Terms and Conditions
Retail / Wholesale Agreement / Terms and Conditions
Before reading please make sure you meet all the following criteria to open an account with Hexlox UG .
1 Commercial or retail zoning location
2 Retail show floor space with point of sales displays (show cases, bike racks, etc.) or Online with Show cases and digital sales displays
3 Business license / resale number, Tax ID, liability insurance
4 Must be open to the public and hold regular business hours
Authorized Dealer Agreement
Agreement (hereinafter referred to as “Agreement”), by and between Hexlox UG/LtD (hereinafter referred to as “HLX”) Berlin, Germany based corporation, with its principal office located at Bötzowstr. 21, 10407, Berlin, Germany and the entity/individual named above (hereinafter referred to as “Dealer”)
WHEREAS, HLX has developed a dealer channel to distribute certain Products in an effective and cost efficient manner and HLX intends to appoint dealers as Authorized Dealers for Products for resale to End Users. HLX is desirous of having Dealer develop demand for and sell its Products on the terms and conditions set forth herein.
WHEREAS, HLX is interested in selecting candidates to participate as Authorized Dealers for HLX Products who are able to provide professional marketing, competent service, and as a result, a high level of customer satisfaction. Dealer desires and has applied to become an Authorized Dealer for HLX Products and HLX, in reliance on representations made by.
Dealer has approved such application by appointing Dealer as an independent contractor for the sale of the Products. Dealer declares that Dealer possesses the financial and physical resources to promote the sale and use of the products of HLX and is desirous of developing demand for and selling such products as authorized herein.
WHEREAS, Dealer agrees to purchase Products, to market them, and to perform duties and assume responsibilities and obligations, at an authorized location, in respect to such Products, and HLX agrees to sell Products to Dealer and perform duties and assume responsibilities and obligations, in respect to such Products, each according to the terms and conditions set forth in this Agreement, its applicable Amendments, their Exhibits, HLX Dealer Bulletins and HLX Dealer Price Schedules for affected Products. HLX may revise, modify and add to the Exhibits and HLX Dealer Bulletins from time to time and any such revisions become part of this Agreement and any applicable Amendment or Exhibit upon receipt and acceptance of Products by Dealer or payment for Products by Dealer, whichever first occurs following receipt by Dealer of such revisions affecting such Products. The Prices for purchases under this Agreement and its Amendments are set forth in the applicable HLX Dealer Price Schedule(s) issued by HLX from time to time.
1. HLX reserves the unilateral right to change the dealer type of Dealer in the event HLX determines, in its sole discretion, that Dealer no longer satisfies the requirements for the approved dealer type, without limiting any other remedies of HLX upon Dealer’s breach of this Agreement. Subject to the provisions of Section 13 of this Agreement. Dealer may refer to itself as an Authorized Dealer during the term of this Agreement for those Products for which Amendments have been signed and Exhibits have been signed or otherwise agreed to by both Dealer and HLX.
2. No Restrictions on Similar or Competitive Products by Dealer. During the term of this Agreement and thereafter, Dealer reserves the right, without obligation or liability to HLX, to market products which are similar or competitive to the Products, in the same geographic areas serviced by Dealer or other geographic areas.
3. Dealer shall market the Products to its customers at such prices and under such terms and conditions as Dealer shall determine, except that Dealer shall offer, at a minimum, terms which are equivalent to those stated as official warranty for each individual manufacturer, or the terms and conditions of any warranty statement or agreement furnished to Dealer by HLX for marketing Products or shipped with the Products to the End User. If Dealer refuses to adhere to the HLX minimum resale prices (MRP) for current models, set by HLX, HLX may refuse to sell to Dealer.
4. Dealer agrees to conduct its business at all times in strict compliance with all applicable federal, state, and local laws and regulations. Dealer in its retail sales program shall at no time engage in any unfair or unethical trade practices, such as “bait and switch” advertising, and shall make no false or misleading representations with regard to HLX, or any affiliate of HLX, or the Products.
5. In order to provide the degree of marketing efficiency necessary to successfully implement HLX limited distribution system for the Products, Dealer agrees not to, directly or indirectly, sell or permit the sale of Products from a retail location other than those identified in the Dealer Agreement , without specific written authority from HLX to sell the Products at such other retail location.
6. Dealers agree to restrict sales and marketing of all HLX products to the url listed in the dealer agreement, except when given written permission from HLX to market or sell on other websites.
7. HLX has the right (i) to refuse to accept any order placed by Dealer, (ii) cancel any purchase order previously placed by Dealer or (iii) refuse or delay shipment of Products pursuant to any such purchase order, in each case immediately upon the breach by Dealer to meet any requirements set forth by the dealer agreement.
EXCEPT AS EXPRESSLY SET FORTH OR REFERRED TO IN THIS AGREEMENT, HLX MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Except as expressly set forth in the warranty policy for such Product, Dealer is not authorized to make any warranty commitment or representations regarding any Product, or assume or create any other obligations, whether written or oral, on HLX behalf. HLX may offer Products to Dealer for which warranty service is provided by HLX, or a HLX selected third party, or for which warranty service may be provided by both HLX and a HLX selected third party. In these instances, Dealer will be notified by HLX how to respond to a request for warranty services if HLX believes additional instructions are needed. Dealer shall promptly report to HLX all suspected defects and safety problems and document such reports to HLX. HLX shall not pay for the shipment of defective products for warranty service to or from HLX or its service provider.
9. Termination for Breach or Default. This Agreement and/or any of its Amendments and their Schedules or Exhibits may be terminated by any breach of the terms of this Agreement including, but not limited to, (i) failure of Dealer to pay for Products, (ii) bankruptcy or insolvency of either party, (iii) material fraud or misrepresentation, or (iv) if Dealer shall commit any breach of any section of this Agreement including, without limitation, any sale of Products by the Dealer other than to End Users without the consent of HLX.
10. HLX reserves the unilateral right, without liability, to discontinue making available any of the Products under an applicable Exhibit.
11. Dealer agrees to indemnify HLX against, including reasonable attorney’s fees and costs of litigation, and hold HLX harmless from, any and all claims by any other party resulting from Dealer’s, Dealer’s employees’ or Dealer’s representative’s acts (other than the mere marketing of the Products), omissions, or misrepresentations, regardless of the form of action, including, but not limited to, all liability for damages and/or costs caused by Dealer’s violation of any of the terms of this Agreement. Dealer agrees to maintain sufficient liability insurance to protect HLX from all customer claims for personal injury arising out of any acts and/or omissions of Dealer or its employees or representatives. Upon request from HLX, Dealer is required to show HLX proof of such insurance.
12. EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW, IN NO EVENT SHALL HLX BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT SHALL FWB’S LIABILITY EXCEED THE AMOUNTS PAID BY DEALER UNDER THIS AGREEMENT
13. Each of the parties hereto agrees to keep confidential all information including, without limitation, the terms of this Agreement, terms of the MRP policy, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us or you.
STATEMENT OF TERMS REGARDING RESALE PRICES
It is the policy of HLX to suggest resale prices to its authorized dealers. HLX policy arises from its determination that the competitiveness of its Products can best be maximized when they are sold at the suggested price. The suggested prices for HLX Products as of the date of this Agreement are set forth on our website at hexlox.com which is subject to change by HLX from time to time without notice. In addition to the suggested prices for its Products set forth on the Price List, it is the policy of HLX to suggest resale prices to its authorized dealers for finished bicycle products that incorporate HLX Products as an integral mechanical component. The suggested price is subject to change by HLX from time to time without notice. Each dealer is in no way obligated to adhere to the suggested price and is free to charge whatever resale price it believes appropriate. However, HLX has the legal right to refuse to sell to dealers or any of their affiliates or locations who decide not to charge the suggested prices for current product models. HLX has unilaterally decided that HLX will not sell to dealers who do not charge the suggested prices on current models and may, without incurring any liability, cancel all orders and refuse to accept any new orders from any dealer following verification by HLX to its satisfaction that the dealer has advertised, promoted, offered, or sold the Product at a net price less than the unilateral suggested price established by HLX Each dealer is free to independently decide whether or not to follow HLX pricing policy. HLX does not ask for, nor will it accept, any assurance of compliance or agreement from a dealer regarding this policy, nor will HLX discuss any conditions of acceptance related to this policy. Notwithstanding anything to the contrary which may be expressed or implied in or by one dealer and HLX, nothing in those agreements shall constitute an agreement by the dealer to comply with this policy.
DEALER ACKNOWLEDGES DEALER HAS READ THIS AGREEMENT, ITS AMENDMENTS, EXHIBITS, BULLETINS AND PRICE SCHEDULES, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEIR TERMS AND CONDITIONS. FURTHER, DEALER AGREES THIS AGREEMENT, ITS AMENDMENTS, EXHIBITS, BULLETINS AND PRICE SCHEDULES, INCLUDING THOSE ACCEPTED IN THE FUTURE, ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
HEXLOX UG Copyright 2018 Berlin - Germany