THREE KINGS GIFTS, INC. RESELLER AGREEMENT
Before accepting the terms and conditions of this Agreement, it is specifically acknowledged and agreed by the Reseller that Three Kings Gifts, Inc. (“Company”) retains the exclusive right to sell Company products (“Products”) through Amazon.com, eBay.com, Google.com and other similar non-reseller branded internet commerce websites. Reseller may sell Company Products through their own branded websites and stores. Reseller’s failure to comply with the approved sales channels may result in the Reseller being blocked from further sales on non-reseller branded internet commerce websites
THIS RESELLER AGREEMENT (“Agreement”) is made and entered effective as of the date the submitted order (“Order”) from a person or entity intending to resell Company Products to retailers and consumers in approved sales channels (“Reseller”) andis accepted by Three Kings Gifts, Inc. (“Company) and shall remain in effect until terminated by the Company. In this Agreement, the Company and the Reseller may be referred to individually as the “Party” and together as the “Parties”.
BACKGROUND: The Company is engaged in the business of manufacturing, selling and distributing various products to a variety of resellers.
WHEREAS, Company desires to appoint Reseller as a non-exclusive reseller of Company’s Products listed in each Order.
AGREEMENT: NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and such other further consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows, intending to be legally bound thereby.
- During the term hereof, and subject to the terms and conditions set forth below, Company hereby appoints Reseller as a non-exclusive reseller of the Company’s Products within its approved channels of distribution, including its own branded websites. The Reseller specifically acknowledges and agrees that the Company retains the exclusive right to sell Company Products through Amazon.com, eBay.com, Google.com and other similar, non-reseller branded internet commerce websites. This agreement does not convey rights to the Reseller to sell Company Products through Amazon.com, eBay.com, Google.com and other similar, non-reseller branded internet commerce websites the Reseller specifically acknowledges that it will not sell on these sites without specific, written authorization from the Company. Reseller recognizes that this appointment is premised on Reseller’s compliance with all the terms and conditions set forth in this Agreement.
Reseller Responsibilities. Reseller agrees to comply with all Company policies and procedures as determined by the Company from time to time. Specifically, the Reseller agrees to terms and conditions of the Company’s Minimum Advertised Price Policy (MAPP).
1) The Minimum Advertised Price for any Three Kings Gifts (TKG) product shall not be less than 10% below twice (x2) the wholesale price as published in the TKG product catalog applicable to the calendar year in which the sale is made. The wholesale price may be adjusted by TKG at its sole discretion.
2) The MAPP applies to all advertisements and listings of TKG products through Amazon.com, eBay.com, Google.com and other similar non-reseller branded internet commerce websites and in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio, and public signage.
3) The MAPP is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s) outside of their store.
4) The inclusion in advertising of free or discounted products (whether made by TKG or another manufacturer) with a product covered by the MAPP would be contrary to the policy if it has the effect of discounting the advertised price of the covered product below the MAP.
5) If pricing is displayed in other than a brick and mortar retail store, any strike-through or other alteration of the MAP is prohibited.
6) The MAPP applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer within the dealer’s retail location or over the telephone.
7) The MAPP does not establish maximum advertised prices.
1) TKG's MAPP does not in any way limit the ability of any dealer to advertise that “they have the lowest prices” or, they “will meet or beat any competitors price”, that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.
2) Dealer agrees to hold all trademarks and copyrights of Three Kings Gifts as the property of Three Kings Gifts and use any trademarked materials provided by Three Kings Gifts in an authorized manner only.
3) Intentional or repeated failure to abide by this policy will result in termination of the retailer/dealer relationship. It is TKG’s sole discretion whether or not to provide prior notice or issue warnings before taking any action under this policy.
4) E-Bay and Other Auction Web Sites Policy:
- “Buy It Now” options must be listed at a price equal to the MAP or greater.
- For auctions, the reserve and/or opening bids must start at the MAP without a “Buy It Now” option.
- Best Offer Auctions Are Not Allowed
5) Negotiated Contracts: From time to time Reseller may be explicitly approved by Three Kings Gifts in writing to sell certain TKG products at below MAP pricing. The discount amount and length of time will be determined at the time of this approved promotion by Three Kings Gifts, Inc.
Reseller also agrees to comply with all applicable laws, rules and regulations, codes of practice and requirements of both the United Sates and all other jurisdictions in which Reseller operates.
Company Reservations. Nothing in this Agreement shall be construed to limit in any way Reseller’s right to select its own customers within its approved channels of distribution, including its own branded websites, except it is specifically acknowledged and agreed by the Reseller that the Company retains the exclusive right to sell Company Products through Amazon.com, eBay.com, Google.com and other similar, non-reseller branded internet commerce websites.
Prices and Payments. Reseller shall pay for the Company’s Products in accordance with the prices determined by the Company. The Company reserves the right at any time to change its Products’ prices.
Payment Terms. All payments shall be made to the Company in accordance with the agreed upon terms. Any amounts due by Reseller to the Company that are unpaid on or after the agreed upon due date based on the date of shipment of the order or otherwise beyond the terms granted by the Company will bear interest at the rate of eighteen (18%) percent per annum or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above will not constitute a waiver by the Company of any rights and remedies in connection with a default by the Reseller. The Reseller will pay all court costs, attorney fees, and other costs incurred by the Company in collecting past-due amounts, including interest.
Security Interests. As security for payment of all amounts due to the Company, Reseller grants to the Company a security interest in all Products sold by the Company to the Reseller and all proceeds, and the Company will have all rights of a secured party under the Uniform Commercial Code with respect to the Products. This Agreement shall, among other things, constitute a security agreement pursuant to the Maryland Commercial Code. The Reseller appoints the Company as its attorney-in-fact with authority, at the Company’s option, to take actions as the Company deems reasonable in the circumstance to perfect the above security interest in any one or more jurisdictions, and Reseller shall pay all applicable filing fees. The Company reserves, at its option, the right to demand any other forms of security from Reseller prior to agreeing to the terms of payment.
Cancellation or Termination. In the event of default under the terms and conditions of sale by the Reseller that is not cured within 30 days after notice by the Company, Reseller will pay to the Company on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by any third parties) incurred directly or indirectly by the Company in connection with the terms and conditions of sale, all as reasonably determined by the Company.
Changes. The Company reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computation, which may exist in the terms and conditions of sale.
Trademarks and Service Marks. Reseller acknowledges that the Company or its affiliated companies are the exclusive owners of various trademarks, service marks, trade designations and trade dress (“Identification”), including but not limited to the names and logos which the Company uses in connection with its business, artwork, products and tooling. Reseller is authorized to use the Identification in a manner acceptable to the Company only in connection with the promotion and sale of the Company’s Products and only until the expiration or termination of this Agreement. Reseller acquires no proprietary rights to Identification and its authorization to use the Identification shall terminate simultaneously with the expiration or termination of this Agreement.
Governing Law and Venue. The validity, interpretation and effect of this Agreement shall be governed by the laws of the State of Maryland, without reference to its conflicts-of-laws principles. Each party hereby irrevocably consents to the jurisdiction of the state and federal courts located in the County of Baltimore, State of Maryland as the exclusive forums for the resolution of any dispute arising hereunder. Authority. Reseller represents that it has all requisite authority to agree to the terms and conditions of this Agreement on behalf of its principal and that the terms and conditions are fully enforceable against the principal. Reseller has agreed to the terms and conditions of this Agreement effective as of the date the Order is accepted by the Company.
By signing or checking "Yes" (in the checkout form), Reseller agrees it has read and agrees to be bound by the terms and conditions of this Agreement, the terms and conditions of sale set forth herein and to the assurances of payment and forms of security required by the Company. Reseller also acknowledges and consents to the Company taking necessary action to request Amazon.com, eBay.com, Google.com and other non-reseller branded Internet commerce websites to block the reselling of any and all Company Products in the event of a violation of this Agreement, including but not limited to the reselling of Company’s Products on non-reseller branded internet commerce websites.