acceptance, rejection, or proposed modification within the time period specified in Section 2.2.a, the Purchase Order will be deemed accepted by PETKIT.
c. 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 pursuant to Section 2.2.a and 2.2.b.
2.3 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, Dealer will be responsible for covering the expenses incurred due to the cancellation, including but not limited to shipping fees.
3. Delivery of Products
3.1 Delivery
a. Dealer hereby agrees that if the order value is under US$1,000.00, the delivery expenses shall be paid by Dealer at 10% of the order value.
b. The requested delivery date and the location shall be specified in the Purchase Order. All delivery dates are estimates only and are subject to the carrier’s delivery lead times. PETKIT shall not be responsible or liable for any delayed deliveries.
c. The delivery method shall adhere to PETKIT’s official policy.
3.2 Risk of loss passes to Dealer upon delivery of the Products.
4. Product Materials
4.1 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 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. Price
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, taking into account suggested retail prices provided by PETKIT.
6.3 Changes to Dealer's Prices
a. Changes on Dealer's list prices will be updated on PETKIT’s official website.
b. Changes to PETKIT's list prices will not affect any Purchase Orders already submitted. If Dealer cancels an order, the new order value will be calculated based on the actual listing price.
7. Payment of Dealer List Prices
7.1 Invoice Delivery
PETKIT shall issue invoices to Dealer within [15-30] business days after all the amount of payment is paid by the Dealer regarding to the Purchase Orders.
8. Taxes
Dealer will pay all Taxes applicable to payments between the parties under this agreement.
9. Term
9.1 The initial term of this agreement will begin upon Dealer’s acceptance of this Agreement and will continue for 12 months thereafter, unless earlier terminated pursuant to the terms of this Agreement (the "Initial Term"). Thereafter, this Agerement will automatically renew for successive one year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term.
10. Representations:
a. Dealer represents and warrants to PETKIT that (i) Dealer holds all necessary permits, licenses, permissions and brand content authorizations to sell and market the Products in the Territory; and (ii) Dealer will comply with all applicable laws in the performance of this Agreement.
b. PETKIT represents and warrants to Dealer that (i) PETKIT is the sole owner of the Products, free of any claims by a third party or any Encumbrance; (ii) PETKIT has the right to transfer the Products; and (iii) the sale of the Products does not infringe on or constitute a misappropriation of the intellectual property or other rights of any third party.
11. Limited Warranties and Customer Service
11.1 All PETKIT Products are covered by PETKIT's limited warranty statements that are provided with the products or otherwise made available.
11.2 Dealer shall perform the act of providing customer with assistances, answering their questions, and assisting then solve problems.
12. Intellectual Property
Except for rights expressly granted under this Agreement,
12.1 nothing in this agreement will function to transfer any of either party's Intellectual property rights to the other party, and
12.2 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.
12.3 Dealer acknowledges that Dealer has read and agreed to the terms and conditions in PETKIT’s Brand License Agreement.
13. Dealer Responsibilities
13.1 Dealer shall work cooperatively with P ETKIT and shall use reasonable efforts to market, advertise, and otherwise promote and sell the Products in the Territory.
13.2 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.
13.3 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 applicable 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.
14. License Grants
14.1 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.
14.2 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.
15. Indemnification
15.1 Dealer shall indemnify, defend and hold harmless PETKIT and its affiliates and its and their respective officers, directors, employees, successors and assigns (collectively, “PETKIT Indemnitees”) from and against any and all claims, losses, judgments, deficiencies, and expenses of whatever kind (including reasonable attorneys’ fees) collectively “Losses”) incurred by PETKIT Indemnitees arising out of any third party claim alleging (a) Dealer’s breach of this Agreement; (b) Dealer’s negligence in the performance of this Agreement; or (c) Dealer’s violation of applicable law.
15.2 PETKIT shall indemnify Dealer against all Losses incurred by Dealer arising out of any third party claim alleging: (a) PETKIT’s breach of this Agreement; (b) PETKIT’s negligence in the performance of this Agreement; (c) PETKIT’s violation of applicable law; or (d) Dealer's sale of Products infringes the third party's intellectual property rights.
16. Limitation of Liability
16.1 EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE LABELED IN TORT, CONTRACT OR INDEMNITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PETKIT’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PETKIT HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17. Governing Law; Venue
17.1 This Agreement shall be governed by the laws of the State of California. In case that any dispute arises relating to this Agreement, either party may file a lawsuit with the federal or state courts located in the State of California.